UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2015

¨ 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. 000-20501

AXA Equitable Life Insurance Company

(Exact name of registrant as specified in its charter)

New York	13-5570651
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1290 Avenue of the Americas, New York, New York	10104
(Address of principal executive offices)	(Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address, and former fiscal year if changed since last report.)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of November 6, 2015, 2,000,000 shares of the registrant’s Common Stock were outstanding.

AXA EQUITABLE LIFE INSURANCE COMPANY

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

TABLE OF CONTENTS

			Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	•	Consolidated Balance Sheets, September 30, 2015 and December 31, 2014 (Unaudited)		4
	•	Consolidated Statements of Earnings (Loss), Three Months and Nine Months Ended September 30, 2015 and 2014 (Unaudited)		6
	•	Consolidated Statements of Comprehensive Income (Loss), Three Months and Nine Months Ended September 30, 2015 and 2014 (Unaudited)		7
	•	Consolidated Statements of Equity, Nine Months Ended September 30, 2015 and 2014 (Unaudited)		8
	•	Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2015 and 2014 (Unaudited)		9
	•	Notes to Consolidated Financial Statements (Unaudited)		11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			68
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			113
Item 4.	Controls and Procedures			113
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings			114
Item 1A.	Risk Factors			114
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			114
Item 3.	Defaults Upon Senior Securities			114
Item 4.	Mine Safety Disclosures			114
Item 5.	Other Information			114
Item 6.	Exhibits			116
SIGNATURES				117

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FORWARD-LOOKING STATEMENTS

Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “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 AXA Equitable Life Insurance Company and its subsidiaries (“AXA Equitable”). There can be no assurance that future developments affecting AXA Equitable will be those anticipated by management. 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) difficult conditions in the global capital markets and economy; (ii) equity market declines and volatility causing, among other things, a reduction in the demand for our products, a reduction in the revenue derived from asset-based fees, a reduction in the value of securities held for investment, including the investment in AllianceBernstein, an acceleration in DAC amortization and an increase in the liabilities related to annuity contracts offering enhanced guarantee features, which may lead to changes in the fair value of our GMIB reinsurance contracts, causing our earnings to be volatile; (iii) interest rate fluctuations or prolonged periods of low interest rates causing, among other things, a reduction in our portfolio earnings, a reduction in the margins on interest sensitive annuity and life insurance contracts and an increase in the reserve requirements for such products, and a reduction in the demand for the types of products we offer; (iv) ineffectiveness of our reinsurance and hedging programs to protect against the full extent of the exposure or loss we seek to mitigate; (v) changes in policyholder assumptions, the performance of AXA Arizona’s hedge program, its liquidity needs and changes in regulatory requirements could adversely impact our reinsurance arrangements with AXA Arizona; (vi) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (vii) changes to statutory capital requirements; (viii) our requirements to pledge collateral or make payments related to declines in estimated fair value of certain assets may impact our liquidity or expose us to counterparty credit risk; (ix) counterparty non-performance; (x) changes in statutory reserve requirements; (xi) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or market returns and the assumptions used in pricing products, establishing liabilities and reserves or for other purposes; (xii) changes in assumptions related to deferred policy acquisition costs; (xiii) our use of numerous financial models, which rely on estimates, assumptions and projections that are inherently uncertain and involve the exercise of significant judgment; (xiv) market conditions could adversely affect our goodwill; (xv) investment losses and defaults, and changes to investment valuations; (xvi) liquidity of certain investments; (xvii) changes in claims-paying or credit ratings; (xviii) adverse determinations in litigation or regulatory matters; (xix) changes in tax law; (xx) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and personnel; (xxi) our inability to recruit, motivate and retain experienced and productive financial professionals and key employees and the ability of our financial professionals to sell competitors’ products; (xxii) changes in accounting standards, practices and/or policies; (xxiii) our computer systems failing or their security being compromised; (xxiv) the effects of business disruption or economic contraction due to terrorism, other hostilities, pandemics, or natural or man-made catastrophes; (xxv) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (xxvi) the perception of our brand and reputation in the marketplace; (xxvii) the impact on our business resulting from changes in the demographics of our client base, as baby-boomers move from the asset-accumulation to the asset-distribution stage of life; (xxviii) the impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; (xxix) significant changes in securities market valuations affecting fee income, poor investment performance resulting in a loss of clients or other factors affecting the performance of AllianceBernstein; and (xxx) other risks and uncertainties described from time to time in AXA Equitable’s filings with the SEC.

AXA Equitable does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2014 and elsewhere in this report for discussion of certain risks relating to its businesses.

3

PART I FINANCIAL INFORMATION

Item  1: Consolidated Financial Statements

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2015		December 31, 2014
	(In Millions)
ASSETS
Investments:
Fixed maturities available for sale, at fair value	$	32,475	$	33,034
Mortgage loans on real estate		6,811		6,463
Policy loans		3,398		3,408
Other equity investments		1,516		1,757
Trading securities, at fair value		6,315		5,143
Other invested assets		1,606		1,978
Total investments		52,121		51,783
Cash and cash equivalents		4,276		2,716
Cash and securities segregated, at fair value		382		476
Broker-dealer related receivables		1,888		1,899
Securities purchased under agreements to resell		224		—
Deferred policy acquisition costs		4,359		4,271
Goodwill and other intangible assets, net		3,740		3,762
Amounts due from reinsurers		3,848		4,051
Loans to affiliates		1,087		1,087
Guaranteed minimum income benefit reinsurance contract asset, at fair value		12,214		10,711
Other assets		4,433		4,190
Separate Accounts’ assets		104,609		111,059
Total Assets	$	193,181	$	196,005
LIABILITIES
Policyholders’ account balances	$	32,408	$	31,848
Future policy benefits and other policyholders’ liabilities		24,560		23,484
Broker-dealer related payables		573		551
Securities sold under agreements to repurchase		1,882		950
Amounts due to reinsurers		65		74
Customers related payables		1,482		1,501
Short-term debt		557		689
Current and deferred income taxes		5,075		4,785
Other liabilities		3,079		2,939
Separate Accounts’ liabilities		104,609		111,059
Total liabilities		174,290		177,880
Commitments and contingent liabilities (Notes 10 and 11)
Redeemable Noncontrolling Interest	$	13	$	17

4

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS - CONTINUED

(UNAUDITED)

	September 30, 2015			December 31, 2014
	(In Millions)
EQUITY
Common stock, $1.25 par value; 2 million shares authorized, issued and outstanding		2			2
Capital in excess of par value		5,963			5,957
Retained earnings		10,105			8,809
Accumulated other comprehensive income (loss)		(78	)		351
Total AXA Equitable’s equity		15,992			15,119
Noncontrolling interest		2,886			2,989
Total equity		18,878			18,108
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	193,181		$	196,005

See Notes to Consolidated Financial Statements (Unaudited).

5

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
REVENUES
Universal life and investment-type product policy fee income	$	937		$	901		$	2,747		$	2,613
Premiums		111			121			372			389
Net investment income (loss):
Investment income (loss) from derivative instruments		915			295			337			982
Other investment income (loss)		514			537			1,577			1,689
Total net investment income (loss)		1,429			832			1,914			2,671
Investment gains (losses), net:
Total other-than-temporary impairment losses		(14	)		(2	)		(32	)		(53	)
Portion of loss recognized in other comprehensive income (loss)		—			—			—			—
Net impairment losses recognized		(14	)		(2	)		(32	)		(53	)
Other investment gains (losses), net		10			7			14			26
Total investment gains (losses), net		(4	)		5			(18	)		(27	)
Commissions, fees and other income		978			994			2,983			2,921
Increase (decrease) in the fair value of the reinsurance contract asset		2,263			901			1,503			2,417
Total revenues		5,714			3,754			9,501			10,984
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		1,251			915			2,793			2,521
Interest credited to policyholders’ account balances		(5	)		166			583			820
Compensation and benefits		422			415			1,355			1,311
Commissions		275			285			841			858
Distribution related payments		97			106			300			304
Amortization of deferred sales commissions		12			12			37			30
Interest expense		6			10			16			45
Amortization of deferred policy acquisition costs		90			44			248			122
Capitalization of deferred policy acquisition costs		(155	)		(155	)		(456	)		(467	)
Rent expense		42			40			122			123
Amortization of other intangible assets		7			7			21			20
Other operating costs and expenses		333			341			925			1,036
Total benefits and other deductions		2,375			2,186			6,785			6,723
Earnings (loss) from continuing operations, before income taxes		3,339			1,568			2,716			4,261
Income tax (expense) benefit		(1,064	)		(491	)		(612	)		(1,090	)
Net earnings (loss)		2,275			1,077			2,104			3,171
Less: net (earnings) loss attributable to the noncontrolling interest		(90	)		(90	)		(291	)		(262	)
Net Earnings (Loss) Attributable to AXA Equitable	$	2,185		$	987		$	1,813		$	2,909

See Notes to Consolidated Financial Statements (Unaudited).

6

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	$	2,275		$	1,077		$	2,104		$	3,171
Other comprehensive income (loss) net of income taxes:
Foreign currency translation adjustment		(11	)		(15	)		(19	)		(9	)
Change in unrealized gains (losses), net of reclassification adjustment		203			(64	)		(478	)		597
Changes in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment		19			20			58			60
Total other comprehensive income (loss), net of income taxes		211			(59	)		(439	)		648
Comprehensive income (loss)		2,486			1,018			1,665			3,819
Less: Comprehensive (income) loss attributable to noncontrolling interest		(85	)		(79	)		(281	)		(255	)
Comprehensive Income (Loss) Attributable to AXA Equitable	$	2,401		$	939		$	1,384		$	3,564

See Notes to Consolidated Financial Statements (Unaudited).

7

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(UNAUDITED)

	2015			2014
	(In Millions)
EQUITY
AXA Equitable’s Equity:
Common stock, at par value, beginning of year and end of period	$	2		$	2
Capital in excess of par value, beginning of year		5,957			5,934
Deferred tax on dividend of AllianceBernstein Units		—			(26	)
Changes in capital in excess of par value		6			17
Capital in excess of par value, end of period		5,963			5,925
Retained earnings, beginning of year		8,809			5,205
Net earnings (loss)		1,813			2,909
Stockholder dividends		(517	)		(430	)
Retained earnings, end of period		10,105			7,684
Accumulated other comprehensive income (loss), beginning of year		351			(603	)
Other comprehensive income (loss)		(429	)		655
Accumulated other comprehensive income (loss), end of period		(78	)		52
Total AXA Equitable’s equity, end of period		15,992			13,663
Noncontrolling interest, beginning of year		2,989			2,903
Repurchase of AllianceBernstein Holding units		(68	)		(4	)
Dividend of AllianceBernstein Units by AXA Equitable to AXA Financial		—			48
Net earnings (loss) attributable to noncontrolling interest		291			262
Dividends paid to noncontrolling interest		(326	)		(306	)
Other comprehensive income (loss) attributable to noncontrolling interest		(10	)		(7	)
Other changes in noncontrolling interest		10			22
Noncontrolling interest, end of period		2,886			2,918
Total Equity, End of Period	$	18,878		$	16,581

See Notes to Consolidated Financial Statements (Unaudited).

8

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(UNAUDITED)

	2015			2014
	(In Millions)
Net earnings (loss)	$	2,104		$	3,171
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances		583			820
Universal life and investment-type product policy fee income		(2,747	)		(2,613	)
Net change in broker-dealer and customer related receivables/payables		(111	)		(622	)
(Income) loss related to derivative instruments		(337	)		(982	)
Change in reinsurance recoverable with affiliate		(59	)		(97	)
Investment (gains) losses, net		18			27
Change in segregated cash and securities, net		94			474
Change in deferred policy acquisition costs		(208	)		(345	)
Change in future policy benefits		1,105			784
Change in current and deferred income taxes		546			850
Change in accounts payable and accrued expenses		344			152
Change in the fair value of the reinsurance contract asset		(1,503	)		(2,417	)
Contribution to pension plans		—			(6	)
Amortization of deferred compensation		8			15
Amortization of deferred sales commission		37			30
Other depreciation and amortization		(19	)		31
Amortization of reinsurance cost		92			210
Amortization of other intangibles		21			20
Other, net		65			91
Net cash provided by (used in) operating activities		33			(407	)
Cash flows from investing activities:
Maturities and repayments of fixed maturities and mortgage loans on real estate		3,140			1,912
Sales of investments		1,063			687
Purchases of investments		(4,689	)		(4,485	)
Purchases of trading account securities		(10,501	)		(4,742	)
Sales maturities and repayment of trading account securities		9,354			3,779
Cash settlements related to derivative instruments		850			764
Purchase of business, net of cash acquired		—			(61	)
Change in short-term investments		4			(5	)
Investment in capitalized software, leasehold improvements and EDP equipment		(41	)		(60	)
Other, net		31			(5	)
Net cash provided by (used in) investing activities		(789	)		(2,216	)

9

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 - CONTINUED

(UNAUDITED)

	2015			2014
	(In Millions)
Cash flows from financing activities:
Policyholders’ account balances:
Deposits and transfers from Separate Accounts	$	3,442		$	3,914
Withdrawals		(651	)		(744	)
Change in short-term financings		(128	)		135
Repayment of loans from affiliate		—			(500	)
Change in collateralized pledged assets		19			(10	)
Change in collateralized pledged liabilities		(134	)		99
Shareholder dividend paid		(517	)		(382	)
Repurchase of AllianceBernstein Holding units		(100	)		(5	)
Distribution to noncontrolling interests in consolidated subsidiaries		(326	)		(306	)
Increase (decrease) in Securities sold under agreement to repurchase		932			—
Change in securities sold under resale agreement		(224	)		—
Other, net		12			2
Net cash provided by (used in) financing activities		2,325			2,203
Effect of exchange rate changes on cash and cash equivalents		(9	)		(10	)
Change in cash and cash equivalents		1,560			(430	)
Cash and cash equivalents, beginning of year		2,716			2,283
Cash and Cash Equivalents, End of Period	$	4,276		$	1,853

See Notes to Consolidated Financial Statements (Unaudited).

10

AXA EQUITABLE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1) ORGANIZATION AND BASIS OF PRESENTATION

The preparation of the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. The accompanying unaudited interim consolidated financial statements reflect all adjustments necessary in the opinion of management for a fair presentation of the consolidated financial position of AXA Equitable and its consolidated results of operations and cash flows for the periods presented. All significant intercompany transactions and balances have been eliminated in consolidation. These statements should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2014. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year.

At September 30, 2015 and December 31, 2014, the Company’s economic interest in AllianceBernstein was 32.5% and 32.2%. At September 30, 2015 and December 31, 2014, respectively, AXA and its subsidiaries’ economic interest in AllianceBernstein was 63.4% and 62.7%.

The terms “third quarter 2015” and “third quarter 2014” refer to the three months ended September 30, 2015 and 2014, respectively. The terms “first nine months of 2015” and “first nine months of 2014” refer to the nine months ended September 30, 2015 and 2014, respectively. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation.

2) SIGNIFICANT ACCOUNTING POLICIES AND OTHER SIGNIFICANT CHANGES

Accounting for Variable Annuities with GMDB and GMIB Features

Future claims exposure on products with guaranteed minimum death benefit (“GMDB”) and guaranteed minimum income benefit (“GMIB”) features are sensitive to movements in the equity markets and interest rates. The Company has in place various hedging programs utilizing derivatives that are designed to mitigate the impact of movements in equity markets and interest rates. The accounting for these various hedging programs does not qualify for hedge accounting treatment. As a result, changes in the value of the derivatives will be recognized in the period in which they occur while offsetting changes in reserves and deferred policy acquisition costs (“DAC”) will be recognized over time in accordance with policies described in the Company’s Notes to Consolidated Financial Statements for the year ended December 31, 2014, under “Policyholders’ Account Balances and Future Policy Benefits” and “DAC”. These differences in recognition contribute to earnings volatility.

GMIB reinsurance contracts are used to cede to affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. The GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB are calculated on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts and therefore will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market and/or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts. The changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur while offsetting changes in gross reserves and DAC for GMIB are recognized over time in accordance with policies described in the Company’s Notes to Consolidated Financial Statements for the year ended December 31, 2014 under “Policyholders’ Account Balances and Future Policy Benefits” and “DAC”. These differences in recognition contribute to earnings volatility.

Adoption of New Accounting Pronouncements

In June 2014, the FASB issued new guidance for repurchase-to-maturity transactions, repurchase financings and added disclosure requirements, which aligns the accounting for repurchase-to-maturity transactions and repurchase financing arrangements with the accounting for other typical repurchase agreements. The new guidance also requires additional

11

disclosures about repurchase agreements and similar transactions. The accounting changes and disclosure requirements were effective for interim or annual periods beginning after December 15, 2014. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements.

The FASB issued new guidance that allows investors to elect to use the proportional amortization method to account for investments in qualified affordable housing projects if certain conditions are met. Under this method, which replaces the effective yield method, an investor amortizes the cost of its investment, in proportion to the tax credits and other tax benefits it receives, to income tax expense. The guidance also introduces disclosure requirements for all investments in qualified affordable housing projects, regardless of the accounting method used for those investments. The guidance was effective for annual periods beginning after December 15, 2014. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements.

Future Adoption of New Accounting Pronouncements

In May 2015, the FASB issued new guidance related to disclosures for investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). Under the new guidance, investments measured at NAV, as a practical expedient for fair value, are excluded from the fair value hierarchy. Removing investments measured using the practical expedient from the fair value hierarchy is intended to eliminate the diversity in practice that currently exists with respect to the categorization of these investments. The only criterion for categorizing investments in the fair value hierarchy will be the observability of the inputs. The amendment is effective retrospectively for fiscal years (and interim periods within those years) beginning after December 15, 2015. Management does not expect implementation of this guidance will have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued new guidance, simplifying the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The new guidance is effective retrospectively for interim or annual periods beginning after December 15, 2015. Management does not expect implementation of this guidance will have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued new revenue recognition guidance that is intended to improve and converge the financial reporting requirements for revenue from contracts with customers with International Financial Reporting Standards (“IFRS”). The new guidance applies to contracts that deliver goods or services to a customer, except when those contracts are for: insurance, leases, rights and obligations that are in the scope of certain financial instruments (i.e., derivative contracts) and guarantees other than product or service warranties. The new guidance is effective for interim and annual periods, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. Management is currently evaluating the impact that adoption of this guidance will have on the Company’s consolidated financial statements.

Out of Period Adjustments

In third quarter 2015, the Company recorded an out-of-period adjustment in its financial statements related to the model used to calculate affiliated ceded reserves and deferred cost of reinsurance for its variable and interest sensitive life (“VISL”) products. The impact in third quarter and first nine months of 2015 was an increase in policyholders’ benefits of $81 million and $55 million, respectively. In the third quarter and first nine months of 2015, the after tax impact of this model update decreased Net earnings by approximately $53 million and $36 million, respectively.

In third quarter 2015, the Company recorded an out-of-period adjustment in its financial statements related to the GMIB and GWBL reserves to reflect the actual impact of the lump sum payment option launched in first quarter 2015 to certain contract holders with GMIB and GWBL benefits at the time their accumulated account value (“AAV”) falls to zero. The impact of this out-of-period adjustment resulted in a $58 million decrease of the GMIB and GWBL liabilities on the consolidated balance sheet and Policyholders’ benefits in the consolidated statement of earnings as of and for the three months ended September 30, 2015. The after tax impact of this out-of-period adjustment decreased Net earnings by approximately $38 million for the three months ended September 30, 2015.

In third quarter 2014, the Company recorded an out-of-period adjustment in its financial statements related to an understatement of the dividend of AllianceBernstein Units by AXA Equitable to AXA Financial during the year ended December 31, 2013 and the related deferred tax liability for the excess of the fair value of the AllianceBernstein Unit dividend over the recorded value. The impacts of these out-of-period adjustments resulted in an increase to current and deferred income taxes of $26 million, a decrease in capital in excess of par value of $26 million, a decrease in retained earnings of $48 million and an increase in non-controlling interest of $48 million, for a total net decrease of AXA Equitable’s equity of $74 million for the nine months ended September 30, 2014.

12

In first quarter 2014, the Company recorded an out-of-period adjustment in its financial statements related to model refinements decreasing the gross GMDB and GMIB liabilities by $130 million and the ceded GMDB liabilities by $20 million, resulting in a net decrease to policyholders’ benefits of $110 million in the first nine months ended September 30, 2014.

Management has evaluated the impact of all out of period corrections both individually and in the aggregate and concluded they are not material to any previously reported quarterly or annual financial statements.

Assumption Updates and Refinements

Effective January 1, 2016 the Company will raise cost of insurance (“COI”) rates for certain UL policies issued between 2004 and 2007 which have both issue ages 70 and above and current face value amount of $1 million and above. The Company is raising the COI rates for these policies as management expects future mortality and investment experience to be less favorable than what was anticipated when the current schedule of COI rates was established. This COI rate increase is larger than the increase that previously had been anticipated in management’s reserve assumptions. As a result management updated the assumption to reflect the actual COI rate increase, resulting in a $46 million increase to net earnings.

In the second quarter of 2015, based upon management’s current expectations of interest rates and future fund growth, the Company updated its reversion to the mean (“RTM”) assumption used to calculate GMDB/GMIB and VISL reserves and amortization of DAC from 9.0% to 7.0%. The impact of this assumption update in the first nine months of 2015 was an increase in GMIB/GMDB reserves of $723 million, an increase in VISL reserves of $29 million and decrease in amortization of DAC of $67 million. In the first nine months of 2015, the after tax impact of this assumption update decreased Net earnings by approximately $445 million.

In the second quarter of 2015, expectations of long-term lapse rates for certain Accumulator^® products at certain durations and moneyness levels were lowered based on emerging experience. This update increases expected future claim costs and the fair value of the GMIB reinsurance contract asset. The impact of this assumption update in the first nine months of 2015 was an increase in the fair value of the GMIB reinsurance contract asset of $216 million, an increase in the GMIB reserves of $65 million and a decrease in the amortization of DAC of $13 million. In the first nine months of 2015, the after tax impact of this assumption update increased Net earnings by approximately $107 million.

In third quarter 2014, the Company updated its assumptions of future GMIB costs as a result of lower expected short term lapses for those policyholders who did not accept the GMIB buyout offer that expired in third quarter 2014. The impacts of this refinement in the third quarter and first nine months of 2014 resulted in an increase in the fair value of the GMIB reinsurance asset of $62 million and an increase in the GMIB reserves of $16 million. In the third quarter and first nine months of 2014, the after DAC and after tax impact of this assumption update increased Net earnings by approximately $30 million.

In addition, 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 in the first nine months of 2014 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. In the first nine months of 2014, the after DAC and after tax impact of this refinements increased Net earnings by approximately $307 million.

13

3) INVESTMENTS

Fixed Maturities and Equity Securities

The following table provides information relating to fixed maturities and equity securities classified as AFS:

Available-for-Sale Securities by Classification

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		OTTI
	Cost		Gains		Losses		Value		in AOCI (3)
	(In Millions)
September 30, 2015:
Fixed Maturity Securities:
Corporate	$	19,573		1,200		178	$	20,595	$	—
U.S. Treasury, government and agency		8,788		419		259		8,948		—
States and political subdivisions		437		67		1		503		—
Foreign governments		398		41		16		423		—
Commercial mortgage-backed		646		30		105		571		10
Residential mortgage-backed(1)		642		38		—		680		—
Asset-backed(2)		72		11		1		82		3
Redeemable preferred stock		615		63		5		673		—
Total Fixed Maturities		31,171		1,869		565		32,475		13
Equity securities		34		—		2		32		—
Total at September 30, 2015	$	31,205	$	1,869	$	567	$	32,507	$	13
December 31, 2014:
Fixed Maturity Securities:
Corporate	$	20,742	$	1,549	$	71	$	22,220	$	—
U.S. Treasury, government and agency		6,685		672		26		7,331		—
States and political subdivisions		441		78		—		519		—
Foreign governments		405		48		7		446		—
Commercial mortgage-backed		855		22		142		735		10
Residential mortgage-backed(1)		752		43		—		795		—
Asset-backed(2)		86		14		1		99		3
Redeemable preferred stock		829		70		10		889		—
Total Fixed Maturities		30,795		2,496		257		33,034		13
Equity securities		36		2		—		38		—
Total at December 31, 2014	$	30,831	$	2,498	$	257	$	33,072	$	13

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

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

⁽³⁾  Amounts represent OTTI losses in AOCI, which were not included in earnings (loss) in accordance with current accounting guidance.

14

The contractual maturities of AFS fixed maturities (excluding redeemable preferred stock) at September 30, 2015 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 prepay obligations with or without call or prepayment penalties.

Available-for-Sale Fixed Maturities

Contractual Maturities at September 30, 2015

	Amortized Cost		Fair Value
	(In Millions)
Due in one year or less	$	1,531	$	1,556
Due in years two through five		6,914		7,413
Due in years six through ten		10,183		10,391
Due after ten years		10,568		11,109
Subtotal		29,196		30,469
Commercial mortgage-backed securities		646		571
Residential mortgage-backed securities		642		680
Asset-backed securities		72		82
Total	$	30,556	$	31,802

The following table shows proceeds from sales, gross gains (losses) from sales and OTTI for AFS fixed maturities during the third quarter and first nine months of 2015 and 2014:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Proceeds from sales	$	182		$	219		$	807		$	439
Gross gains on sales	$	14		$	2		$	21		$	17
Gross losses on sales	$	(2	)	$	(1	)	$	(7	)	$	(7	)
Total OTTI	$	(14	)	$	(2	)	$	(32	)	$	(53	)
Non-credit losses recognized in OCI		—			—			—			—
Credit losses recognized in earnings (loss)	$	(14	)	$	(2	)	$	(32	)	$	(53	)

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

Fixed Maturities - Credit Loss Impairments

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Balances, beginning of period	$	(238	)	$	(344	)	$	(254	)	$	(370	)
Previously recognized impairments on securities that matured, paid, prepaid or sold		35			94			69			171
Recognized impairments on securities impaired to fair value this period(1)		—			—			—			—
Impairments recognized this period on securities not previously impaired		(14	)		(2	)		(32	)		(26	)
Additional impairments this period on securities previously impaired		—			—			—			(27	)
Increases due to passage of time on previously recorded credit losses		—			—			—			—
Accretion of previously recognized impairments due to increases in expected cash flows		—			—			—			—
Balances at September 30,	$	(217	)	$	(252	)	$	(217	)	$	(252	)

⁽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.

Net unrealized investment gains (losses) on fixed maturities and equity securities classified as AFS are included in the consolidated balance sheets as a component of AOCI. The table below presents these amounts as of the dates indicated:

	September 30,			December 31,
	2015			2014
	(In Millions)
AFS Securities:
Fixed maturities:
With OTTI loss	$	14		$	10
All other		1,290			2,229
Equity securities		(2	)		2
Net Unrealized Gains (Losses)	$	1,302		$	2,241

16

Changes in net unrealized investment gains (losses) recognized in AOCI include reclassification adjustments to reflect amounts realized in Net earnings (loss) for the current period that had been part of OCI in earlier periods. The tables that follow below present a roll-forward of net unrealized investment gains (losses) recognized in AOCI, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized and all other amounts:

Net Unrealized Gains (Losses) on Fixed Maturities with OTTI Losses

													AOCI Gain
	Net												(Loss) Related
	Unrealized									Deferred			to Net
	Gains									Income			Unrealized
	(Losses) on						Policyholders’			Tax Asset			Investment
	Investments			DAC			Liabilities			(Liability)			Gains (Losses)
	(In Millions)
Balance, July 1, 2015	$	7		$	1		$	(1	)	$	(3	)	$	4
Net investment gains (losses) arising during the period		1			—			—			—			1
Reclassification adjustment:
Included in Net earnings (loss)		6			—			—			—			6
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			(1	)		—			—			(1	)
Deferred income taxes		—			—			—			(2	)		(2	)
Policyholders’ liabilities		—			—			(1	)		—			(1	)
Balance, September 30, 2015	$	14		$	—		$	(2	)	$	(5	)	$	7
Balance, July 1, 2014	$	(2	)	$	1		$	2		$	(1	)	$	—
Net investment gains (losses) arising during the period		2			—			—			—			2
Reclassification adjustment:
Included in Net earnings (loss)		6			—			—			—			6
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			—			—			—			—
Deferred income taxes		—			—			—			(2	)		(2	)
Policyholders’ liabilities		—			—			(3	)		—			(3	)
Balance, September 30, 2014	$	6		$	1		$	(1	)	$	(3	)	$	3

⁽¹⁾  Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

17

	Net Unrealized Gains (Losses) on Investments			DAC			Policyholders’ Liabilities			Deferred Income Tax Asset (Liability)			AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
	(In Millions)
Balance, January 1, 2015	$	10		$	—		$	—		$	(4	)	$	6
Net investment gains (losses) arising during the period		(4	)		—			—			—			(4	)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		8			—			—			—			8
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			—			—			—			—
Deferred income taxes		—			—			—			(1	)		(1	)
Policyholders’ liabilities		—			—			(2	)		—			(2	)
Balance, September 30, 2015	$	14		$	—		$	(2	)	$	(5	)	$	7
Balance, January 1, 2014	$	(28	)	$	2		$	10		$	5		$	(11	)
Net investment gains (losses) arising during the period		(2	)		—			—			—			(2	)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		36			—			—			—			36
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			(1	)		—			—			(1	)
Deferred income taxes		—			—			—			(8	)		(8	)
Policyholders’ liabilities		—			—			(11	)		—			(11	)
Balance, September 30, 2014	$	6		$	1		$	(1	)	$	(3	)	$	3

⁽¹⁾  Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

18

All Other Net Unrealized Investment Gains (Losses) in AOCI

	Net Unrealized Gains (Losses) on Investments			DAC			Policyholders’ Liabilities			Deferred Income Tax Asset (Liability)			AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
	(In Millions)
Balance, July 1, 2015	$	1,093		$	(102	)	$	(300	)	$	(243	)	$	448
Net investment gains (losses) arising during the period		198			—			—			—			198
Reclassification adjustment:
Included in Net earnings (loss)		(3	)		—			—			—			(3	)
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			32			—			—			32
Deferred income taxes		—			—			—			(86	)		(86	)
Policyholders’ liabilities		—			—			24			—			24
Balance, September 30, 2015	$	1,288		$	(70	)	$	(276	)	$	(329	)	$	613
Balance, July 1, 2014	$	1,757		$	(117	)	$	(381	)	$	(439	)	$	820
Net investment gains (losses) arising during the period		(141	)		—			—			—			(141	)
Reclassification adjustment:
Included in Net earnings (loss)		(6	)		—			—			—			(6	)
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			(5	)		—			—			(5	)
Deferred income taxes		—			—			—			36			36
Policyholders’ liabilities		—			—			48			—			48
Balance, September 30, 2014	$	1,610		$	(122	)	$	(333	)	$	(403	)	$	752

⁽¹⁾  Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

19

	Net Unrealized Gains (Losses) on Investments			DAC			Policyholders’ Liabilities			Deferred Income Tax Asset (Liability)			AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
	(In Millions)
Balance, January 1, 2015	$	2,231		$	(122	)	$	(368	)	$	(610	)	$	1,131
Net investment gains (losses) arising during the period		(953	)		—			—			—			(953	)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		10			—			—			—			10
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			52			—			—			52
Deferred income taxes		—			—			—			281			281
Policyholders’ liabilities		—			—			92			—			92
Balance, September 30, 2015	$	1,288		$	(70	)	$	(276	)	$	(329	)	$	613
Balance, January 1, 2014	$	607		$	(107	)	$	(245	)	$	(90	)	$	165
Net investment gains (losses) arising during the period		1,002			—			—			—			1,002
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		1			—			—			—			1
Excluded from Net earnings (loss)(1)		—			—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC		—			(15	)		—			—			(15	)
Deferred income taxes		—			—			—			(313	)		(313	)
Policyholders’ liabilities		—			—			(88	)		—			(88	)
Balance, September 30, 2014	$	1,610		$	(122	)	$	(333	)	$	(403	)	$	752

⁽¹⁾  Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

20

The following tables disclose the fair values and gross unrealized losses of the 692 issues at September 30, 2015 and the 601 issues at December 31, 2014 of fixed maturities that are not deemed to be other-than-temporarily impaired, 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:

	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, 2015:
Fixed Maturity Securities:
Corporate	$	3,237	$	(117	)	$	503	$	(61	)	$	3,740	$	(178	)
U.S. Treasury, government and agency		2,355		(259	)		—		—			2,355		(259	)
States and political subdivisions		19		(1	)		—		—			19		(1	)
Foreign governments		74		(6	)		40		(10	)		114		(16	)
Commercial mortgage-backed		78		(3	)		279		(102	)		357		(105	)
Residential mortgage-backed		40		—			30		—			70		—
Asset-backed		4		—			17		(1	)		21		(1	)
Redeemable preferred stock		147		(2	)		63		(3	)		210		(5	)
Total	$	5,954	$	(388	)	$	932	$	(177	)	$	6,886	$	(565	)
December 31, 2014:
Fixed Maturity Securities:
Corporate	$	1,314	$	(29	)	$	1,048	$	(42	)	$	2,362	$	(71	)
U.S. Treasury, government and agency		280		(6	)		373		(20	)		653		(26	)
States and political subdivisions		21		—			—		—			21		—
Foreign governments		27		(1	)		65		(6	)		92		(7	)
Commercial mortgage-backed		37		(2	)		355		(140	)		392		(142	)
Residential mortgage-backed		—		—			35		—			35		—
Asset-backed		—		—			20		(1	)		20		(1	)
Redeemable preferred stock		42		—			169		(10	)		211		(10	)
Total	$	1,721	$	(38	)	$	2,065	$	(219	)	$	3,786	$	(257	)

The Company’s investments in fixed maturity securities do not include concentrations of credit risk of any single issuer greater than 10% of the consolidated equity of AXA Equitable, other than securities of the U.S. government, U.S. government agencies, and certain securities guaranteed by the U.S. government. 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 0.3% of total investments. The largest exposures to a single issuer of corporate securities held at September 30, 2015 and December 31, 2014 were $154 million and $146 million, respectively. 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 of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near default). At September 30, 2015 and December 31, 2014, respectively, approximately $1,401 million and $1,788 million, or 4.5% and 5.8%, of the $31,171 million and $30,795 million aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade. These securities had net unrealized losses of $79 million and $85 million at September 30, 2015 and December 31, 2014, respectively. At September 30, 2015 and 2014, respectively, the $177 million and $219 million of gross unrealized losses of twelve months or more were concentrated in commercial mortgage-backed securities. In accordance with the policy described in Note 2, the Company concluded that an adjustment to earnings for OTTI for these securities was not warranted at either September 30, 2015 or 2014. At September 30, 2015 and December 31, 2014, the Company did not intend to sell the securities nor will it likely be required to dispose of the securities before the anticipated recovery of their remaining amortized cost basis.

21

The Company does not originate, purchase or warehouse residential mortgages and is not in the mortgage servicing business. The Company’s fixed maturity investment portfolio includes RMBS backed by subprime and Alt-A residential mortgages, comprised of loans made by banks or mortgage lenders to residential borrowers with lower credit ratings. The criteria used to categorize such subprime borrowers include FICO scores, interest rates charged, debt-to-income ratios and loan-to-value ratios. Alt-A residential mortgages are mortgage loans where the risk profile falls between prime and subprime; borrowers typically have clean credit histories but the mortgage loan has an increased risk profile due to higher loan-to-value and debt-to-income ratios and/or inadequate documentation of the borrowers’ income. At September 30, 2015 and December 31, 2014, respectively, the Company owned $7 million and $8 million in RMBS backed by subprime residential mortgage loans and $7 million and $7 million in RMBS backed by Alt-A residential mortgage loans. RMBS backed by subprime and Alt-A residential mortgages are fixed income investments supporting General Account liabilities.

At September 30, 2015, the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was $11 million.

For third quarter and first nine months of 2015 and 2014, investment income is shown net of investment expenses of $15 million, $41 million, $8 million and $45 million, respectively.

At September 30, 2015 and December 31, 2014, respectively, the amortized cost of the Company’s trading account securities was $6,345 million and $5,160 million with respective fair values of $6,315 million and $5,143 million. Also at September 30, 2015 and December 31, 2014, respectively, Other equity investments included the General Account’s investment in Separate Accounts which had carrying values of $80 million and $197 million and costs of $76 million and $185 million as well as other equity securities with carrying values of $32 million and $38 million and costs of $34 million and $36 million.

Net unrealized and realized gains (losses) on trading account equity securities are included in Net investment income (loss) in the consolidated statements of earnings (loss). The table below shows a breakdown of Net investment income from trading account securities during the third quarter and first nine months of 2015 and 2014:

Net investment income (loss) from trading securities

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period	$	(56	)	$	(40	)	$	(49	)	$	4
Net investment gains (losses) recognized on securities sold during the period		2			4			9			11
Unrealized and realized gains (losses) on trading securities arising during the period		(54	)		(36	)		(40	)		15
Interest and dividend income from trading securities		25			11			53			34
Net investment income (loss) from trading securities	$	(29	)	$	(25	)	$	13		$	49

Mortgage Loans

Mortgage loans on real estate are placed on nonaccrual status once management determines the collection of accrued interest is doubtful. Once mortgage loans on real estate are classified as nonaccrual loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan on real estate has been restructured to where the collection of interest is considered likely. At September 30, 2015 and December 31, 2014, the carrying values of commercial mortgage loans on real estate that had been classified as nonaccrual loans were $117 million and $89 million, respectively.

22

Troubled Debt Restructurings

In 2011, the loan shown in the table below was modified to interest only payments. Since 2011, this loan has been modified two additional times to extend interest only payments through maturity. The maturity date was also extended from November 5, 2014 to December 5, 2015. Since the fair market value of the underlying real estate collateral is the primary factor in determining the allowance for credit losses, modifications of loan terms typically have no direct impact on the allowance for credit losses, and therefore, no impact on the financial statements.

Troubled Debt Restructuring - Modifications

	Number of  Loans		Outstanding Recorded Investment
			Pre-Modification		Post - Modification
			(In Millions)
September 30, 2015
Troubled debt restructurings:
Commercial mortgage loans		1		84		93
Total		1	$	84	$	93

There were no default payments on the above loan during the first nine months of 2015.

Valuation Allowances for Mortgage Loans:

Allowance for credit losses for commercial mortgage loans for the first nine months of 2015 and 2014 was as follows:

	2015			2014
Allowance for credit losses:	(In Millions)
Beginning balance, January 1,	$	37		$	42
Charge-offs		(1	)		(14	)
Recoveries		—			—
Provision		2			9
Ending balance, September 30,	$	38		$	37
Ending balance, September 30,:
Individually Evaluated for Impairment	$	38		$	37

There were no allowances for credit losses for agricultural mortgage loans for the first nine months of 2015 and 2014.

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The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value. The following tables provide information relating to the loan-to-value and debt service coverage ratio for commercial and agricultural mortgage loans at September 30, 2015 and December 31, 2014, before adjustments for valuation allowance.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

September 30, 2015

	Debt Service Coverage Ratio
											Less		Total
	Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
Loan-to-Value Ratio:(2)	than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
	(In Millions)
Commercial Mortgage Loans(1)
0% - 50%	$	438	$	—	$	57	$	20	$	20	$	—	$	535
50% - 70%		1,132		372		670		793		78		—		3,045
70% - 90%		121		—		229		294		124		46		814
90% plus		156		—		—		—		—		—		156
Total Commercial Mortgage Loans	$	1,847	$	372	$	956	$	1,107	$	222	$	46	$	4,550
Agricultural Mortgage Loans(1)
0% - 50%	$	200	$	107	$	293	$	420	$	240	$	51	$	1,311
50% - 70%		149		89		181		294		224		49		986
70% - 90%		—		—		2		—		—		—		2
90% plus		—		—		—		—		—		—		—
Total Agricultural Mortgage Loans	$	349	$	196	$	476	$	714	$	464	$	100	$	2,299
Total Mortgage Loans(1)
0% - 50%	$	638	$	107	$	350	$	440	$	260	$	51	$	1,846
50% - 70%		1,281		461		851		1,087		302		49		4,031
70% - 90%		121		—		231		294		124		46		816
90% plus		156		—		—		—		—		—		156
Total Mortgage Loans	$	2,196	$	568	$	1,432	$	1,821	$	686	$	146	$	6,849

⁽¹⁾  The debt service coverage ratio is calculated using the most recently reported net operating income results from property operations divided by annual debt service.

⁽²⁾  The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.

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Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

December 31, 2014

	Debt Service Coverage Ratio
											Less		Total
	Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
Loan-to-Value Ratio:(2)	than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
	(In Millions)
Commercial Mortgage Loans(1)
0% - 50%	$	335	$	—	$	—	$	59	$	34	$	—	$	428
50% - 70%		963		440		872		839		54		—		3,168
70% - 90%		211		—		61		265		79		—		616
90% plus		156		—		—		—		—		47		203
Total Commercial Mortgage Loans	$	1,665	$	440	$	933	$	1,163	$	167	$	47	$	4,415
Agricultural Mortgage Loans(1)
0% - 50%	$	184	$	100	$	232	$	408	$	206	$	50	$	1,180
50% - 70%		143		87		201		223		204		47		905
70% - 90%		—		—		—		—		—		—		—
90% plus		—		—		—		—		—		—		—
Total Agricultural Mortgage Loans	$	327	$	187	$	433	$	631	$	410	$	97	$	2,085
Total Mortgage Loans(1)
0% - 50%	$	519	$	100	$	232	$	467	$	240	$	50	$	1,608
50% - 70%		1,106		527		1,073		1,062		258		47		4,073
70% - 90%		211		—		61		265		79		—		616
90% plus		156		—		—		—		—		47		203
Total Mortgage Loans	$	1,992	$	627	$	1,366	$	1,794	$	577	$	144	$	6,500

⁽¹⁾  The debt service coverage ratio is calculated using the most recently reported net operating income results from property operations divided by annual debt service.

⁽²⁾  The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.

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The following table provides information relating to the aging analysis of past due mortgage loans at September 30, 2015 and December 31, 2014, respectively, before adjustments for valuation allowance.

Age Analysis of Past Due Mortgage Loans

	30-59     Days		60-89     Days		90     Days     or >		Total		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
							(In Millions)
September 30, 2015
Commercial	$	—	$	—	$	—	$	—	$	4,550	$	4,550	$	—
Agricultural		—		35		1		36		2,263		2,299		2
Total Mortgage Loans	$	—	$	35	$	1	$	36	$	6,813	$	6,849	$	2
December 31, 2014
Commercial	$	—	$	—	$	—	$	—	$	4,415	$	4,415	$	—
Agricultural		1		7		3		11		2,074		2,085		3
Total Mortgage Loans	$	1	$	7	$	3	$	11	$	6,489	$	6,500	$	3

The following table provides information regarding impaired mortgage loans at September 30, 2015 and December 31, 2014, respectively.

Impaired Mortgage Loans

	Recorded Investment		Unpaid Principal Balance		Related Allowance			Average Recorded Investment(1)		Interest Income Recognized
	(In Millions)
September 30, 2015:
With no related allowance recorded:
Commercial mortgage loans - other	$	30	$	30	$	—		$	8	$	—
Agricultural mortgage loans		—		—		—			—		—
Total	$	30	$	30	$	—		$	8	$	—
With related allowance recorded:
Commercial mortgage loans - other	$	156	$	156	$	(38	)	$	156	$	3
Agricultural mortgage loans		—		—		—			—		—
Total	$	156	$	156	$	(38	)	$	156	$	3
December 31, 2014:
With no related allowance recorded:
Commercial mortgage loans - other	$	—	$	—	$	—		$	—	$	—
Agricultural mortgage loans		—		—		—			—		—
Total	$	—	$	—	$	—		$	—	$	—
With related allowance recorded:
Commercial mortgage loans - other	$	156	$	156	$	(37	)	$	148	$	2
Agricultural mortgage loans		—		—		—			—		—
Total	$	156	$	156	$	(37	)	$	148	$	2

⁽¹⁾  Represents a five-quarter average of recorded amortized cost.

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Derivatives and Offsetting Assets and Liabilities

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 the NYSDFS. 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, swaptions, variance swaps, equity options as well as repo transactions, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in capital markets.

Derivatives utilized to hedge exposure to Variable Annuities with Guarantee Features

The Company has issued and continues to offer certain variable annuity products with GMDB, GMIB and GIB features. The Company had previously issued certain variable annuity products with GWBL, GMWB and GMAB features (collectively, “GWBL and Other Features”). The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated 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 benefits, 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 the GIB and GWBL and Other Features is that under-performance of the financial markets could result in the GIB and GWBL and Other Features’ benefits being higher than what accumulated policyholders’ account balances would support.

For GMDB, GMIB, GIB and GWBL and Other Features, the Company retains certain risks including basis, credit spread and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB, GIB and GWBL and Other 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, AXA Equitable 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, AXA Equitable 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 Company has in place a hedge program 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.

Derivatives utilized to hedge risks associated with interest margins on Interest Sensitive Life and Annuity Contracts

Margins or “spreads” on interest-sensitive life insurance and annuity contracts are affected by interest rate fluctuations as the yield on portfolio investments, primarily fixed maturities, is intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. From time to time the Company uses interest rate swaptions and other instruments to reduce the risk associated with minimum guarantees on these interest-sensitive contracts. At September 30, 2015, there were no positions outstanding for these programs.

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Derivatives utilized to hedge equity market risks associated with the General Account’s seed money investments in Separate Accounts, retail mutual funds and Separate Account fee revenue fluctuations

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

In second quarter 2015, the Company entered into futures on equity indices to mitigate the impact on net earnings from Separate Account fee revenue fluctuations due to movements in the equity markets. These positions partially cover fees expected to be earned through the current year from the Company’s Separate Account products.

Derivatives utilized for General Account Investment Portfolio

Beginning in the second quarter of 2013, the Company implemented a strategy in its General Account investment portfolio to replicate the credit exposure of fixed maturity securities otherwise permissible under its investment guidelines through the sale of CDSs. Under the terms of these swaps, the Company receives quarterly fixed premiums that, together with any initial amount paid or received at trade inception, replicate the credit spread otherwise currently obtainable by purchasing the referenced entity’s bonds of similar maturity. These credit derivatives have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss). The Company manages its credit exposure taking into consideration both cash and derivatives based positions and selects the reference entities in its replicated credit exposures in a manner consistent with its selection of fixed maturities. In addition, the Company has transacted the sale of CDSs exclusively in single name reference entities of investment grade credit quality and with counterparties subject to collateral posting requirements. If there is an event of default by the reference entity or other such credit event as defined under the terms of the swap contract, the Company is obligated to perform under the credit derivative and, at the counterparty’s option, either pay the referenced amount of the contract less an auction-determined recovery amount or pay the referenced amount of the contract and receive in return the defaulted or similar security of the reference entity for recovery by sale at the contract settlement auction. To date, there have been no events of default or circumstances indicative of a deterioration in the credit quality of the named referenced entities to require or suggest that the Company will have to perform under these CDSs. The maximum potential amount of future payments the Company could be required to make under these credit derivatives is limited to the par value of the referenced securities which is the dollar-equivalent of the derivative notional amount. The Standard North American CDS Contract (“SNAC”) under which the Company executes these CDS sales transactions does not contain recourse provisions for recovery of amounts paid under the credit derivative.

Periodically, the Company purchases TIPS and other sovereign inflation bonds as General Account investments and enters into asset swaps, to result in payment of the variable principal at maturity and semi-annual coupons of the bonds to the swap counterparty (pay variable) in return for fixed amounts (receive fixed). These asset 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.

In third quarter of 2014, the Company implemented a strategy to hedge a portion of the credit exposure in its General Account investment portfolio by buying protection through a swap. These are swaps on the “super senior tranche” of the investment grade CDX index. Under the terms of these swaps, the Company pays quarterly fixed premiums that, together with any initial amount paid or received at trade inception, serve as premiums paid to hedge the risk arising from multiple defaults of bonds referenced in the CDX index. These credit derivatives have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss) from derivative instruments.

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The tables below present quantitative disclosures about the Company’s derivative instruments, including those embedded in other contracts required to be accounted for as derivative instruments.

Derivative Instruments by Category

	At September 30, 2015						Gains (Losses) Reported In Net Earnings (Loss) Nine Months Ended September 30, 2015
			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives
	(In Millions)
Freestanding derivatives:
Equity contracts:(1)
Futures	$	7,055	$	3	$	—	$	303
Swaps		1,498		78		6		54
Options		6,624		848		616		(167	)
Interest rate contracts:(1)
Floors		1,800		82		—		17
Swaps		12,908		506		50		157
Futures		9,274		—		—		(152	)
Swaptions		—		—		—		118
Credit contracts:(1)
Credit default swaps		2,359		11		20		(1	)
Other freestanding contracts:(1)
Foreign currency contracts		297		6		4		8
Net investment income (loss)								337
Embedded derivatives:
GMIB reinsurance contracts		—		12,214		—		1,503
GIB and GWBL and Other Features(2)		—		—		225		(97	)
SCS, SIO, MSO and IUL indexed features(3)		—		—		159		137
Total	$	41,815	$	13,748	$	1,080	$	1,880

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

⁽²⁾  Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.

⁽³⁾  SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.

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							Gains (Losses)
	At December 31, 2014						Reported In Net
			Fair Value				Earnings (Loss)
	Notional		Asset		Liability		Nine Months Ended
	Amount		Derivatives		Derivatives		September 30, 2014
	(In Millions)
Freestanding derivatives:
Equity contracts:(1)
Futures	$	5,933	$	1	$	2	$	(232	)
Swaps		1,169		22		15		(72	)
Options		6,896		1,215		742		70
Interest rate contracts:(1)
Floors		2,100		120		—		3
Swaps		11,608		605		15		875
Futures		10,647		—		—		332
Swaptions		4,800		72		—		—
Credit contracts:(1)
Credit default swaps		1,942		9		27		6
Other freestanding contracts:(1)
Foreign currency contracts		149		2		—		—
Net investment income (loss)								982
Embedded derivatives:
GMIB reinsurance contracts		—		10,711		—		2,417
GIB and GWBL and Other Features(2)		—		—		128		(74	)
SCS, SIO, MSO and IUL indexed features(3)		—		—		380		(88	)
Total	$	45,244	$	12,757	$	1,309	$	3,237

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

⁽²⁾  Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.

⁽³⁾  SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets

Equity-Based and Treasury Futures Contracts

All outstanding equity-based and treasury futures contracts at September 30, 2015 are exchange-traded and net settled daily in cash. At September 30, 2015, the Company had open exchange-traded futures positions on: (i) the S&P 500, Russell 2000, NASDAQ 100 and Emerging Market indices, having initial margin requirements of $285 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 $26 million and (iii) the Euro Stoxx, FTSE 100, Topix, ASX 200, and European, Australasia, and Far East (“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 $57 million.

Credit Risk

Although notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of credit risk. A derivative with positive fair value (a derivative asset) indicates existence of credit risk because the counterparty would owe money to the Company if the contract were closed at the reporting date.

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Alternatively, a derivative contract with negative fair value (a derivative liability) indicates the Company would owe money to the counterparty if the contract were closed at the reporting date. To reduce credit exposures in OTC derivative transactions the Company generally enters into master agreements that provide for a netting of financial exposures with the counterparty and allow for collateral arrangements as further described below under “ISDA Master Agreements.” The Company further controls and minimizes its counterparty exposure through a credit appraisal and approval process.

ISDA Master Agreements

Netting Provisions. The standardized “ISDA Master Agreement” under which the Company conducts its OTC derivative transactions includes provisions for payment netting. In the normal course of business activities, if there is more than one derivative transaction with a single counterparty, the Company will set-off the cash flows of those derivatives into a single amount to be exchanged in settlement of the resulting net payable or receivable with that counterparty. In the event of default, insolvency, or other similar event pre-defined under the ISDA Master Agreement that would result in termination of OTC derivatives transactions before their maturity, netting procedures would be applied to calculate a single net payable or receivable with the counterparty.

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. These CSAs are bilateral agreements that require collateral postings by the party “out-of-the-money” or in a net derivative liability position. Various thresholds for the amount and timing of collateralization of net liability positions are applicable. Consequently, the credit exposure of the Company’s OTC derivative contracts is limited to the net positive estimated fair value of those contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received pursuant to CSAs. Derivatives are recognized at fair value in the consolidated balance sheets and are reported either as assets in Other invested assets or as liabilities in Other liabilities, except for embedded insurance-related derivatives as described above and derivatives transacted with a related counterparty. 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.

At September 30, 2015 and December 31, 2014, respectively, the Company held $754 million and $1,225 million in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. This unrestricted cash collateral is reported in Cash and cash equivalents, and the obligation to return it is reported in Other liabilities in the consolidated balance sheets. The aggregate fair value of all collateralized derivative transactions that were in a liability position with trade counterparties at September 30, 2015 and December 31, 2014, respectively, were $13 million and $28 million, for which the Company posted collateral of $20 million and $36 million at September 30, 2015 and December 31, 2014, respectively, in the normal operation of its collateral arrangements. Certain of the Company’s ISDA Master Agreements contain contingent provisions that permit the counterparty to terminate the ISDA Master Agreement if the Company’s credit rating falls below a specified threshold, however, the occurrence of such credit event would not impose additional collateral requirements.

Securities Repurchase and Reverse Repurchase Transactions

Securities repurchase and reverse repurchase transactions are conducted by the Company under a standardized securities industry master agreement, amended to suit the specificities of each respective counterparty. These agreements generally provide detail as to the nature of the transaction, including provisions for payment netting, establish parameters concerning the ownership and custody of the collateral securities, including the right to substitute collateral during the term of the agreement, and provide for remedies in the event of default by either party. Amounts due to/from the same counterparty under these arrangements generally would be netted in the event of default and subject to rights of set-off in bankruptcy. The Company’s securities repurchase and reverse repurchase agreements are accounted for as secured borrowing or lending arrangements, respectively and are reported in the consolidated balance sheets on a gross basis. The Company obtains or posts collateral generally in the form of cash, U.S. Treasury, U.S. government and government agency securities and investment grade corporate bonds in an amount equal to 102%-105% of the fair value of the securities to be repurchased or resold and monitors their market values on a daily basis with additional collateral posted or obtained as necessary. Securities to be repurchased or resold are the same, or substantially the same, as those initially transacted under the arrangement. At September 30, 2015 and December 31, 2014, the balance outstanding under reverse repurchase transactions was $224 million and $0 million, respectively. At September 30, 2015 and December 31, 2014, the balance outstanding under securities repurchase transactions was $1,882 million and $950 million, respectively. The Company utilized the funds received from these repurchase

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agreements to extend the duration of the assets within General Account investment portfolio. For other instruments used to extend the duration of the General Account investment portfolio see “Obligation under funding agreements” included in Note 13.

The following table presents information about the Insurance Segment’s offsetting of financial assets and liabilities and derivative instruments at September 30, 2015.

Offsetting of Financial Assets and Liabilities and Derivative Instruments

At September 30, 2015

			Gross
	Gross		Amounts		Net Amounts
	Amounts		Offset in the		Presented in the
	Recognized		Balance Sheets		Balance Sheets
	(In Millions)
ASSETS(1)
Description
Derivatives:
Equity contracts	$	924	$	622	$	302
Interest rate contracts		556		43		513
Credit contracts		9		20		(11	)
Total Derivatives, subject to an ISDA Master Agreement		1,489		685		804
Total Derivatives, not subject to an ISDA Master Agreement		27		—		27
Total Derivatives		1,516		685		831
Other financial instruments(4)		882		—		882
Other invested assets(2)	$	2,398	$	685	$	1,713
Securities purchased under agreement to resell	$	224	$	—	$	224
LIABILITIES(3)
Description
Derivatives:
Equity contracts	$	622	$	622	$	—
Interest rate contracts		43		43		—
Credit contracts		20		20		—
Total Derivatives, subject to an ISDA Master Agreement		685		685		—
Total Derivatives, not subject to an ISDA Master Agreement		—		—		—
Total Derivatives		685		685		—
Other financial liabilities		3,079		—		3,079
Other liabilities	$	3,764	$	685	$	3,079
Securities sold under agreement to repurchase	$	1,882	$	—	$	1,882

⁽¹⁾  Excludes Investment Management segment’s $18 million net derivative assets, $11 million long exchange traded options and $108 million of securities borrowed.

⁽²⁾  Includes $107 million of accrued interest related to derivative instruments reported in other assets on the consolidated balance sheets.

⁽³⁾  Excludes Investment Management segment’s $11 million net derivative liabilities, $4 million short exchange traded options and $5 million of securities loaned.

⁽⁴⁾  Includes initial margin of $35 million and variation margin of $(45) million related to derivative instruments.

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The following table presents information about the Insurance segment’s gross collateral amounts that are not offset in the consolidated balance sheets at September 30, 2015.

Gross Collateral Amounts Not Offset in the Consolidated Balance Sheets

At September 30, 2015

	Net Amounts			Collateral (Received)/Held
	Presented in the			Financial						Net
	Balance Sheets			Instruments			Cash			Amounts
	(In Millions)
ASSETS:(1)
Counterparty A	$	54		$	—		$	(53	)	$	1
Counterparty B		41			—			(41	)		—
Counterparty C		98			—			(98	)		—
Counterparty D		236			—			(230	)		6
Counterparty E		62			—			(58	)		4
Counterparty F		40			—			(40	)		—
Counterparty G		102			—			(86	)		16
Counterparty H		5			(5	)		—			—
Counterparty I		78			—			(78	)		—
Counterparty J		(5	)		—			5			—
Counterparty K		(3	)		—			8			5
Counterparty L		11			—			(11	)		—
Counterparty M		36			—			(33	)		3
Counterparty N		27			—			—			27
Counterparty Q		(3	)		—			4			1
Counterparty T		(2	)		—			3			1
Counterparty U		8			—			(8	)		—
Total derivatives	$	786		$	(5	)	$	(717	)	$	64
Other financial instruments(4)		927			—			—			927
Other invested assets(2)	$	1,713		$	(5	)	$	(717	)	$	991
Counterparty M	$	154		$	(137	)	$	—		$	17
Counterparty V		70			(70	)		—			—
Securities purchased under agreement to resell	$	224		$	(207	)	$	—		$	17
LIABILITIES:(3)
Counterparty D	$	524		$	(524	)	$	—		$	—
Counterparty C		252			(252	)		—			—
Counterparty M		867			(858	)		—			9
Counterparty H		239			(233	)		—			6
Securities sold under agreement to repurchase	$	1,882		$	(1,867	)	$	—		$	15

⁽¹⁾  Excludes Investment Management segment’s cash collateral received of $5 million related to derivative assets and $108 million related to securities borrowed.

⁽²⁾  Includes $107 million of accrued interest related to derivative instruments reported in other assets on the consolidated balance sheets.

⁽³⁾  Excludes Investment Management segment’s cash collateral pledged of $4 million related to derivative liabilities and $5 million related to securities loaned.

⁽⁴⁾  Includes initial margin of $35 million related to derivative instruments.

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The following table presents information about repurchase agreements accounted for as secured borrowings in the consolidated balance sheets at September 30, 2015.

Repurchase Agreement Accounted for as Secured Borrowings⁽¹⁾

	At September 30, 2015
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 days		30–90 days		Greater Than 90 days		Total
	(In Millions)
Securities sold under agreement to repurchase
U.S. Treasury and agency securities	$	—	$	1,834	$	48	$	—	$	1,882
Total	$	—	$	1,834	$	48	$	—	$	1,882
Securities purchased under agreement to resell
Corporate securities	$	—	$	224	$	—	$	—	$	224
Total	$	—	$	224	$	—	$	—	$	224

⁽¹⁾  Excludes Investment Management segment’s $108 million of securities borrowed.

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The following table presents information about the Insurance segment’s offsetting of financial assets and liabilities and derivative instruments at December 31, 2014.

Offsetting of Financial Assets and Liabilities and Derivative Instruments

At December 31, 2014

			Gross
	Gross		Amounts		Net Amounts
	Amounts		Offset in the		Presented in the
	Recognized		Balance Sheets		Balance Sheets
	(In Millions)
ASSETS(1)
Description
Derivatives:
Equity contracts	$	1,236	$	753	$	483
Interest rate contracts		755		12		743
Credit contracts		7		27		(20	)
Total Derivatives, subject to an ISDA Master Agreement		1,998		792		1,206
Total Derivatives, not subject to an ISDA Master Agreement		40		—		40
Total Derivatives		2,038		792		1,246
Other financial instruments(2)		852		—		852
Other invested assets(2)	$	2,890	$	792	$	2,098
LIABILITIES(3)
Description
Derivatives:
Equity contracts	$	753	$	753	$	—
Interest rate contracts		12		12		—
Credit contracts		27		27		—
Total Derivatives, subject to an ISDA Master Agreement		792		792		—
Total Derivatives, not subject to an ISDA Master Agreement		—		—		—
Total Derivatives		792		792		—
Other financial liabilities		2,939		—		2,939
Other liabilities	$	3,731	$	792	$	2,939
Securities sold under agreement to repurchase	$	950	$	—	$	950

⁽¹⁾  Excludes Investment Management segment’s $8 million net derivative assets, $22 million long exchange traded options and $158 million of securities borrowed.

⁽²⁾  Includes $120 million related to accrued interest related to derivative instruments reported in other assets on the consolidated balance sheets.

⁽³⁾  Excludes Investment Management segment’s $9 million net derivative liabilities, $7 million short exchange traded options and $34 million of securities loaned.

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The following table presents information about the Insurance segment’s gross collateral amounts that are not offset in the consolidated balance sheets at December 31, 2014.

Gross Collateral Amounts Not Offset in the Consolidated Balance Sheets

At December 31, 2014

	Net Amounts		Collateral (Received)/Held
	Presented in the		Financial						Net
	Balance Sheets		Instruments			Cash			Amounts
	(In Millions)
ASSETS:(1)
Counterparty A	$	62	$	—		$	(62	)	$	—
Counterparty B		102		—			(95	)		7
Counterparty C		111		—			(110	)		1
Counterparty D		228		—			(224	)		4
Counterparty E		60		—			(59	)		1
Counterparty F		63		—			(60	)		3
Counterparty G		145		(145	)		—			—
Counterparty H		31		(31	)		—			—
Counterparty I		136		—			(134	)		2
Counterparty J		28		—			(22	)		6
Counterparty K		44		—			(44	)		—
Counterparty L		113		(113	)		—			—
Counterparty M		76		—			(68	)		8
Counterparty N		40		—			—			40
Counterparty Q		4		—			(4	)		—
Counterparty T		3		—			(3	)		—
Total Derivatives	$	1,246	$	(289	)	$	(885	)	$	72
Other financial instruments(2)		852		—			—			852
Other invested assets(2)	$	2,098	$	(289	)	$	(885	)	$	924
LIABILITIES(3)
Counterparty D	$	450	$	(450	)	$	—		$	—
Counterparty C		500		(500	)		—			—
Securities sold under agreement to repurchase	$	950	$	(950	)	$	—		$	—

⁽¹⁾  Excludes Investment Management segment’s cash collateral received of $1 million related to derivative assets and $158 million related to securities borrowed.

⁽²⁾  Includes $120 million of accrued interest related to derivative instruments reported in other assets on the consolidated balance sheets.

⁽³⁾  Excludes Investment Management segment’s cash collateral pledged of $10 million related to derivative liabilities and $34 million related to securities loaned.

4) CLOSED BLOCK

The excess of Closed Block liabilities over Closed Block assets (adjusted to exclude the impact of related amounts in AOCI) represents the expected maximum future post-tax earnings from the Closed Block that would be recognized in income from continuing operations over the period the policies and contracts in the Closed Block remain in force. As of January 1, 2001, AXA Equitable has developed an actuarial calculation of the expected timing of AXA Equitable’s Closed Block’s earnings.

If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to

36

Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If, over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Many expenses related to Closed Block operations, including amortization of DAC, are charged to operations outside of the Closed Block; accordingly, net revenues of the Closed Block do not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside of the Closed Block.

Summarized financial information for the Closed Block follows:

	September 30,		December 31,
	2015		2014
	(In Millions)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders’ account balances and other	$	7,423	$	7,537
Policyholder dividend obligation		128		201
Other liabilities		429		117
Total Closed Block liabilities		7,980		7,855
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at fair value (amortized cost of $4,444 and $4,829)		4,686		5,143
Mortgage loans on real estate		1,331		1,407
Policy loans		888		912
Cash and other invested assets		545		14
Other assets		343		176
Total assets designated to the Closed Block		7,793		7,652
Excess of Closed Block liabilities over assets designated to the Closed Block		187		203
Amounts included in accumulated other comprehensive income (loss):
Net unrealized investment gains (losses), net of deferred income tax (expense) benefit of $(43) and $(43) and policyholder dividend obligation of $(128) and $(201)		80		80
Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities	$	267	$	283

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Closed Block revenues and expenses were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(In Millions)
REVENUES:
Premiums and other income	$	59		$	61		$	194		$	202
Net investment income (loss)		88			95			279			285
Net investment gains (losses)		5			1			4			2
Total revenues		152			157			477			489
BENEFITS AND OTHER DEDUCTIONS:
Policyholders’ benefits and dividends		154			151			450			460
Other operating costs and expenses		1			2			2			3
Total benefits and other deductions		155			153			452			463
Net revenues (loss) before income taxes		(3	)		4			25			26
Income tax (expense) benefit		1			(1	)		(9	)		(9	)
Net Revenues (Losses)	$	(2	)	$	3		$	16		$	17

Reconciliation of the policyholder dividend obligation follows:

	Nine Months Ended September 30,
	2015			2014
	(In Millions)
Balances, beginning of year	$	201		$	128
Unrealized investment gains (losses), net of DAC		(73	)		50
Balances, End of Period	$	128		$	178

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5) GMDB, GMIB, GIB, GWBL AND OTHER FEATURES AND NO LAPSE GUARANTEE FEATURES

A) Variable Annuity Contracts – GMDB, GMIB, GIB and GWBL and Other Features

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 following table summarizes the GMDB and GMIB liabilities, before reinsurance ceded, reflected in the General Account in future policy benefits and other policyholders’ liabilities:

	GMDB			GMIB			Total
	(In Millions)
Balance at January 1, 2015	$	1,729		$	5,644		$	7,373
Paid guarantee benefits		(229	)		(45	)		(274	)
Other changes in reserve		413			784			1,197
Balance at September 30, 2015	$	1,913		$	6,383		$	8,296
Balance at January 1, 2014	$	1,626		$	4,203		$	5,829
Paid guarantee benefits		(171	)		(209	)		(380	)
Other changes in reserve		211			981			1,192
Balance at September 30, 2014	$	1,666		$	4,975		$	6,641

Related GMDB reinsurance ceded amounts were:

	Nine Months Ended
	September 30,
	2015			2014
	(In Millions)
Balance, beginning of year	$	832		$	791
Paid guarantee benefits		(108	)		(85	)
Other changes in reserve		193			113
Balance, End of Period	$	917		$	819

The GMIB reinsurance contracts are considered derivatives and are reported at fair value.

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The September 30, 2015 values for variable annuity contracts in-force on such date with GMDB and GMIB features are presented in the following table. For contracts with the GMDB feature, the net amount at risk in the event of death is the amount by which the GMDB benefits exceed related account values. For contracts with the GMIB feature, the net amount at risk in the event of annuitization is the amount by which the present value of the GMIB benefits exceeds related account values, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. Since variable annuity contracts with GMDB guarantees may also offer GMIB guarantees in the same contract, the GMDB and GMIB amounts listed are not mutually exclusive:

	Return of Premium			Ratchet			Roll-Up			Combo			Total
	(Dollars In Millions)
GMDB:
Account values invested in:
General Account	$	13,016		$	141		$	81		$	263		$	13,501
Separate Accounts	$	37,092		$	8,326		$	3,436		$	33,739		$	82,593
Net amount at risk, gross	$	545		$	634		$	2,470		$	16,193		$	19,842
Net amount at risk, net of amounts reinsured	$	545		$	458		$	1,689		$	6,929		$	9,621
Average attained age of contractholders		51.2			65.3			71.5			66.3			55.1
Percentage of contractholders over age 70		9.0	%		35.1	%		57.5	%		37.7	%		16.6	%
Range of contractually specified interest rates		N/A			N/A			3% - 6	%		3% - 6.5	%		3% - 6.5	%
GMIB:
Account values invested in:
General Account		N/A			N/A		$	68		$	361		$	429
Separate Accounts		N/A			N/A		$	14,332		$	40,847		$	55,179
Net amount at risk, gross		N/A			N/A		$	1,289		$	7,017		$	8,306
Net amount at risk, net of amounts reinsured		N/A			N/A		$	395		$	1,793		$	2,188
Weighted average years remaining until annuitization		N/A			N/A			1.3			2.1			2.0
Range of contractually specified interest rates		N/A			N/A			3% - 6	%		3% - 6.5	%		3% - 6.5	%

The liability for SCS, SIO, MSO, IUL, GIB and GWBL and Other Features, not included above, was $387 million and $508 million at September 30, 2015 and December 31, 2014, respectively, which are accounted for as embedded derivatives. The liability for GIB, GWBL and Other Features reflects the present value of expected future payments (benefits) less the fees attributable to these features over a range of market consistent economic scenarios. The liability for SCS, SIO, MSO and IUL reflects the present value of expected future payments assuming the segments are held to maturity.

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GMIB/GWBL Lump Sum Option

The Company continues to proactively manage the risks associated with its in-force business, particularly variable annuities with guarantee features. In first quarter 2015, the Company launched a lump sum payment option to certain contract holders with GMIB and GWBL benefits at the time their annuity account value (“AAV”) falls to zero. Prior to this option, if an eligible contract holder’s AAV fell to zero, either due to a withdrawal or surrender that is not an excess withdrawal or due to a deduction of charges, the contractholder would automatically receive a stream of payments over his or her lifetime. With this offer, contract holders will have an additional payout option to receive a percentage of the present value of those lifetime payments in a one-time lump sum payment. There is no obligation to accept the offer and it is entirely voluntary. The Company believes that this new contract feature is mutually beneficial to both the Company and the policyholder as it gives policyholders another benefit alternative and the Company reduces the uncertainty associated with future GMIB and GWBL costs. As a result of this offer, the Company updated its future reserve assumptions to incorporate the expectation that some policyholders will utilize this option. Due to the difference in accounting recognition between the GMIB and GWBL reserves and the fair value of the GMIB reinsurance contract asset, the net impact of this offer is an after-tax loss of $135 million, which was recognized in first quarter 2015. For additional information, see “Accounting for VA Guarantee Features” in Note 2.

B) Separate Account Investments by Investment Category Underlying GMDB and GMIB Features

The total account values of variable annuity contracts with GMDB and GMIB features include amounts allocated to the guaranteed interest option, which is part of the General Account and variable investment options that invest through Separate Accounts in variable insurance trusts. The following table presents the aggregate fair value of assets, by major investment category, held by Separate Accounts that support variable annuity contracts with GMDB and GMIB benefits and guarantees. The investment performance of the assets impacts the related account values and, consequently, the net amount of risk associated with the GMDB and GMIB benefits and guarantees. Since variable annuity contracts with GMDB benefits and guarantees may also offer GMIB benefits and guarantees in each contract, the GMDB and GMIB amounts listed are not mutually exclusive:

Investment in Variable Insurance Trust Mutual Funds

	September 30,		December 31,
	2015		2014
	(In Millions)
GMDB:
Equity	$	63,931	$	67,108
Fixed income		2,880		3,031
Balanced		15,384		17,505
Other		398		404
Total	$	82,593	$	88,048
GMIB:
Equity	$	42,357	$	43,850
Fixed income		1,909		1,988
Balanced		10,724		12,060
Other		189		186
Total	$	55,179	$	58,084

C) Hedging Programs for GMDB and GMIB Features

Beginning in 2003, AXA Equitable established a program intended to hedge certain risks associated first with the GMDB feature and, beginning in 2004, with the GMIB feature of the Accumulator^® series of variable annuity products. The program has also been extended to cover other guaranteed benefits as they have been made available. This program utilizes derivative contracts, such as exchange-traded equity, currency, and interest rate futures contracts, total return and/or equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity

41

options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets. At the present time, this program hedges certain economic risks on products sold, to the extent such risks are not reinsured. At September 30, 2015, the total account value and net amount at risk of the hedged variable annuity contracts were $49,121 million and $8,307 million, respectively, with the GMDB feature and $31,680 million and $1,794 million, respectively, with the GMIB and GIB feature.

These programs do not qualify for hedge accounting treatment. Therefore, gains (losses) on the derivatives contracts used in these programs, including current period changes in fair value, are recognized in net investment income (loss) in the period in which they occur, and may contribute to earnings (loss) volatility.

D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse Guarantee

The no lapse guarantee feature contained in variable and interest-sensitive life insurance policies keeps them in force in situations where the policy value is not sufficient to cover monthly charges then due. The no lapse guarantee remains in effect so long as the policy meets a contractually specified premium funding test and certain other requirements.

The following table summarizes the no lapse guarantee liabilities reflected in the General Account in Future policy benefits and other policyholders’ liabilities and the related reinsurance ceded:

	Direct		Reinsurance
	Liability		Ceded			Net
	(In Millions)
Balance at January 1, 2015	$	964	$	(303	)(1)	$	661
Other changes in reserves		116		38			154
Balance at September 30, 2015	$	1,080	$	(265	)	$	815
Balance at January 1, 2014	$	829	$	(441	)	$	388
Other changes in reserves		78		(77	)		1
Balance at September 30, 2014	$	907	$	(518	)	$	389

⁽¹⁾  Effective January 1, 2015, the ceded reserves excludes $252 million included in the deferred cost of reinsurance asset, reported in Other assets in the consolidated balance sheets.

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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.

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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.

44

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

45

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.

46

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

47

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.

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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

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

49

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

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	Redeemable Preferred Stock		Other Equity Investments(2)			GMIB Reinsurance Asset			Separate Accounts Assets			GWBL and Other Features’ Liability		Contingent Payment Arrangement
	(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	)

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	Redeemable Preferred Stock		Other Equity Investments(2)			GMIB Reinsurance Asset			Separate Accounts Assets			GWBL and Other Features’ Liability			Contingent Payment Arrangement
	(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	)

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

⁽²⁾  Includes Trading securities’ Level 3 amount.

⁽³⁾  For the GMIB reinsurance contract asset and GWBL and other features reserves, represents premiums.

⁽⁴⁾  For the GMIB reinsurance contract asset, represents recoveries from reinsurers and for GWBL and other features reserves represents benefits paid.

⁽⁵⁾  For contingent payment arrangements, it represents payments under the arrangement.

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

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

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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 Value		Valuation Technique	Significant Unobservable Input	Range
	(In Millions)
Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate	$	36	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		4	Matrix pricing model	Spread over U.S. Treasury curve	25 bps - 687 bps
Other equity investments		10	Market comparable companies	Revenue multiple	2.1x - 5.3x
				Discount rate	30.0%
Separate Accounts’ assets		259	Third party appraisal	Capitalization rate	4.9%
				Exit capitalization rate	5.9%
				Discount rate	6.8%
		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%

⁽¹⁾  Excludes GMAB and GIB liabilities.

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Quantitative Information about Level 3 Fair Value Measurements

December 31, 2014

	Fair Value		Valuation Technique	Significant Unobservable Input	Range
	(In Millions)
Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate	$	75	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		5	Matrix pricing model	Spread over U.S. Treasury curve	30 bps - 687 bps
Other equity investments		20	Market comparable companies	Revenue multiple	2.0x - 3.5x
				Discount rate	18.0%
				Discount years	2
Separate Accounts’ assets		234	Third party appraisal	Capitalization rate	5.2%
				Exit capitalization rate	6.2%
				Discount rate	7.1%
		7	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%

⁽¹⁾  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

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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.

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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.

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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.

7) EMPLOYEE BENEFIT PLANS

The funding policy of the Company for its qualified pension plans is to satisfy its funding obligations each year in an amount not less than the minimum required by the ERISA, as amended by the Pension Act, and not greater than the maximum it can deduct for Federal income tax purposes.

In the first nine months of 2015, no cash contributions were made by AXA Equitable or AllianceBernstein to their respective qualified pension plans. Based on the funded status of the Company’s plans at September 30, 2015, no minimum contribution is required to be made in 2015 under ERISA, as amended by the Pension Act. For 2015, no cash contribution will be made by AXA Equitable or AllianceBernstein to their respective qualified pension plans.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Net Periodic Pension Expense:
(Qualified Plans)
Service cost	$	2		$	3		$	6		$	7
Interest cost		23			26			69			79
Expected return on assets		(39	)		(38	)		(117	)		(116	)
Net amortization		29			28			89			84
Actuarial (gain) loss		1			—			1			—
Net Periodic Pension Expense	$	16		$	19		$	48		$	54

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8) SHARE-BASED COMPENSATION PROGRAMS

AXA and AXA Financial sponsor various share-based compensation plans for eligible employees and financial professionals of AXA Financial and its subsidiaries. AllianceBernstein also sponsors its own unit option plans for certain of its employees.

Compensation costs for the third quarter and first nine months of 2015 and 2014 for share-based payment arrangements as further described herein are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015			2014		2015		2014
	(In Thousands)
Performance Units/Shares	$	3,200		$	3,230	$	14,226	$	9,925
Stock Options		117			216		623		774
AllianceBernstein Stock Options		2,900			—		9,300		(300	)
AllianceBernstein Restricted Units		—			2,200		—		9,600
Other compensation plans(1)		(64	)		94		488		283
Total Compensation Expenses	$	6,153		$	5,740	$	24,637	$	20,282

⁽¹⁾ Other compensation plans include Restricted Stock, Stock Appreciation Rights and AXA Miles.

Performance Units and Performance Shares

2015 Grant. On June 19, 2015, under the terms of the Performance Share Plan, AXA awarded approximately 1.7 million unearned performance shares to employees of AXA Equitable. The extent to which 2015-2017 cumulative performance targets measuring the performance of AXA and the insurance related businesses of AXA Financial Group are achieved will determine the number of performance shares earned, which may vary in linear formula between 0% and 130% of the number of performance shares at stake. The performance shares earned during this performance period will vest and be settled on the fourth anniversary of the award date. The plan will settle in shares to all participants. In the third quarter and first nine months of 2015, the expenses associated with the June 19, 2015 grant of performance shares were $1 million and $7 million, respectively.

Settlement of 2012 Grant in 2015. On April 2, 2015, cash distributions of approximately $53 million were made to active and former AXA Equitable employees in settlement of 2,273,008 performance units earned under the terms of the AXA Performance Unit Plan 2012.

Stock Options

2015 Grant. On June 19, 2015, 442,885 options to purchase AXA ordinary shares were granted to employees of AXA Equitable under the terms of the Stock Option Plan at an exercise price of 22.90 euros. All of those options have a five-year graded vesting schedule, with one-third vesting on each of the third, fourth, and fifth anniversaries of the grant date. Of the total options awarded on June 19, 2015, 244,597 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a specified period. All of the options granted on June 19, 2015 have a ten-year term. The weighted average grant date fair value per option award was estimated at 1.58 euros using a Black-Scholes options pricing model with modification to measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 23.68%, a weighted average expected term of 8.2 years, an expected dividend yield of 6.29% and a risk-free interest rate of 0.92%. The total fair value of these options (net of expected forfeitures) of approximately $1 million is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible. In the third quarter and first nine months of 2015, the Company recognized expenses associated with the June 19, 2015 grant of options of approximately $25,000 and $308,000, respectively.

2015 AXA Shareplan. In 2015, eligible employees of participating AXA Financial subsidiaries were offered the opportunity to purchase newly issued AXA ordinary shares, subject to plan limits, under the terms of AXA Shareplan

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2015. Eligible employees could have reserved a share purchase during the reservation period from August 31, 2015 through September 14, 2015 and could have cancelled their reservation or elected to make a purchase for the first time during the retraction/subscription period from October 22, 2015 through October 27, 2015. The U.S. dollar purchase price was determined by applying the U.S. dollar/Euro forward exchange rate on October 21, 2015 to the discounted formula subscription price in Euros. “Investment Option A” permitted participants to purchase AXA ordinary shares at a 20% formula discounted price of 17.74 euros/per share. “Investment Option B” permitted participants to purchase AXA ordinary shares at an 8.57% formula discounted price of 20.27 euros/per share on a leveraged basis with a guaranteed return of initial investment plus a portion of any appreciation in the undiscounted value of the total shares purchased. For purposes of determining the amount of any appreciation, the AXA ordinary share price will be measured over a fifty-two week period preceding the scheduled end date of AXA Shareplan 2015 which is July 1, 2020. All subscriptions became binding and irrevocable on October 27, 2015.

AllianceBernstein Long-term Incentive Compensation Plans. During the third quarter and first nine months of 2015, AllianceBernstein purchased 3.0 million and 3.8 million Holding units for $82 million and $103 million, respectively (on a trade date basis). These amounts reflect open-market purchases of 3.0 million and 3.7 million Holding Units for $82 million and $101 million, respectively, with the remainder relating to purchases of Holding units from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards. During the third quarter and first nine months of 2014, AllianceBernstein purchased 0.1 million and 0.2 million AB Holding Units for $1 million and $5 million, respectively (on a trade date basis). These amounts reflect purchases from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards.

During the first nine months of 2015 and 2014, AllianceBernstein granted to employees and eligible Directors 0.3 million and 0.8 million restricted Holding awards, respectively. In the first nine months of 2015 and 2014, AllianceBernstein used Holding units repurchased during the period and newly issued Holding units to fund the restricted Holding unit awards.

9) INCOME TAXES

Income taxes for the interim periods ended September 30, 2015 and 2014 have been computed using an estimated annual effective tax rate. This rate is revised, if necessary, at the end of each successive interim period to reflect the current estimate of the annual effective tax rate.

During the second quarter of 2015, the Company reached a settlement with the IRS on the appeal of proposed adjustments to the Company’s 2004 and 2005 Federal corporate income tax returns. The impact of this settlement on the Company’s financial statements and unrecognized tax benefits in the first nine months of 2015 was a tax benefit of $77 million.

During the second quarter of 2014, the IRS completed its examination of the Company’s 2006 and 2007 Federal corporate income tax returns and issued its Revenue Agent’s Report. The impact of these completed audits on the Company’s financial statements and unrecognized tax benefits in the first nine months of 2014 was a tax benefit of $215 million.

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10) LITIGATION

There have been no new material legal proceedings and no material developments in specific litigations or regulatory matters previously reported in the Company’s Notes to Consolidated Financial Statements for the year ended December 31, 2014, except as set forth below:

Insurance Litigation

A lawsuit was filed in the United States District Court of the District of New Jersey in July 2011, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC (“FMG LLC”) (“Sivolella Litigation”). The lawsuit was filed derivatively on behalf of eight funds. The lawsuit seeks recovery under Section 36(b) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), for alleged excessive fees paid to AXA Equitable and FMG LLC for investment management services. In November 2011, plaintiff filed an amended complaint, adding claims under Sections 47(b) and 26(f) of the Investment Company Act, as well as a claim for unjust enrichment. In addition, plaintiff purports to file the lawsuit as a class action in addition to a derivative action. In the amended complaint, plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses and reserves the right to seek punitive damages where applicable. In December 2011, AXA Equitable and FMG LLC filed a motion to dismiss the amended complaint. In May 2012, the Plaintiff voluntarily dismissed her claim under Section 26(f) seeking restitution and rescission under Section 47(b) of the 1940 Act. In September 2012, the Court denied the defendants’ motion to dismiss as it related to the Section 36(b) claim and granted the defendants’ motion as it related to the unjust enrichment claim.

In January 2013, a second lawsuit was filed in the United States District Court of the District of New Jersey entitled Sanford et al. v. FMG LLC (“Sanford Litigation”). The lawsuit was filed derivatively on behalf of eight funds, four of which are named in the Sivolella lawsuit as well as four new funds, and seeks recovery under Section 36(b) of the Investment Company Act for alleged excessive fees paid to FMG LLC for investment management services. In light of the similarities of the allegations in the Sivolella and Sanford Litigations, the parties and the Court agreed to consolidate the two lawsuits.

In April 2013, the plaintiffs in the Sivolella and Sanford Litigations amended the complaints to add additional claims under Section 36(b) of the Investment Company Act for recovery of alleged excessive fees paid to FMG LLC in its capacity as administrator of EQ Advisors Trust. The Plaintiffs seek recovery of the alleged overpayments, or alternatively, rescission of the contract and restitution of the excessive fees paid, interest, costs and fees. In January 2015, defendants filed a motion for summary judgment as well as various motions to strike certain of the Plaintiffs’ experts in the Sivolella and Sanford Litigations. Also in January 2015, two Plaintiffs in the Sanford Litigation filed a motion for partial summary judgment relating to the EQ/Core Bond Index Portfolio as well as motions in limine to bar admission of certain documents and preclude the testimony of one of defendants’ experts. In August 2015, the Court denied Plaintiffs’ motions in limine and also denied both parties motions for summary judgment. The trial has been scheduled for January 2016.

In April 2014, a lawsuit was filed in the United States District Court for the Southern District of New York, entitled Andrew Yale, on behalf of himself and all others similarly situated v. AXA Life Insurance Company F/K/A AXA Equitable Life Insurance Company. The lawsuit is a putative class action on behalf of all persons and entities that, between 2011 and March 11, 2014, directly or indirectly, purchased, renewed or paid premiums on life insurance policies issued by AXA Equitable (the “Policies”). The complaint alleges that AXA Equitable did not disclose in its New York statutory annual statements or elsewhere that the collateral for certain reinsurance transactions with affiliated reinsurance companies was supported by parental guarantees, an omission that allegedly caused AXA Equitable to misrepresent its “financial condition” and “legal reserve system.” The lawsuit seeks recovery under Section 4226 of the New York Insurance Law of all premiums paid by the class for the Policies during the relevant period. In June 2014, AXA Equitable filed a motion to dismiss the complaint on procedural grounds, which was denied in October 2014. In February 2015, plaintiffs substituted two new named plaintiffs for the current named plaintiff, Mr. Yale, who had determined that he could not serve as the named plaintiff and class representative in the case. The action is now entitled Ross v. AXA Equitable Life Insurance Company. In March 2015, AXA Equitable filed a motion to dismiss on substantive grounds, whereupon the court permitted plaintiffs to file an amended pleading, which they did in March 2015. In April 2015, AXA Equitable filed a motion to dismiss the amended complaint. In April 2015, plaintiffs filed a motion for class certification. In July 2015, the Court granted AXA Equitable’s motion to dismiss for lack of subject matter jurisdiction. As a result of that decision, the Court also denied plaintiffs motion for class certification as moot. In August 2015, plaintiffs filed a notice of appeal and a briefing schedule has been set by the Second Circuit Court of Appeals.

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In April 2015, the same plaintiffs’ law firm filed a second action in the United States District Court for the Southern District of New York on behalf of a putative class of variable annuity holders with “Guaranteed Benefits Insurance Riders,” entitled Calvin W. Yarbrough, on behalf of himself and all others similarly situated v. AXA Equitable Life Insurance Company. The new action covers the same class period, makes substantially the same allegations, and seeks the same relief (return of all premium paid by class members) as the first action on behalf of life insurance policyholders. In October 2015, the Court, on its own, dismissed the Yarbrough litigation on similar grounds as Ross. In October 2015, plaintiff filed a notice of appeal.

A lawsuit was filed in the Supreme Court of the State of New York, County of Westchester, Commercial Division (“New York state court”) in June 2014, entitled Jessica Zweiman, Executrix of the Estate of Anne Zweiman, on behalf of herself and all others similarly situated v. AXA Equitable Life Insurance Company. The lawsuit is a putative class action on behalf of “all persons who purchased variable annuities from AXA Equitable which subsequently became subject to the ATM Strategy, and who suffered injury as a result thereof.” Plaintiff asserts that volatility management techniques – which the complaint refers to as the “ATM Strategy” – were implemented in certain variable investment options offered to plaintiff’s mother under her variable annuity contract and that use of volatility management in those options “breached the terms of the variable deferred annuities held by plaintiff and the Class.” The lawsuit seeks unspecified damages. In July 2014, AXA Equitable filed a notice of removal to the United States District Court for the Southern District of New York and plaintiff filed a motion to remand the action to New York state court. In September 2014, AXA Equitable filed a motion to dismiss the Complaint as precluded by the Securities Litigation Uniform Standards Act. In September 2015, the New York federal district court granted AXA Equitable’s motion to dismiss the Complaint. In October 2015, plaintiff filed a notice of appeal.

In November 2014, one of the plaintiff’s law firms in Zweiman filed a separate lawsuit entitled Arlene Shuster, on behalf of herself and all others similarly situated v. AXA Equitable Life Insurance Company in the Superior Court of New Jersey, Camden County (“New Jersey state court”). This lawsuit is a putative class action on behalf of “all AXA [Equitable] variable life insurance policyholders who allocated funds from their Policy Accounts to investments in AXA’s Separate Accounts, which were subsequently subjected to volatility-management strategy, and who suffered injury as a result thereof” and asserts a claim for breach of contract similar to the claim in Zweiman. In December 2014, AXA Equitable filed a notice of removal to the United States District Court for the District of New Jersey. In January 2015, plaintiff filed a motion to remand the action to New Jersey state court. In July 2015, the New Jersey federal district court remanded the action to New Jersey state court. In September 2015, AXA Equitable filed a motion to dismiss the compliant.

In August 2015, another of the plaintiff’s law firms in Zweiman filed a third lawsuit entitled Richard T. O’Donnell, on behalf of himself and all other similarly situated v. AXA Equitable Life Insurance Company in Connecticut Superior Court, Judicial Division of New Haven (“Connecticut state court”). This lawsuit purports to cover the same class definition, makes substantially the same allegations, and seeks the same relief as in Zweiman. In September 2015, AXA Equitable filed a notice of removal to the United States District Court for the District of Connecticut and a motion to transfer to the United States District Court for the Southern District of New York. In October 2015, plaintiff filed a motion to remand the action to Connecticut state court.

Although the outcome of litigation and regulatory matters generally cannot be predicted with certainty, management intends to vigorously defend against the allegations made by the plaintiffs in the actions described above and believes that the ultimate resolution of the matters described therein involving AXA Equitable and/or its subsidiaries should not have a material adverse effect on the consolidated financial position of AXA Equitable. Management cannot make an estimate of loss, if any, or predict whether or not any of the litigations and regulatory matters described above will have a material adverse effect on AXA Equitable’s consolidated results of operations in any particular period.

In addition to the matters described above in the Company’s Notes to Consolidated Financial Statements for the year ended December 31, 2014, a number of lawsuits, claims, assessments and regulatory inquiries have been filed or commenced against life and health insurers and asset managers in the jurisdictions in which AXA Equitable and its respective subsidiaries do business. These actions and proceedings involve, among other things, insurers’ sales practices, product design, features and accompanying disclosure, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, alleged breach of

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fiduciary duties, alleged mismanagement of client funds and other matters. Some of the matters have resulted in the award of substantial judgments and fines against other insurers and asset managers, including material amounts of punitive damages, or in substantial settlements. Courts, juries and regulators often have substantial discretion in awarding large damage awards and fines, including punitive damages. AXA Equitable and its subsidiaries from time to time are involved in such actions and proceedings. While the ultimate outcome of such matters cannot be predicted with certainty, in the opinion of management no such matter is likely to have a material adverse effect on AXA Equitable’s consolidated financial position or results of operations. However, it should be noted that the frequency of large damage awards, including large punitive damage awards and regulatory fines that bear little or no relation to actual economic damages incurred, continues to create the potential for an unpredictable judgment in any given matter.

11) RELATED PARTY TRANSACTIONS

AXA Equitable reimburses AXA Financial for expenses relating to the Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits. Such reimbursement was based on the cost to AXA Financial of the benefits provided which totaled $(8) million, $13 million and $2 million, $20 million, respectively, for the third quarter and first nine months of 2015 and 2014.

AXA Equitable paid $146 million, $449 million, $150 million and $459 million, respectively, of commissions and fees to AXA Distribution and its subsidiaries for sales of insurance products for the third quarter and first nine months of 2015 and 2014. AXA Equitable charged AXA Distribution’s subsidiaries $85 million, $243 million, $79 million and $246 million, respectively, for their applicable share of operating expenses for the third quarter and first nine months of 2015 and 2014, pursuant to the Agreements for Services.

AXA Equitable provides personnel services, employee benefits, facilities, supplies and equipment under service agreements with certain AXA Financial subsidiaries and affiliates to conduct their business. The associated costs related to the service agreement are allocated based on methods that management believes are reasonable, including a review of the nature of such costs and activities performed to support each company. As a result of such allocations, AXA Equitable was reimbursed $26 million, $73 million, $19, million and $56 million for the third quarter and first nine months of 2015 and 2014, respectively.

Both AXA Equitable and AllianceBernstein, along with other AXA affiliates, participate in certain intercompany cost sharing and service agreements including technology and professional development arrangements. AXA Equitable and AllianceBernstein incurred expenses under such agreements of approximately $30 million, $106 million, $40 million and $118 million for the third quarter and first nine months of 2015 and 2014, respectively. Expense reimbursements by AXA and AXA affiliates to AXA Equitable under such agreements totaled approximately $4 million, $11 million, $3 million and $13 million for the third quarter and first nine months of 2015 and 2014, respectively. The net receivable (payable) related to these contracts was approximately $11 million and $3 million at September 30, 2015 and December 31, 2014, respectively.

At September 30, 2015 and December 31, 2014, the Company’s GMIB reinsurance contract asset with AXA Arizona had carrying values of $9,783 million and $8,560 million, respectively, and is reported in Guaranteed minimum income benefit reinsurance contract asset, at fair value in the consolidated balance sheets. Ceded premiums to AXA Arizona in the third quarter and first nine months of 2015 and 2014 related to the UL and no lapse guarantee riders totaled approximately $114 million, $337 million, $114 million and $333 million, respectively. Ceded claims paid in the third quarter and first nine months of 2015 and 2014 were $5 million, $35 million, $21 million and $70 million, respectively.

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12) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

AOCI represents cumulative gains (losses) on items that are not reflected in earnings (loss). The balances as of September 30, 2015 and 2014 follow:

	September 30,
	2015			2014
	(In Millions)
Unrealized gains (losses) on investments	$	645		$	751
Foreign currency translation adjustments		(53	)		(22	)
Defined benefit pension plans		(722	)		(697	)
Total accumulated other comprehensive income (loss)		(130	)		32
Less: Accumulated other comprehensive (income) loss attributable to noncontrolling interest		52			20
Accumulated Other Comprehensive Income (Loss) Attributable to AXA Equitable	$	(78	)	$	52

The components of OCI, net-of-taxes for the third quarter and first nine months of 2015 and 2014 follow:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the period	$	(10	)	$	(15	)	$	(17	)	$	(9	)
(Gains) losses reclassified into net earnings (loss) during the period		(1	)		—			(2	)		—
Foreign currency translation adjustment		(11	)		(15	)		(19	)		(9	)
Net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the period		130			(93	)		(622	)		650
(Gains) losses reclassified into net earnings (loss) during the period(1)		2			3			12			24
Net unrealized gains (losses) on investments		132			(90	)		(610	)		674
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other		71			26			132			(77	)
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $107, $(34), $(261) and $321)		203			(64	)		(478	)		597
Change in defined benefit plans:
Less: reclassification adjustments to net earnings (loss) for:
Amortization of net actuarial (gains) losses included in
Amortization of net prior service cost included in net periodic cost		19			20			58			60
Change in defined benefit plans (net of deferred income tax expense (benefit) of $10, $11, $31 and $101)		19			20			58			60
Total other comprehensive income (loss), net of income taxes		211			(59	)		(439	)		648
Less: Other comprehensive (income) loss attributable to noncontrolling interest		5			11			10			7
Other Comprehensive Income (Loss) Attributable to AXA Equitable	$	216		$	(48	)	$	(429	)	$	655

⁽¹⁾  See “Reclassification adjustments” in Note 3. Reclassification amounts presented net of income tax expense (benefit) of $1 million and $(2) million, $(6) million and $(13) million, for the third quarter and first nine months of 2015 and 2014, respectively.

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

13) COMMITMENTS AND CONTINGENT LIABILITIES

Restructuring

As part of AXA Equitable’s on-going efforts to reduce costs and operate more efficiently, from time to time, management has approved and initiated plans to reduce headcount and relocate certain operations. In the first nine months of 2014, AXA Equitable recorded pre-tax charges of $25 million related to the reduction in office space in the Company’s 1290 Avenue of the Americas, New York, New York headquarters.

Obligation under funding agreements

Funding agreements are reported in Policyholders’ account balances in the consolidated balance sheets. AXA Equitable as a member of the FHLBNY has access to borrowing facilities from the FHLBNY including collateralized borrowings and funding agreements, which would require AXA Equitable to pledge qualified mortgage-backed assets and/or government securities as collateral. AXA Equitable’s capacity with the FHLBNY was increased during second quarter 2014 from $1,000 million to $3,000 million. At both September 30, 2015 and December 31, 2014 the Company had $500 million of outstanding funding agreements with the FHLBNY. The funding agreements were used to extend the duration of the assets within the General Account investment portfolio. For other instruments used to extend the duration of the General Account investment portfolio see “Derivative and offsetting assets and liabilities” included in Note 3.

14) SEGMENT INFORMATION

The following tables reconcile segment revenues and earnings (loss) from continuing operations before income taxes to total revenues and earnings (loss) as reported on the consolidated statements of earnings (loss) and segment assets to total assets on the consolidated balance sheets, respectively.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Segment revenues:
Insurance(1)	$	4,983		$	3,011		$	7,231		$	8,784
Investment Management(2)		738			749			2,291			2,220
Consolidation/elimination		(7	)		(6	)		(21	)		(20	)
Total Revenues	$	5,714		$	3,754		$	9,501		$	10,984

⁽¹⁾  Includes investment expenses charged by AllianceBernstein of approximately $12 million, $34 million, $8 million and $22 million for the third quarter and first nine months of 2015 and 2014, respectively, for services provided to AXA Equitable’s insurance segment.

⁽²⁾  Intersegment investment advisory and other fees of approximately $19 million, $55 million, $14 million and $42 million, for the third quarter and first nine months of 2015 and 2014, respectively, are included in total revenues of the Investment Management segment.

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	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In Millions)
Segment earnings (loss) from continuing operations, before income taxes:
Insurance	$	3,200	$	1,426	$	2,271	$	3,849
Investment Management		138		142		445		412
Consolidation/elimination		1		—		—		—
Total Earnings (Loss) from Continuing Operations, before income taxes	$	3,339	$	1,568	$	2,716	$	4,261

	September 30,			December 31,
	2015			2014
	(In Millions)
Segment assets:
Insurance	$	181,432		$	184,018
Investment Management(1)		11,754			11,990
Consolidation/elimination		(5	)		(3	)
Total Assets	$	193,181		$	196,005

⁽¹⁾  In accordance with SEC regulations, the Investment Management segment includes securities with a fair value of $350 million and $415 million which have been segregated in a special reserve bank custody account at September 30, 2015 and December 31, 2014, respectively, for the exclusive benefit of securities broker-dealer or brokerage customers under the Exchange Act.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations for the Company that follows should be read in conjunction with the Consolidated Financial Statements and the related Notes to Consolidated Financial Statements included elsewhere herein, with the information provided under “Forward-looking Statements” included elsewhere herein and Management’s Discussion and Analysis (“MD&A”) in Part II, Item 7 and “Risk Factors” in Part I, Item 1A included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 ( “2014 Form 10-K”).

BACKGROUND

Established in 1859, AXA Equitable is among the oldest and largest life insurance companies in the United States. As part of a diversified financial services organization, AXA Equitable and its subsidiaries offer a broad spectrum of insurance and investment management products and services. Together with its affiliates, including AllianceBernstein, AXA Equitable is a leading asset manager, with total assets under management of approximately $559.1 billion at September 30, 2015, of which approximately $462.9 billion were managed by AllianceBernstein. AXA Equitable is an indirect wholly owned subsidiary of AXA.

The Company conducts operations in two business segments, the Insurance segment and the Investment Management segment. The Insurance segment offers a variety of traditional, variable and universal life insurance products and variable and fixed-interest annuity products principally to individuals, small and medium-size businesses and professional and trade associations. The Investment Management segment is principally comprised of the investment management business of AllianceBernstein. AllianceBernstein provides research, diversified investment management and related services globally to a broad range of clients. This segment also includes institutional Separate Accounts principally managed by AllianceBernstein that provide various investment options for large group pension clients, primarily defined benefit and contribution plans, through pooled or single group accounts.

EXECUTIVE OVERVIEW

Earnings (loss). The Company’s business and consolidated results of operations are significantly affected by conditions in the capital markets and the economy. The accounting of reserves for GMDB and GMIB features do not fully and immediately reflect the impact of equity and interest market fluctuations. If the reserves were calculated on a basis that would fully and immediately reflect the impact of equity and interest market fluctuations, earnings would be lower than the $2.2 billion and $1.8 billion consolidated net earnings of the Company in the third quarter and first nine months of 2015, respectively. These net earnings were largely due to the market driven increases in the fair values of the GMIB reinsurance contract asset and investment income from derivative instruments used to hedge the variable annuity products with GMDB, GMIB and GWBL features (collectively, the “VA Guarantee Features”) which were not fully offset by the market driven increase in VA Guarantee Features reserves. For additional information, see “Accounting For VA Guarantee Features” below.

Sales. The market for annuity and life insurance products of the types the Company issues continues to be dynamic. Over the past several years, the Company has modified its product portfolio with the objective of offering a balanced and diversified product portfolio that takes into account the macroeconomic environment and customer preferences and drives profitable growth while appropriately managing risk. These products have generally been well received in the marketplace, however variable annuity products continue to account for the majority of the Company’s sales.

In the third quarter of 2015, life insurance and annuities first year premiums and deposits decreased by $47 million from the comparable 2014 period. The decrease in first year premiums and deposits during the third quarter of 2015 was driven by $49 million lower annuity deposits partially offset by $2 million higher life insurance sales. In the first nine months of 2015, life insurance and annuities first year premiums and deposits decreased by $199 million from the comparable 2014 period. The decrease in first year premiums and deposits during the first nine months of 2015 was driven by $187 million and $12 million lower annuity and life insurance sales. For additional information on sales, see “Premiums and Deposits” below.

In-force management. The Company continues to proactively manage its in-force business. For example:

• GMIB/GWBL Lump Sum Option. In first quarter 2015, the Company launched a lump sum payment option to certain contract holders with GMIB and GWBL benefits at the time their AAV falls to zero. Prior to this option, if

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an eligible contract holder’s AAV fell to zero, either due to a withdrawal or surrender that was not an excess withdrawal or due to a deduction of charges, the contractholder would automatically receive a stream of payments over his or her lifetime. With this offer, contract holders will have an additional payout option to receive a percentage of the present value of those lifetime payments in a one-time lump sum payment. There is no obligation to accept the offer and it is entirely voluntary. The Company believes that this new contract feature is mutually beneficial to both the Company and the policyholder as it gives policyholders another benefit alternative and the Company reduces the uncertainty associated with future GMIB and GWBL costs. As a result of this offer, the Company updated its future reserve assumptions to incorporate the expectation that some policyholders will utilize this option.

Due to the difference in accounting recognition between the GMIB and GWBL reserves and the fair value of the GMIB reinsurance contract asset, the net impact of this offer is an after-tax loss of $135 million, which was recognized in the first nine months of 2015. For additional information, see “Accounting for VA Guarantee Features” in Note 2.

• GMDB Buyback. In July 2015, the Company initiated a program to purchase from certain policyholders the GMDB riders contained in their Accumulator® contracts. There is no obligation to accept the offer and it is entirely voluntary. The Company believes that this program is mutually beneficial to both the Company and policyholders, who no longer need or want the GMDB rider as it gives policyholders immediate capital liquidity and the Company reduces the uncertainty associated with future GMDB costs. Management does not expect this offer will have a material impact on the Company’s consolidated financial statements.

• Cost of Insurance Rates (“COI”). Effective January 1, 2016, the Company will raise COI rates for certain UL policies issued between 2004 and 2007 which have both issue ages 70 and above and current face value amount of $1 million and above. The Company is raising the COI rates for these policies as management expects future mortality and investment experience to be less favorable than what was anticipated when the current schedule of COI rates was established. This COI rate increase is larger than the increase that previously had been anticipated in management’s reserve assumptions. As a result management updated the assumption to reflect the actual COI rate increase, resulting in a $46 million increase to net earnings.

Products. In late third quarter 2015, the Company entered the group employee benefits business. The Company offers a suite of benefit products including group life insurance, dental and vision, short- and long-term disability, deductible insurance, hospital indemnity and critical illness to small and medium-size businesses located in New York. Sales to business’ located outside of New York will be sold through MLOA, an affiliate of AXA Equitable.

Legislative and Regulatory Developments.

• DOL. The U.S. Department of Labor (the “DOL”) issued a proposed rule in April 2015 that could, if adopted, substantially expand the range of activities that would be considered to be fiduciary investment advice under ERISA. Depending on the breadth of the final rule, the investment-related information and support that our affiliated advisors and our employees could provide to retirement plan sponsors, participants, and IRA holders on a non-fiduciary basis could be substantially limited compared to what is allowed under current law. This could have an adverse impact on the level and type of services we can provide, as well as the nature and amount of compensation and fees that we and our affiliated advisors and firms receive for investment-related services to retirement plans and IRAs. Management believes that the DOL is likely to adopt a final rule in early 2016 with an effective date in the second half of 2016. The exact nature and scope of the impact under any new final rule is undeterminable at this time. For additional information on the DOL proposal see “Part II, Item 5 – Other Information” in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and for additional information on the potential impacts of regulation on the Company see “Item 1 – Business – Regulation” and “Item 1A – Risk Factors” in the 2014 Form 10-K.

• NAIC. At the NAIC Spring National Meeting in March 2015, the NAIC established the Variable Annuities Issues (E) Working Group (“Working Group”) to oversee the NAIC’s efforts to study and address regulatory issues resulting in variable annuity captive reinsurance transactions. As part of its charge, the Working Group is reviewing a variety of factors relevant to the assessment of captives utilized in connection with cessions of variable annuities business, including why variable annuity captives are established, the RBC and statutory accounting treatment of variable annuities, and the use of hedging in connection with variable annuities. The Working Group is developing and drafting a revised variable annuities framework and has indicated that it would like the final framework to be effective by January 1, 2017. It is expected to include a number of changes to the statutory requirements dealing

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with variable annuities. While the exact nature and scope of the Working Group’s final framework is undeterminable at this time, some of the proposed changes being discussed could adversely impact the capital management benefits we currently receive under our reinsurance arrangement with AXA Arizona. For additional information on the Company’s use of a captive reinsurer and the potential risks related to possible regulatory changes regarding the use of captives, see “Reinsurance ceded – AXA Arizona” below and “Item 1 – Business – Regulation” and “Item 1A – Risk Factors” in the 2014 Form 10-K.

AllianceBernstein AUM. At AllianceBernstein, total AUM as of September 30, 2015 were $462.9 billion, a decrease of $11.1 billion, or 2.4%, compared to December 31, 2014, and down $10.1 billion, or 2.2%, compared to September 30, 2014. During the first nine months of 2015, AUM decreased as a result of market depreciation of $16.8 billion partially offset by net inflows of $5.7 billion. During the twelve month period ended September 30, 2015, AUM decreased as a result of market depreciation of $13.7 billion and an adjustment of $0.5 billion (beginning in third quarter 2014, AllianceBernstein began excluding assets for which it provides administrative services but not investment management services from AUM) partially offset by net inflows of $4.1 billion. For additional information, see “Fees and Assets Under Management” below.

ACCOUNTING FOR VA GUARANTEE FEATURES

The Company has offered and continues to offer certain variable annuity products with VA Guarantee Features. These products continue to account for over half of the Company’s Separate Accounts assets and have been a significant driver of its results. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, the Company has in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. Due to the accounting treatment, certain of these hedging and reinsurance programs contribute to earnings volatility. These programs generally include, among others, the following:

• Hedging programs. Hedging programs are used to mitigate certain risks associated with the VA Guarantee Features. These programs utilize various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in VA Guarantee Features’ exposures attributable to movements in the equity markets and interest rates. Although these programs are designed to provide a measure of economic protection against the impact adverse market conditions may have with respect to VA Guarantee Features, they do not qualify for hedge accounting treatment, meaning that changes in the value of the derivatives will be recognized in the period in which they occur while offsetting changes in reserves will be recognized over time.

• GMIB reinsurance contracts. GMIB reinsurance contracts are used to cede to affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. The GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB as noted above, on the other hand, are calculated on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts and therefore will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market and/or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts. Because the changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur while offsetting changes in gross reserves for GMIB will be recognized over time, earnings will tend to be more volatile.

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Changes in interest rates and equity markets have contributed to earnings volatility. The table below shows, for the third quarter and first nine months of 2015 and 2014 and the year ended December 31, 2014, the impact on Earnings (Loss) from continuing operations before income taxes of the items discussed above (prior to the impact of Amortization of deferred acquisition costs):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,						Year Ended
	2015			2014			2015			2014			December 31, 2014
	(In Millions)
Income (loss) on free-standing derivatives(1)	$	1,114		$	363		$	328		$	909		$	1,372
Increase (decrease) in fair value of GMIB reinsurance contracts(2)		2,263			901			1,503			2,417			3,964
(Increase) decrease in GMDB, GMIB and GWBL reserves, net of related GMDB reinsurance(3)		(533	)		(408	)		(930	)		(901	)		(1,590	)
Total	$	2,844		$	856		$	901		$	2,425		$	3,746

⁽¹⁾  Reported in Net investment income (loss) in the consolidated statements of earnings (loss)

⁽²⁾  Reported in Increase (decrease) in fair value of reinsurance contracts in the consolidated statements of earnings (loss)

⁽³⁾  Reported in Policyholders’ benefits in the consolidated statements of earnings (loss)

Reinsurance ceded – AXA Arizona. The Company currently reinsures to AXA Arizona a 100% quota share of all liabilities for GMDB/GMIB riders on the Accumulator^® products sold on or after January 1, 2006 and in-force at September 30, 2008. AXA Arizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under universal life insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. For AXA Equitable, these reinsurance transactions currently provide statutory capital relief and mitigate the volatility of capital requirements.

The Company receives statutory reserve credits for reinsurance treaties with AXA Arizona to the extent AXA Arizona holds assets in an irrevocable trust ($9.6 billion at September 30, 2015) and/or letters of credit ($3.2 billion at September 30, 2015). These letters of credit are guaranteed by AXA. AXA Arizona is required to hold a combination of assets in the trust and/or letters of credit so that the Company can take credit for the reinsurance.

For further information regarding this transaction, see “Item 1A-Risk Factors” included in the 2014 Form 10-K.

2015 Assumption Changes and Model Refinements. Effective January 1, 2016 the Company will raise COI rates for certain UL policies issued between 2004 and 2007 which have both issue ages 70 and above and current face value amount of $1 million and above. The Company is raising the COI rates for these policies as management expects future mortality and investment experience to be less favorable than what was anticipated when the current schedule of COI rates was established. This COI rate increase is larger than the increase that previously had been anticipated in management’s reserve assumptions. As a result, management updated the assumption to reflect the actual COI rate increase, resulting in a $46 million increase to net earnings. 

In the first quarter of 2015, the Company launched a lump sum payment option to certain contract holders with GMIB and GWBL benefits at the time their AAV falls to zero. As a result of this offer, the Company updated its future reserve assumptions to incorporate the expectation that some policyholders will utilize this option. The impact of this assumption update in the first nine months of 2015 resulted in a decrease in the fair value of the GMIB reinsurance contract asset of $263 million and a decrease in the GMIB reserves of $55 million. In the first nine months of 2015, the after tax impacts of this assumption update decreased Net earnings by approximately $135 million.

In the second quarter of 2015, based upon management’s current expectations of interest rates and future fund growth, the Company updated its RTM assumption used to calculate GMDB/GMIB and VISL reserves and amortization DAC from 9.0%

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to 7.0%. The impact of this assumption update in the first nine months of 2015 was an increase in GMDB/GMIB reserves of $723 million, an increase in VISL reserves of $29 million and a decrease in amortization of DAC of $67 million. In the first nine months of 2015, the after tax impacts of this assumption update decreased Net earnings by approximately $445 million.

In the second quarter of 2015, expectations of long-term lapse rates for certain accumulator products at certain durations and moneyness levels were lowered based on emerging experience. This update increases expected future claim costs and the fair value of the GMIB reinsurance contract asset. The impact of this assumption update in the first nine months of 2015 was an increase in the fair value of the GMIB reinsurance contract asset of $216 million and an increase in the GMIB reserves of $65 million and a decrease in the amortization of DAC of $13 million. In the first nine months of 2015, the after tax impacts of this assumption update increased the Net earnings by approximately $107 million.

2014 Assumption Changes and Model Refinements. In third quarter 2014, the Company updated its assumptions of future GMIB costs as a result of lower expected short term lapses for those policyholders who did not accept the GMIB buyout offer that expired in third quarter 2014. The impacts of this refinement in the third quarter and first nine months of 2014 resulted in an increase in the fair value of the GMIB reinsurance asset of $62 million and an increase in the GMIB reserves of $16 million.

In addition, 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 in the first nine months of 2014 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.

In the first nine months of 2014, the after DAC and after tax impacts of these refinements increased Net earnings by approximately $337 million.

CRITICAL ACCOUNTING ESTIMATES

Application of Critical Accounting Estimates

The Company’s MD&A is based upon its consolidated financial statements that have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires the application of accounting policies that often involve a significant degree of judgment, requiring management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management, on an ongoing basis, reviews and evaluates the estimates and assumptions used in the preparation of the consolidated financial statements, including those related to investments, recognition of insurance income and related expenses, DAC, future policy benefits, recognition of Investment Management revenues and related expenses and benefit plan costs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of such factors form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If management determines that modifications in assumptions and estimates are appropriate given current facts and circumstances, the consolidated results of operations and financial position as reported in the consolidated financial statements could change significantly.

Management believes the critical accounting policies relating to the following areas are most dependent on the application of estimates, assumptions and judgments:

• Insurance Revenue Recognition

• Insurance Reserves and Policyholder Benefits

• DAC

• Goodwill and Other Intangible Assets

• Investment Management Revenue Recognition and Related Expenses

• Share-based and Other Compensation Programs

• Pension Plans

• Investments – Impairments and Fair Value Measurements

• Income Taxes

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A discussion of each of the critical accounting estimates may be found in the Company’s 2014 Form 10-K, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Application of Critical Accounting Estimates.”

CONSOLIDATED RESULTS OF OPERATIONS

AXA Equitable

Consolidated Results of Operations

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Universal life and investment-type product policy fee income	$	937		$	901		$	2,747		$	2,613
Premiums		111			121			372			389
Net investment income (loss):
Investment income (loss) from derivative instruments		915			295			337			982
Other investment income (loss)		514			537			1,577			1,689
Total net investment income (loss)		1,429			832			1,914			2,671
Investment gains (losses), net:
Total other-than-temporary impairment losses		(14	)		(2	)		(32	)		(53	)
Portion of loss recognized in other comprehensive income		—			—			—			—
Net impairment losses recognized		(14	)		(2	)		(32	)		(53	)
Other investment gains (losses), net		10			7			14			26
Total investment gains (losses), net		(4	)		5			(18	)		(27	)
Commissions, fees and other income		978			994			2,983			2,921
Increase (decrease) in the fair value of the reinsurance contract asset		2,263			901			1,503			2,417
Total revenues		5,714			3,754			9,501			10,984
Policyholders’ benefits		1,251			915			2,793			2,521
Interest credited to policyholders’ account balances		(5	)		166			583			820
Compensation and benefits		422			415			1,355			1,311
Commissions		275			285			841			858
Distribution related payments		97			106			300			304
Amortization of deferred sales commission		12			12			37			30
Interest expense		6			10			16			45
Amortization of deferred policy acquisition costs		90			44			248			122
Capitalization of deferred policy acquisition costs		(155	)		(155	)		(456	)		(467	)
Rent expense		42			40			122			123
Amortization of other intangible assets		7			7			21			20
Other operating costs and expenses		333			341			925			1,036
Total benefits and other deductions		2,375			2,186			6,785			6,723
Earnings (loss) from continuing operations before income taxes		3,339			1,568			2,716			4,261
Income tax (expense) benefit		(1,064	)		(491	)		(612	)		(1,090	)
Net earnings (loss)		2,275			1,077			2,104			3,171
Less: net (earnings) loss attributable to the noncontrolling interest		(90	)		(90	)		(291	)		(262	)
Net Earnings (Loss) Attributable to AXA Equitable	$	2,185		$	987		$	1,813		$	2,909

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The consolidated earnings (loss) narrative that follows discusses the results for the third quarter and first nine months ended September 30, 2015 compared to the comparable 2014 period’s results. For additional information, see “Accounting for VA Guarantee Features” above.

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Net earnings attributable to the Company in third quarter 2015 were $2.2 billion, an increase of $1.2 billion from the $987 million of net earnings attributable to the Company in third quarter 2014. The increase is primarily attributable to a higher increase in the fair value of the GMIB reinsurance contract asset, higher investment income from derivative instruments partially offset by a higher increase in GMDB/GMIB reserves in the third quarter 2015 compared to the third quarter of 2014. The third quarter 2015 higher earnings also reflected lower interest credited to policyholder’s account balances primarily driven by lower interest credited on certain variable annuity contracts which are based upon performance of market indices subject to guarantees.

Net earnings attributable to the noncontrolling interest were $90 million in both third quarter 2015 and 2014 primarily reflecting earnings from AllianceBernstein in both periods.

Net earnings inclusive of earnings (losses) attributable to noncontrolling interest were $2.3 billion in third quarter 2015, an increase of $1.2 billion from net earnings of $1.1 billion reported for third quarter 2014.

Income tax expense in third quarter 2015 was $1.1 billion, primarily due to the $3.2 billion pre-tax earnings in the Insurance segment, compared to an income tax expense of $491 million in third quarter 2014, primarily due to the $1.4 billion pre-tax earnings in the Insurance segment. Income taxes for third quarter 2015 and 2014 were computed using an estimated annual effective tax rate. In third quarter 2015 and 2014, Federal income taxes attributable to consolidated operations were different from the amounts determined by multiplying the earnings before income taxes and noncontrolling interest by the expected Federal income tax rate of 35%. The primary differences were dividend received deductions, nontaxable investment income and noncontrolling interest permanent differences. The Company does not provide Federal and state income taxes on the undistributed earnings of non-U.S. corporate subsidiaries as such earnings are permanently invested outside of the United States.

Earnings from operations before income taxes were $3.3 billion in third quarter 2015, an increase of $1.7 billion from the $1.6 billion in pre-tax earnings reported in third quarter 2014. The Insurance segment’s pre-tax earnings from operations totaled $3.2 billion in third quarter 2015; $1.8 billion higher than the pre-tax earnings of $1.4 billion in third quarter 2014. The Investment Management segment’s pre-tax earnings from operations were $138 million in third quarter 2015; $4 million lower than the $142 million reported in third quarter 2014. The Insurance segment’s higher pre-tax earnings in third quarter 2015 as compared to third quarter 2014 was primarily due to a higher increase in the fair value of the GMIB reinsurance contract asset, higher investment income from derivative instruments and lower interest credited to policyholders’ account balances partially offset by an increase in GMDB/GMIB reserves and higher baseline amortization of DAC. The lower pre-tax earnings from operations in the Investment Management segment in the third quarter of 2015 were primarily due to lower other investment income, investment gains and commission fees and other income partially offset by higher investment income from derivatives and lower distribution related payments.

Total revenues were $5.7 billion in third quarter 2015, an increase of $1.9 billion from $3.8 billion reported in third quarter 2014. The Insurance segment reported total revenues of $5.0 billion in third quarter 2015, a $2.0 billion increase from the $3.0 billion reported in third quarter 2014. The Investment Management segment reported total revenues of $738 million, an $11 million decrease from the $749 million of revenues reported in third quarter 2014. The increase in Insurance segment revenues was principally due to a $1.4 billion higher increase in the fair value of the GMIB reinsurance contract asset, $601 million higher investment income from derivative instruments in third quarter 2015 and $36 million higher Universal life and investment-type product policy fee income. These increases were partially offset by $12 million lower other investment income and $10 million lower premiums. The decrease in Investment Management segment’s revenues in the third quarter of 2015 was primarily due to $15 million higher other investment losses, $8 million lower commission fees and other income and $7 million lower investment gains partially offset by $19 million higher income from derivative instruments.

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Total benefits and expenses were $2.4 billion in third quarter 2015, an increase of $189 million from the $2.2 billion reported for third quarter 2014. The Insurance segment’s total benefits and expenses were $1.8 billion, an increase of $198 million from the third quarter 2014 total of $1.6 billion. The Investment Management segment’s total expenses for third quarter 2015 were $600 million; $7 million lower than the $607 million in expenses in third quarter 2014. The Insurance segment’s increase was principally due to $336 million higher policyholders’ benefits and $46 million higher amortization of DAC partially offset by $171 million lower interest credited to policyholder’s account balances and $10 million lower commission expenses. The decrease in expenses for the Investment Management segment was principally due to $9 million lower distribution related payments.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Net earnings attributable to the Company in the first nine months of 2015 were $1.8 billion, a decrease of $1.1 billion from the $2.9 billion of net earnings attributable to the Company in the first nine months of 2014. The decrease is primarily attributable to a lower increase in the fair value of the GMIB reinsurance contract asset, lower investment income from derivative instruments and a higher increase in GMDB/GMIB reserves in the first nine months of 2015 compared to the first nine months of 2014. The first nine months of 2015 decrease was partially offset by lower interest credited to policyholder’s account balances and the higher Universal life and investment-type product policy fee income and higher commissions, fees and other income in first nine months of 2015 as compared to the comparable 2014 period.

Net earnings attributable to the noncontrolling interest were $291 million in the first nine months of 2015 as compared to $262 million for the first nine months of 2014. The increase was principally due to higher earnings from AllianceBernstein in the first nine months of 2015 as compared to the first nine months of 2014.

Net earnings inclusive of earnings (losses) attributable to noncontrolling interest were $2.1 billion in the first nine months of 2015, a decrease of $1.1 billion from net earnings of $3.2 billion reported for the first nine months of 2014.

Income tax expense in the first nine months of 2015 was $612 million, primarily due to the $2.3 billion pre-tax earnings in the Insurance segment, compared to income tax expense of $1.1 billion in the first nine months of 2014, primarily due to the $3.8 billion pre-tax earnings in the Insurance segment. Income tax expense in the first nine months of 2015 was decreased by a $77 million benefit related to a settlement with the IRS on the appeal of proposed adjustments to the Company’s 2004 and 2005 Federal corporate income tax returns. Income tax expense in the first nine months of 2014 was decreased by a $215 million benefit related to the completion of the 2006 and 2007 IRS audit. Income taxes for the first nine months of 2015 and 2014 were computed using an estimated annual effective tax rate. In the first nine months of 2015 and 2014, Federal income taxes attributable to consolidated operations were different from the amounts determined by multiplying the earnings before income taxes and noncontrolling interest by the expected Federal income tax rate of 35%. The primary differences were dividend received deductions, nontaxable investment income and noncontrolling interest permanent differences. The Company does not provide Federal and state income taxes on the undistributed earnings of non-U.S. corporate subsidiaries as such earnings are permanently invested outside of the United States.

Earnings from operations before income taxes were $2.7 billion in the first nine months of 2015, a decrease of $1.6 billion from the $4.3 billion in pre-tax earnings reported in the first nine months of 2014. The Insurance segment’s pre-tax earnings from operations totaled $2.3 billion in the first nine months of 2015; $1.5 billion lower than the $3.8 billion pre-tax earnings in the first nine months of 2014. The Investment Management segment’s pre-tax earnings were $445 million in the first nine months of 2015, $33 million higher than the $412 million pre-tax earnings reported in the first nine months of 2014. The Insurance segment’s lower pre-tax earnings in the first nine months of 2015 were primarily due to a lower increase in the fair value of the GMIB reinsurance contract asset, lower investment income from derivative instruments and a higher increase in GMDB/GMIB reserves in the first nine months of 2015 compared to the first nine months of 2014. The first nine months of 2015 decrease in earnings was partially offset by lower interest credited to policyholder’s account balances, higher Universal life and investment-type product policy fee income and higher commissions, fees and other income in the first nine months of 2015 as compared to the comparable 2014 period. The higher pre-tax earnings from operations in the investment management segment in the first nine months of 2015 were primarily due to higher commission fees and other income partially and investment income from derivative instruments in the first nine months of 2015 as compared to investment losses from derivative instruments in the first nine months of 2014 partially offset by higher compensation and benefits.

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Total revenues were $9.5 billion in the first nine months of 2015, a decrease of $1.5 billion from revenues of $11.0 billion in the first nine months of 2014. The Insurance segment reported total revenues of $7.2 billion in the first nine months of 2015, a $1.6 billion decrease from the $8.8 billion reported in the first nine months of 2014. The Investment Management segment reported total revenues of $2.3 billion, a $71 million increase from the $2.2 billion of revenues reported in the first nine months of 2014. The decrease in Insurance segment revenues was principally due to a $914 million lower increase in the fair value of the GMIB reinsurance contract asset, $680 million lower investment income from derivative instruments and $106 million lower other investment income in the first nine months of 2015 as compared to the first nine months of 2014. These decreases in revenues were partially offset by the $134 million higher Universal life and investment-type product policy fee income and $18 million lower investment losses, net. The increase in Investment Management segment’s revenues in the first nine months of 2015 was primarily due to $63 million higher investment advisory and services fees and $20 million of investment income from derivative instruments as compared to $15 million of investment losses from derivative instruments in the first nine months of 2014. The increase in revenues in the Investment Management segment was partially offset by $18 million lower other investment income.

Total benefits and expenses were $6.8 billion in the first nine months of 2015, an increase of $62 million from the $6.7 billion reported for the first nine months of 2014. The Insurance segment’s total benefits and expenses were $5.0 billion, an increase of $25 million from the first nine months of 2014 total of $4.9 billion. The Investment Management segment’s total expenses for the first nine months of 2015 were $1.8 billion, $38 million higher than the $1.8 billion in expenses in the first nine months of 2014. The Insurance segment’s increase was principally due to $272 million higher policyholders’ benefits and $126 million increase in amortization of DAC partially offset by $237 million lower interest credited to policyholder’s account balances, $115 million lower other operating expenses and a decrease of $29 million of interest expense. The increase in expenses for the Investment Management segment was principally due to $31 million higher compensation and benefit expenses and $7 million higher amortization of deferred sales commissions.

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RESULTS OF OPERATIONS BY SEGMENT

Insurance.

Insurance Segment Results of Operations

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Universal life and investment-type product policy fee income	$	937		$	901		$	2,747		$	2,613
Premiums		111			121			372			389
Net investment income (loss):
Investment income (loss) from derivative instruments		892			291			317			997
Other investment income (loss)		532			544			1,548			1,654
Total net investment income (loss)		1,424			835			1,865			2,651
Investment gains (losses), net:
Total other-than-temporary impairment losses		(14	)		(2	)		(32	)		(53	)
Portion of losses recognized in other comprehensive income		—			—			—			—
Net impairment losses recognized		(14	)		(2	)		(32	)		(53	)
Other investment gains (losses), net		9			(1	)		12			15
Total investment gains (losses), net		(5	)		(3	)		(20	)		(38	)
Commissions, fees and other income		253			256			764			752
Increase (decrease) in the fair value of the reinsurance contract asset		2,263			901			1,503			2,417
Total revenues		4,983			3,011			7,231			8,784
Policyholders’ benefits		1,251			915			2,793			2,521
Interest credited to policyholders’ account balances		(5	)		166			583			820
Compensation and benefits		100			93			358			345
Commissions		275			285			841			858
Amortization of deferred policy acquisition costs		90			44			248			122
Capitalization of deferred policy acquisition costs		(155	)		(155	)		(456	)		(467	)
Rent expense		10			8			26			25
Interest expense		6			9			15			44
All other operating costs and expenses		211			220			552			667
Total benefits and other deductions		1,783			1,585			4,960			4,935
Earnings (Loss) from Continuing Operations, before Income Taxes	$	3,200		$	1,426		$	2,271		$	3,849

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Revenues

In third quarter 2015, the Insurance segment reported total revenues of $5.0 billion, a $2.0 billion increase from the $3.0 billion reported in third quarter 2014. The increase was principally due to a $1.4 billion higher increase in the fair value of the GMIB reinsurance contract asset, $601 million higher investment income from derivative instruments in third quarter 2015 and $36 million higher Universal life and investment-type product policy fee income. These increases were partially offset by $12 million lower other investment income and $10 million lower premiums.

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Universal life and investment-type product policy fee income increased $36 million to $937 million in third quarter 2015 from $901 million in third quarter 2014. The increase was principally due to higher policy fee income earned on variable annuity products and a $7 million decrease in the initial fee liability in the third quarter of 2015 as compared to a $4 million increase in the initial fee liability in the third quarter of 2014. During the third quarter of 2015, favorable changes in expected future margins on variable and interest-sensitive life products decreased the initial fee liability by $7 million.

Premiums totaled $111 million in third quarter 2015, $10 million lower than the $121 million in third quarter 2014. The decrease primarily resulted from lower traditional life insurance product sales and $3 million lower sales of supplementary contracts.

Net investment income (loss) increased $589 million to $1.4 billion in third quarter 2015 from $835 million in third quarter 2014. The increase resulted from a $601 million increase in investment income from derivative instruments, a $27 million increase in investment income from trading account securities and $11 million higher investment income on fixed maturities and mortgage loans on real estate partially offset by $24 million lower equity income from other equity investments. The Insurance segment reported $892 million of income from derivative instruments in third quarter 2015, including those related to hedging programs implemented to mitigate certain risks associated with the GMDB/GMIB/GWBL features of certain variable annuity contracts and those used to hedge risks associated with interest margins on interest sensitive life and annuity contracts as compared to $291 million of income from derivative instruments in third quarter 2014. The third quarter 2015 investment income from derivatives was primarily driven by a decrease in both interest rates and equity markets during third quarter 2015. The third quarter 2014 investment income from derivative instruments was primarily driven by movements in interest rates and relatively flat equity markets.

Investment gains (losses), net was a loss of $5 million in third quarter 2015, as compared to a loss of $3 million in third quarter 2014. The Insurance segment’s investment loss, net in third quarter 2015 was primarily due to higher writedowns of fixed maturities ($14 million in third quarter 2015 and $2 million in third quarter 2014), partially offset by higher realized gains of fixed maturities of $11 million.

Commissions, fees and other income decreased $3 million to $253 million in third quarter 2015 as compared to $256 million in third quarter 2014. This decrease was primarily due to $5 million lower gross investment management and distribution fees from EQAT/VIP partially offset by $2 million higher fee income by AXA Distributors.

In third quarter 2015, there was a $2.3 billion increase in the fair value of the GMIB reinsurance contract asset as compared to the $901 million increase in its fair value in third quarter 2014; both periods’ changes reflected existing capital market conditions. Included in third quarter 2015 were the impacts from decreasing interest rates and decreasing equity markets which increased the fair value of the reinsurance contract asset by $1.5 billion and $600 million, respectively. Included in third quarter 2014 was the impact from movements in interest rates and relatively flat equity markets which increased the fair value of the reinsurance contract asset by $464 million and $79 million, respectively. In addition in third quarter 2014 the Company updated its assumptions of future GMIB costs as a result of lower expected short term lapses for those policyholders who did not accept the GMIB buyout offer that expired in third quarter 2014. The impacts of this refinement resulted in an increase in the fair value of the GMIB reinsurance asset of $62 million.

Benefits and Other Deductions

In third quarter 2015 total benefits and other deductions were $1.8 billion, an increase of $198 million from the third quarter 2014 total of $1.6 billion. The increase was principally due to $336 million higher policyholders’ benefits and $46 million higher amortization of DAC partially offset by $171 million lower interest credited to policyholder’s account balances and $10 million lower commission expenses.

Policyholders’ benefits increased $336 million to $1.2 billion in third quarter 2015 from $915 million in third quarter 2014. The increase was primarily due to the $492 million increase in GMDB/GMIB reserves and a $40 million increase in GWBL and GMAB reserves in third quarter 2015 compared to a $390 million increase in GMDB/GMIB reserves and an $18 million increase in GWBL and GMAB reserves in third quarter 2014; both periods reflecting changes in interest rates and equity markets which increased the GMDB/GMIB reserves by $423 million and $404 million, in the third quarter of 2015 and 2014, respectively. The third quarter 2015 increase also included an $82 million higher net increase in the no lapse guarantee reserve (reflecting an $82 million decrease in ceded reserves as a result of model refinements in the calculation of affiliated ceded reserves) offset by a $71 million decrease in reserves for variable and interest-sensitive life products to reflect an assumption update for the actual COI rate increase.

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In third quarter 2015, interest credited to policyholders’ account balances totaled $(5) million, a decrease of $171 million from the $166 million reported in third quarter 2014 primarily due to lower interest credited on certain variable annuity contracts which are based upon performance of market indices subject to guarantees and lower amortization of sales inducements.

Total compensation and benefits totaled $100 million in third quarter 2015, a $7 million increase from $93 million in third quarter 2014, primarily due to higher employee benefit and salary costs.

In third quarter 2015, commission expense totaled $275 million, a decrease of $10 million compared to third quarter 2014, principally due to lower sales of certain life and annuity products.

In third quarter 2015, interest expense totaled $6 million; a decrease of $3 million from $9 million in third quarter 2014. The decrease is due to the repayment of a $325 million surplus note with an interest rate of 6.0% in fourth quarter 2014.

DAC amortization was $90 million in third quarter 2015, an increase of $46 million from $44 million of DAC amortization in third quarter 2014. The increase in DAC amortization is primarily due to higher baseline amortization partially offset by $27 million favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability) primarily as a result of lapse assumption updates in the third quarter of 2015 compared to $10 million favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability) in the comparable 2014 period.

After the initial establishment of reserves, premium deficiency and loss recognition tests are performed each period end using best estimate assumptions as of the testing date without provisions for adverse deviation. When the liabilities for future policy benefits plus the present value of expected future gross premiums for the aggregate product group are insufficient to provide for expected future policy benefits and expenses for that line of business (i.e., reserves net of any DAC asset), DAC would first be written off and thereafter, if required, a premium deficiency reserve would be established by a charge to earnings.

In accordance with the guidance for the accounting and reporting by insurance enterprises for certain long-duration contracts and participating contracts and for realized gains and losses from the sale of investments, current and expected future profit margins for products covered by this guidance are examined regularly in determining the amortization of DAC.

DAC associated with variable annuity products is amortized based on estimated assessments. DAC associated with universal life products and investment-type products, other than variable annuity products is amortized over the expected total life of the contract group as a constant percentage of estimated gross profits arising principally from investment results, Separate Account fees, mortality and expense margins and surrender charges based on historical and anticipated future experience, updated at the end of each accounting period. When estimated gross profits are expected to be negative for multiple years of a contract life, DAC is amortized using the present value of estimated assessments. The effect on the amortization of DAC of revisions to estimated gross profits or assessments is reflected in earnings (loss) in the period such estimated gross profits or assessments are revised. A decrease in expected gross profits or assessments would accelerate DAC amortization. Conversely, an increase in expected gross profits or assessments would slow DAC amortization. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to AOCI in consolidated equity as of the balance sheet date.

A significant assumption in the amortization of DAC on variable annuities and, to a lesser extent, on variable and interest-sensitive life insurance relates to projected future Separate Account performance. Management sets estimated future gross profit or assessment assumptions related to Separate Account performance using a long-term view of expected average market returns by applying a reversion to the mean approach, a commonly used industry practice. This future return approach influences the projection of fees earned, as well as other sources of estimated gross profits. Returns that are higher than expectations for a given period produce higher than expected account balances, increase the fees earned resulting in higher expected future gross profits and lower DAC amortization for the period. The opposite occurs when returns are lower than expected.

In applying this approach to develop estimates of future returns, it is assumed that the market will return to an average gross long-term return estimate, developed with reference to historical long-term equity market performance. In second quarter 2015, based upon management’s current expectations of interest rates and future fund growth, the Company updated its RTM assumption from 9.0% to 7.0%. The average gross long term return measurement start date was also updated to December 31, 2014. Management has set limitations as to maximum and minimum future rate of return assumptions, as well as a limitation on the duration of use of these maximum or minimum rates of return. At September 30, 2015, the average gross

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short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities was 7.0% (4.7% net of product weighted average Separate Account fees), and the gross maximum and minimum short-term annual rate of return limitations were 15.0% (12.7% net of product weighted average Separate Account fees) and 0.0% (-2.3% net of product weighted average Separate Account fees), respectively. The maximum duration over which these rate limitations may be applied is 5 years. This approach will continue to be applied in future periods. These assumptions of long-term growth are subject to assessment of the reasonableness of resulting estimates of future return assumptions.

If actual market returns continue at levels that would result in assuming future market returns of 15.0% for more than 5 years in order to reach the average gross long-term return estimate, the application of the 5 - year maximum duration limitation would result in an acceleration of DAC amortization. Conversely, actual market returns resulting in assumed future market returns of 0.0% for more than 5 years would result in a required deceleration of DAC amortization. At September 30, 2015, current projections of future returns assume a reversion to the mean of 7.0% in seven quarters. To demonstrate the sensitivity of variable annuity reserves and DAC amortization from a change in the assumption for future Separate Account rate of return see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates – Sensitivity of Future Rate of Return Assumptions on GMDB/GMIB Reserves and Sensitivity of DAC to Changes in Future Rate of Return Assumptions” in the Company’s 2014 Form 10-K.

Other significant assumptions underlying gross profit estimates for UL products and investment type products relate to contract persistency and General Account investment spread.

DAC capitalization totaled $155 million in both third quarter 2015 and 2014. Both periods reflected minimal changes in deferrable expenses and commissions.

Other operating costs and expenses totaled $211 million in third quarter 2015, a decrease of $9 million from the $220 million reported in third quarter 2014. The decrease is primarily related to a $15 million decrease in general insurance expenses, legal expenses and consulting fees partially offset by $8 million higher in amortization of reinsurance costs related to the deferred asset recorded from the Company’s reinsurance transaction with AXA Arizona.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Revenues

In the first nine months of 2015, the Insurance segment reported total revenues of $7.2 billion, a $1.6 billion decrease from the $8.8 billion reported in the first nine months of 2014. The decrease in revenues was principally due to a $914 million lower increase in the fair value of the GMIB reinsurance contract asset, $680 million lower investment income from derivative instruments and $106 million lower other investment income in the first nine months of 2015 as compared to the first nine months of 2014. These decreases in revenues were partially offset by the $134 million higher Universal life and investment-type product policy fee income and $18 million lower investment losses, net.

Universal life and investment-type product policy fee income increased $134 million to $2.7 billion in the first nine months of 2015 from $2.6 billion in the first nine months of 2014. The increase was principally due to higher policy fee income earned on variable annuity products. The initial fee liability increased $36 million in both the first nine months of 2015 and 2014. During the first nine months of 2015 and 2014 favorable changes in expected future margins on variable and interest-sensitive life products increased the initial fee liability by $26 million and $27 million, respectively.

Premiums totaled $372 million in the first nine months of 2015, $17 million lower than the $389 million in the first nine months of 2014. This decrease primarily resulted from lower traditional life insurance sales.

Net investment income decreased $786 million to $1.9 billion in the first nine months of 2015 from $2.7 billion in the first nine months of 2014. The decrease resulted from a decrease of $680 million in investment income from derivative instruments, $115 million lower equity income from other equity investments partially offset by $29 million higher investment income from mortgage loans on real estate and $25 million higher income from trading account securities. The Insurance segment reported $317 million of income from derivative instruments including those related to hedging programs implemented to mitigate certain risks associated with the GMDB/GMIB/GWBL features of certain variable annuity contracts and those used to hedge risks associated with interest margins on interest sensitive life and annuity contracts as compared to $997 million of income from derivative instruments in the first nine months of 2014. The first nine months of 2015 investment income from derivatives were primarily driven by decreases in both equity markets and interest rates. The first nine months of 2014 investment income from derivative instruments was primarily driven by a decrease in interest rates partially offset by improvements in equity markets.

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Investment gains (losses), net was a loss of $20 million in the first nine months of 2015, as compared to a loss of $38 million in the first nine months of 2014. The lower net loss in the first nine months of 2015 was primarily due to $21 million lower writedowns of fixed maturity securities partially offset by $6 million lower realized gains from fixed maturity securities.

Commissions, fees and other income increased $12 million to $764 million in the first nine months of 2015 as compared to $752 million in the first nine months of 2014. This increase was primarily due to $8 million higher fee income by AXA Distributors and an increase of $4 million in gross investment management and distribution fees from EQAT/VIP.

In the first nine months of 2015, there was a $1.5 billion increase in the fair value of the GMIB reinsurance contract asset as compared to the $2.4 billion increase in its fair value in the first nine months of 2014; both periods’ changes reflected existing capital market conditions. Included in the first nine months of 2015 were the impacts from decreasing interest rates, decreasing equity markets and impacts of lapse assumption updates which increased the fair value of the reinsurance contract asset by $718 million, $421 million and $216 million, respectively. These increases were partially offset by the impacts of updated assumptions resulting from the Company’s lump sum option added to certain policyholder’s GMIB contracts which decreased the fair value of the reinsurance contract asset by $263 million.

Included in the first nine months of 2014 was the impact from decreasing interest rates which increased the fair value of the reinsurance contract asset by $2.1 billion and the impact and improvements in equity markets which decreased the fair value of the reinsurance contract asset by $305 million. During the first nine months of 2014 the fair value calculation of the GMIB reinsurance contract asset was refined and assumptions of future GMIB costs were updated as a result of lower expected short term lapses for those policyholders who did not accept the GMIB buyout offer that expired in third quarter 2014 which increased the fair value of the reinsurance contract asset by $510 million and $62 million, respectively.

Benefits and Other Deductions

In the first nine months of 2015, the Insurance segment’s total benefits and expenses were $5.0 billion, an increase of $25 million from the first nine months of 2014 total of $4.9 billion. The increase was principally due to $272 million higher policyholders’ benefits and $126 million increase in amortization of DAC partially offset by $237 million lower interest credited to policyholder’s account balances, $115 million lower other operating expenses and a decrease of $29 million of interest expense.

Policyholders’ benefits increased $272 million to $2.8 billion in the first nine months of 2015 from $2.5 billion in the first nine months of 2014. The increase was primarily due to a $154 million higher net increase in the no lapse guarantee reserve (reflecting an $82 million decrease in ceded reserves as a result of model refinements in the calculation of affiliated ceded reserves), $65 million higher benefits paid and other changes in policyholder’s benefits, a $31 million lower decrease in the non-par Wind-up annuity reserve partially offset by a $71 million decrease in reserves for variable and interest-sensitive life products to reflect an assumption update for the actual COI rate increase, a $28 million lower increase in GMDB/GMIB, GWBL and GMAB reserves ($901 million increase in GMDB/GMIB reserves and a $28 million decrease in GWBL and GMAB reserves in the first nine months of 2015 compared to an $875 million increase in GMDB/GMIB reserves and a $26 million increase in GWBL and GMAB reserves in the first nine months of 2014); both periods reflecting changes in interest rates and equity markets which increased the GMDB/GMIB reserves by $189 million and $1.1 billion, in the first nine months of 2015 and 2014, respectively.

The first nine months of 2015 increase in GMDB/GMIB reserves includes a $723 million increase in reserves resulting from the Company’s update to the RTM assumption and a $64 million increase in reserves resulting from the Company’s lapse assumption update. The increase in GMDB/GMIB reserves was partially offset by the impacts of updated assumptions resulting from the Company’s lump sum option added to certain policyholder’s GMIB and GWBL contracts in the first quarter of 2015 which decreased the GMIB and GWBL reserve by $55 million.

The increase in GMDB/GMIB reserves in the first nine months of 2014 included a $16 million increase in reserves related to Company’s updated assumptions of future GMIB costs as a result of lower expected short term lapses for those policyholders who did not accept the GMIB buyout offer that expired in third quarter 2014. This increase was more than offset by a $110 million decrease in GMDB/GMIB reserves resulting from an out-of-period adjustment related to model refinements.

In the first nine months of 2015, interest credited to policyholders’ account balances totaled $583 million, a decrease of $237 million from the $820 million reported in the first nine months of 2014 primarily due to lower interest credited on certain variable annuity contracts which is based upon performance of market indices subject to guarantees and lower amortization of sales inducements.

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Total compensation and benefits totaled $358 million in the first nine months of 2015, a $13 million increase from $345 million in the first nine months of 2014, primarily due to higher employee benefit and salary costs.

In the first nine months of 2015, commission expense totaled $841 million, a decrease of $17 million compared to the first nine months of 2014, principally due to a decrease in indexed universal life and annuity product sales.

In the first nine months of 2015, interest expense totaled $15 million; a decrease of $29 million from $44 million in the first nine months of 2014. The decrease is due to the repayment of a $500 million callable 7.1% surplus note during the second quarter of 2014 and repayment of a $325 million surplus note with an interest rate of 6.0% in fourth quarter 2014 to AXA Financial.

DAC amortization was $248 million in the first nine months of 2015, an increase of $126 million from $122 million of DAC amortization in the first nine months of 2014. The increase in DAC amortization is primarily due to higher baseline amortization. Included in the amortization of DAC for the first nine months of 2015 were $99 million of favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability) and updates to the RTM and lapse assumptions. Included in the first nine months of 2014 were $82 million of favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability).

DAC capitalization totaled $456 million in the first nine months of 2015, a decrease of $11 million from the $467 million reported in the first nine months of 2014. The decrease was primarily due to an $8 million decrease in first year commissions and a $3 million decrease in deferrable operating expenses.

Other operating costs and expenses totaled $552 million in the first nine months of 2015, a decrease of $115 million from the $667 million reported in the first nine months of 2014. The decrease is primarily related to the $118 million lower amortization of reinsurance costs related to the deferred asset recorded from the Company’s reinsurance transaction with AXA Arizona and the absence of a $25 million lease write-off in the first nine months of 2015 for the NY headquarters partially offset by $36 million higher general insurance expenses, legal expenses and consulting fees.

Premiums and Deposits.

Over the past several years, the Company has modified its product portfolio with the objective of offering a balanced and diversified product portfolio that takes into account the macroeconomic environment and customer preferences and drives profitable growth while appropriately managing risk.

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The following table lists sales for major insurance product lines for the third quarter and first nine months of 2015 and 2014. Premiums and deposits are presented gross of internal conversions and are presented gross of reinsurance ceded.

Premiums and Deposits

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In Millions)
Retail:
Annuities
First year	$	938	$	955	$	2,743	$	2,803
Renewal		475		459		1,631		1,574
		1,413		1,414		4,374		4,377
Life(1)
First year		42		39		115		126
Renewal		399		430		1,264		1,281
		441		469		1,379		1,407
Other(2)
First year		—		—		1		1
Renewal		44		43		122		125
		44		43		123		126
Total retail		1,898		1,926		5,876		5,910
Wholesale:
Annuities
First year		1,026		1,058		3,025		3,152
Renewal		63		49		180		136
		1,089		1,107		3,205		3,288
Life(1)
First year		7		8		23		24
Renewal		168		153		467		467
		175		161		490		491
Total wholesale		1,264		1,268		3,695		3,779
Total Premiums and Deposits	$	3,162	$	3,194	$	9,571	$	9,689

⁽¹⁾  Includes variable, interest-sensitive and traditional life products.

⁽²⁾  Includes reinsurance assumed and health insurance.

Total premiums and deposits for insurance and annuity products for both third quarter 2015 and 2014 were $3.2 billion, while total first year premiums and deposits were $47 million lower in third quarter 2015 as compared to the $2.1 billion premiums and deposits in the third quarter 2014. The annuity line’s first year premiums and deposits decreased $49 million to $2.0 billion principally due to the $32 million and $17 million decrease in sales in the wholesale and retail channels, respectively. The decrease in first year annuity sales in third quarter was lower than the decreases experienced through the first six month of 2015. First year premiums and deposits for the life insurance products increased $2 million, primarily due to higher sales of variable life insurance products.

Total premiums and deposits for insurance and annuity products for the first nine months of 2015 were $9.6 billion, a $118 million decrease from $9.7 billion in the first nine months of 2014 while total first year premiums and deposits decreased

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$199 million to $5.9 billion in the first nine months of 2015 from $6.1 billion in the first nine months of 2014. The annuity line’s first year premiums and deposits decreased $187 million to $5.8 billion principally due to the $127 million and $60 million decrease in sales in the wholesale and retail channels, respectively. First year premiums and deposits for the life insurance products decreased $12 million, primarily due to lower sales of UL and term life products in the retail channel.

The decrease in variable annuity sales for both the third quarter and first nine month of 2015 were primarily due to lower sales of the certain variable annuity products with enhanced guarantee benefits, generally consistent with industry wide decreases of annuity sales. The decrease in first year annuity sales were partially offset by higher sales of certain variable annuities that do not include enhanced guarantee benefits.

Surrenders and Withdrawals.

The following table presents surrender and withdrawal amounts and rates for major insurance product lines. Annuity surrenders and withdrawals are presented net of internal replacements.

Surrenders and Withdrawals

	Three Months Ended				Nine Months Ended				Rates(1) Nine Months Ended
	September 30,				September 30,				September 30,
	2015		2014		2015		2014		2015			2014
	(Dollars in Millions)
Annuities	$	1,780	$	2,128	$	5,444	$	7,356		6.1	%		8.2	%
Variable and interest-sensitive life		169		181		546		570		3.6	%		3.6	%
Traditional life		54		46		146		147		2.6	%		2.6	%
Total	$	2,003	$	2,355	$	6,136	$	8,073

⁽¹⁾  Surrender rates are based on the average surrenderable future policy benefits and/or policyholders’ account balances for the related policies and contracts in force during each year.

Surrenders and withdrawals decreased $352 million, from $2.3 billion in the third quarter of 2014 to $2.0 billion in the third quarter of 2015. There was a decrease of $348 million and $12 million, respectively, in individual annuities and variable and interest sensitive life products surrenders and withdrawals while traditional life insurance products surrenders and withdrawals increased $8 million. The decrease in individual annuities surrenders for the third quarter of 2015 is primarily due to the absence of $290 million of surrenders related to the Company’s buyback program to purchase from certain policyholders the GMDB/GMIB riders contained in their Accumulator® contracts, which expired in the third quarter of 2014.

Surrenders and withdrawals decreased $1.9 billion, from $8.1 billion in the first nine months of 2014 to $6.1 billion in the first nine months of 2015. There was a decrease of $1.9 billion, $24 million and $1 million, respectively, in individual annuities, variable and interest sensitive and traditional life products surrenders and withdrawals. The decrease in individual annuities surrenders for the first nine months of 2015 is primarily due to the absence of $1.8 billion of surrenders related to the Company’s buyback program to purchase from certain policyholders the GMDB/GMIB riders contained in their Accumulator^® contracts, which expired in the third quarter of 2014.

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Investment Management.

The table that follows presents the operating results of the Investment Management segment, consisting principally of AllianceBernstein’s operations, for the third quarters and first nine months of 2015 and 2014.

Investment Management - Results of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(In Millions)
Revenues:
Investment advisory and services fees(1)	$	486		$	497		$	1,496		$	1,444
Bernstein research services		127			112			375			354
Distribution revenues		105			116			326			332
Other revenues		26			27			77			81
Commissions, fees and other income		744			752			2,274			2,211
Investment income (loss)		(6	)		(10	)		17			—
Less: interest expense to finance trading activities		(1	)		(1	)		(2	)		(2	)
Net investment income (loss)		(7	)		(11	)		15			(2	)
Investment gains (losses), net		1			8			2			11
Total revenues		738			749			2,291			2,220
Expenses:
Compensation and benefits		323			322			998			967
Distribution related payments		97			106			300			304
Amortization of deferred sales commissions		12			12			37			30
Real estate charge		1			(1	)		1			—
Interest expense		—			1			1			1
Rent expense		32			32			96			98
Amortization of other intangible assets, net		7			7			21			20
Other operating costs and expenses		128			128			392			388
Total expenses		600			607			1,846			1,808
Earnings (Loss) from Operations before Income Taxes	$	138		$	142		$	445		$	412

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Revenues

Revenues totaled $738 million in third quarter 2015, a decrease of $11 million from $749 million in third quarter 2014. The decrease is primarily due to, $11 million lower Investment advisory and service fees, $11 million lower distribution revenues and $7 million lower investment gains partially offset by $15 million higher income from Bernstein research services and $4 million lower investment losses.

Investment advisory and services fees include base fees and performance-based fees. The increase or decrease in base fees is primarily attributable to an increase or decrease in average AUM. In third quarter 2015, investment advisory and services fees totaled $486 million, a decrease of $11 million from the $497 million in third quarter 2014. The decreases include a decrease of $10 million in base fees and $1 million in performance-based fees. Institutional investment advisory and services

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fees decreased $4 million primarily due to a $3 million decrease in base fees. Retail investment advisory and services fees decreased $13 million, primarily due to a $12 million decrease in base fees, which primarily resulted from a decrease in average AUM. Private Wealth Management base and performance fees increased $6 million, primarily as a result of a $6 million increase in base fees, which primarily resulted from an increase in average billable AUM.

Bernstein research revenues increased $15 million in third quarter 2015 as compared to third quarter 2014, all regions saw positive growth with particular strength in the U.S.

Distribution revenues decreased $11 million in the third quarter 2015 as compared to third quarter 2014, while the corresponding average AUM of these mutual funds decreased.

Net investment income (loss) consisted principally of realized and unrealized gains (losses) on trading investments, income (losses) from derivative instruments and dividend and interest income, offset by interest expense related to interest accrued on cash balances in customers’ brokerage accounts. The $4 million increase in net investment income (loss) to $7 million loss in third quarter 2015 as compared to a loss of $11 million was principally due to investment income from derivative instruments ($23 million of income in third quarter 2015 as compared to $4 million in the comparable period of 2014) partially offset by a $21 million higher in unrealized losses from equity trading securities ($31 million unrealized losses in third quarter 2015 as compared to $10 million of unrealized losses in third quarter of 2014).

The $1 million of investment gains in third quarter 2015 was related to gains on investments held by AllianceBernstein’s consolidated private equity fund.

Expenses

The Investment Management segment’s total expenses were $600 million in third quarter 2015, a decrease of $7 million from the $607 million in third quarter 2014 primarily due to lower distribution related payments.

For third quarter 2015, employee compensation and benefits expenses for the Investment Management segment were $323 million as compared to $322 million in third quarter 2014. The increase was primarily attributable to higher base compensation of $4 million and $1 million higher interest on COLI offset by lower commissions of $5 million.

The distribution related payments decreased $9 million to $97 million in third quarter 2015 from $106 million in the third quarter 2014 primarily as a result of lower distribution revenues.

The $2 million increase in other operating costs and expenses to $129 million for third quarter 2015 as compared to $127 million in third quarter 2014 was primarily due to higher real estate charges of $3 million.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Revenues

Revenues totaled $2.3 billion in the first nine months of 2015, an increase of $71 million from $2.2 billion in the first nine months of 2014. The increase is primarily due to $52 million higher Investment advisory services fees and $21 million higher Bernstein research services and $17 million higher investment income partially offset by $9 million lower investment gains, net.

Investment advisory and services fees include base fees and performance-based fees. The increase or decrease in base fees is primarily attributable to an increase or decrease in average AUM. In the first nine months of 2015, investment advisory and services fees totaled $1.5 billion, an increase of $52 million from the $1.4 billion in the first nine months of 2014. The increases include an increase in base fees of $57 million partially offset by a decrease in performance-based fees of $5 million. Private Wealth Management investment advisory and services increased by $24 million primarily as a result of a $30 million increase in base fees, which primarily resulted from an increase in average billable AUM. The increase in base fees was partially offset by a $6 million decrease in performance based fees. Institutional investment advisory and services fees increased by $15 million primarily due to an $11 million increase in base fees which is primarily a result of an increase in average AUM and $4 million in performance based fees. Retail investment advisory and services fees increased $13 million, primarily due to a $16 million increase in base fees, which primarily resulted from an increase in average AUM. The increase in base fees was partially offset by a $3 million decrease in performance based fees.

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Bernstein research revenues increased $21 million in the first nine months of 2015 as compared to the first nine months of 2014 primarily due to strong growth in the U.S. and Asia, partially offset by weaker results and currency effects in Europe.

Distribution revenues decreased $11 million in the first nine months of 2015 as compared to the first nine months of 2014, while the corresponding average AUM of these mutual funds decreased.

Net investment income (loss) consisted principally of realized and unrealized gains (losses) on trading investments, income (losses) from derivative instruments and dividend and interest income, offset by interest expense related to interest accrued on cash balances in customers’ brokerage accounts. The $17 million increase in net investment income (loss) to $15 million in the first nine months of 2015 as compared to $2 million of losses in the first nine months of 2014 was principally due to $35 million higher investment income from derivative instruments ($20 million of income in the first nine months of 2015 as compared to $15 million in the comparable period of 2014) and $14 million higher investment gains from mark-to-market income on investments held by AllianceBernstein’s consolidated private equity fund partially offset by a $35 million decrease in unrealized gains from equity trading securities ($23 million unrealized losses in 2015 as compared to $12 million of unrealized gains in 2014).

Investment gains (loss), net was a gain of $2 million in the first nine months of 2015, a decrease of $9 million from the $11 million of investment gains in the first nine months of 2014. Both periods’ gains were related to gains on investments held by AllianceBernstein’s consolidated private equity fund.

Expenses

The Investment Management segment’s total expenses were $1.8 billion in the first nine months of 2015, an increase of $38 million from the $1.8 billion in the first nine months of 2014 primarily due to higher compensation and benefits.

For the first nine months of 2015, employee compensation and benefits expenses for the Investment Management segment were $998 million, an increase of $31 million compared to $967 million in the first nine months of 2014. The increase was primarily attributable to higher incentive compensation of $24 million and higher base compensation of $14 million partially offset by lower commissions of $12 million.

The distribution related payments decreased $4 million to $300 million in the first nine months of 2015 from $304 million in the first nine months of 2014 primarily as a result of lower distribution revenues.

The $5 million increase in other operating costs and expenses to $393 million for the first nine months of 2015 as compared to $388 million in the first nine months of 2014 was primarily due to $8 million higher portfolio services expense and $3 million higher technology expenses partially offset by $7 million lower other general and office related expenses.

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FEES AND ASSETS UNDER MANAGEMENT

A breakdown of fees and AUM follows

Fees and Assets Under Management

					At or For the
	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(In Millions)
FEES
Third party	$	468	$	480	$	1,442	$	1,397
General Account and other		12		9		34		26
Insurance Group Separate Accounts		7		7		21		21
Total Fees	$	487	$	496	$	1,497	$	1,444
ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party					$	384,711	$	397,321
General Account and other						47,871		42,843
Insurance Group Separate Accounts						30,318		32,836
Total AllianceBernstein						462,900		473,000
Insurance Group
General Account and other(2)						20,244		23,909
Insurance Group Separate Accounts						75,961		77,798
Total Insurance Group						96,205		101,707
Total by Account:
Third party(1)						384,711		397,321
General Account and other(2)						68,115		66,752
Insurance Group Separate Accounts						106,279		110,634
Total Assets Under Management					$	559,105	$	574,707

⁽¹⁾  Includes $40.6 billion and $44.1 billion of assets managed on behalf of AXA affiliates at September 30, 2015 and 2014, respectively. Third party AUM includes 100% of the estimated fair value of real estate owned by joint ventures in which third party clients own an interest.

⁽²⁾  Includes invested assets of the Company not managed by AllianceBernstein, principally cash and short-term investments and policy loans, totaling approximately $20.2 billion and $23.9 billion at September 30, 2015 and 2014, respectively, as well as mortgages and equity real estate totaling $7.3 billion and $6.7 billion at September 30, 2015 and 2014, respectively.

Fees for assets under management increased 3.67% for the nine months of 2015 from the comparable period of 2014, in line with the change in average assets under management for third parties and the Separate Accounts.

Total assets under management at September 30, 2015 decreased $15.6 billion to $559.1 billion. The $15.6 billion decrease at September 30, 2015 as compared to September 30, 2014 resulted from market depreciation and lower fees from EQAT and VIP.

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Changes in assets under management at AllianceBernstein for the three and nine months ended September 30, 2015 was as follows:

	Investment Service
										Fixed
							Fixed			Income
							Income			Actively			Fixed
	Equity			Equity			Actively			Managed			Income
	Actively			Passively			Managed-			-Tax-			Passively
	Managed			Managed(1)			Taxable			Exempt			Managed(1)			Other(2)			Total
	(In billions)
Balance as of June 30, 2015	$	115.4		$	50.3		$	215.1		$	32.5		$	10.0		$	61.8		$	485.1
Long-term flows:
Sales/new accounts		4.6			0.2			5.9			0.9			0.3			1.0			12.9
Redemptions/terminations		(3.3	)		(0.2	)		(5.4	)		(0.7	)		(0.1	)		(0.7	)		(10.4	)
Cash flow/unreinvested dividends		(1.0	)		(1.1	)		(2.7	)		(0.2	)		0.3			(0.2	)		(4.9	)
Net long-term (outflows) inflows		0.3			(1.1	)		(2.2	)		—			0.5			0.1			(2.4	)
AUM adjustment (3)		—			—			—			(0.2	)		—			—			(0.2	)
Market appreciation (depreciation)		(10.6	)		(4.0	)		(2.4	)		0.4			—			(3.0	)		(19.6	)
Net change		(10.3	)		(5.1	)		(4.6	)		0.2			0.5			(2.9	)		(22.2	)
Balance as of September 30, 2015	$	105.1		$	45.2		$	210.5		$	32.7		$	10.5		$	58.9		$	462.9
Balance as of December 31, 2014	$	112.5		$	50.4		$	219.4		$	31.6		$	10.1		$	50.0		$	474.0
Long-term flows:
Sales/new accounts		12.7			0.5			27.3			3.6			0.5			12.6			57.2
Redemptions/terminations		(10.7	)		(0.3	)		(26.4	)		(2.2	)		(0.4	)		(2.0	)		(42.0	)
Cash flow/unreinvested dividends		(4.4	)		(1.9	)		(3.2	)		(0.7	)		0.3			0.4			(9.5	)
Net long-term (outflows) inflows		(2.4	)		(1.7	)		(2.3	)		0.7			0.4			11.0			5.7
AUM adjustment (3)		0.1			—			—			(0.1	)		—			—			—
Market appreciation (depreciation)		(5.1	)		(3.5	)		(6.6	)		0.5			—			(2.1	)		(16.8	)
Net change		(7.4	)		(5.2	)		(8.9	)		1.1			0.4			8.9			(11.1	)
Balance as of September 30, 2015	$	105.1		$	45.2		$	210.5		$	32.7		$	10.5		$	58.9		$	462.9

⁽¹⁾  Includes index and enhanced index services.

⁽²⁾  Includes multi-asset solutions and services, and certain alternative investments.

⁽³⁾  Excludes assets for which Alliance Bernstein provides administrative services but not investment management services from AUM.

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Average assets under management at Alliance Bernstein by distribution channel and investment services were as follows:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2015		2014		$    Change			Change    %			2015		2014		$    Change		Change    %
	(In Billions)
Distribution Channel:
Institutions	$	240.8	$	240.2	$	0.6			0.2	%	$	244.1	$	233.1	$	11.0		4.7	%
Retail		158.6		164.4		(5.8	)		(3.5	)		161.6		158.5		3.1		2.0
Private Wealth Management		76.9		74.4		2.5			3.3			77.2		73.1		4.1		5.5
Total	$	476.3	$	479.0	$	(2.7	)		(0.6	)%	$	482.9	$	464.7	$	18.2		3.9	%
Investment Service:
Equity Actively Managed	$	111.2	$	114.3	$	(3.1	)		(2.7	)%	$	113.4	$	110.5	$	2.9		2.6	%
Equity Passively Managed(1)		48.3		50.1		(1.8	)		(3.5	)		49.8		49.2		0.6		1.3
Fixed Income Actively Managed – Taxable		212.9		225.7		(12.8	)		(5.7	)		219.9		218.9		1.0		0.4
Fixed Income Actively Managed – Tax-exempt		32.7		30.7		2.0			6.3			32.5		30.2		2.3		7.7
Fixed Income Passively Managed(1)		10.3		9.9		0.4			4.3			10.2		9.6		0.6		5.3
Other(2)		60.9		48.3		12.6			26.1			57.1		46.3		10.8		23.5
Total	$	476.3	$	479.0	$	(2.7	)		(0.6	)%	$	482.9	$	464.7	$	18.2		3.9	%

⁽¹⁾ Includes index and enhanced index services.

⁽²⁾ Includes multi-asset solutions and services, and certain alternative investments.

GENERAL ACCOUNT INVESTMENT PORTFOLIO

The General Account Investment Assets (“GAIA”) portfolio consists of a well-diversified portfolio of public and private fixed maturities, commercial and agricultural mortgages and other loans, equity securities and other invested assets.

The General Accounts’ portfolios and investment results support the insurance and annuity liabilities of the Insurance segment’s business operations. The following table reconciles the consolidated balance sheet asset amounts to GAIA.

90

The Company has asset/liability management (“ALM”) with separate investment objectives for specific classes of product liabilities. The Company establishes investment strategies to manage each product class’ investment return, duration and liquidity requirements, consistent with management’s overall investment objectives for the General Account investment portfolio.

Net General Account Investment Assets

September 30, 2015

	Balance Sheet Total			Other(1)			GAIA
	(In Millions)
Balance Sheet Captions:
Fixed maturities, available for sale, at fair value	$	32,475		$	351		$	32,124
Mortgage loans on real estate		6,811			(329	)		7,140
Policy Loans		3,398			(106	)		3,504
Other equity investments		1,516			127			1,389
Trading securities		6,315			281			6,034
Other invested assets		1,606			1,606			—
Total investments		52,121			1,930			50,191
Cash and cash equivalents		4,276			2,622			1,654
Short-term debt		(557	)		(352	)		(205	)
Total	$	55,840		$	4,200		$	51,640

⁽¹⁾  Assets listed in the “Other” category principally consist of the Company’s loans to affiliates and other miscellaneous assets and other miscellaneous liabilities related to GAIA that are reclassified from various balance sheet lines held in portfolios other than the General Account which are not managed as part of GAIA, including related accrued income or expense, certain reclassifications and intercompany adjustments and, for fixed maturities, the reversal of net unrealized gains (losses). The “Other” category is deducted in arriving at GAIA.

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Investment Results of General Account Investment Assets

The following table summarizes investment results by asset category for the periods indicated.

	Three Months Ended September 30,
	2015						2014
	Yield			Amount			Yield			Amount
	(Dollars in Millions)
Fixed Maturities:
Investment grade
Income (loss)		4.28	%	$	330			4.67	%	$	344
Ending assets					30,709						29,386
Below investment grade
Income		7.55	%		28			6.44	%		29
Ending assets					1,415						1,814
Mortgages:
Income (loss)		4.85	%		85			5.15	%		83
Ending assets					7,140						6,576
Other Equity Investments:
Income (loss)		9.00	%		32			14.75	%		61
Ending assets					1,389						1,675
Policy Loans:
Income		6.08	%		53			6.14	%		54
Ending assets					3,504						3,520
Cash and Short-term Investments:
Income					(1	)			%		—
Ending assets					1,654						1,098
Trading Securities:
Income					21						(6	)
Ending assets					6,034						4,529
Total Invested Assets:
Income		4.12	%		548			4.72	%		565
Ending Assets					51,845						48,598
Short-term and long-term debt:
Interest expense and other					(3	)		—	%		(7	)
Ending assets (liabilities)					(205	)					(205	)
Total:
Investment income		4.30	%		545			4.71	%		558
Less: investment fees		(0.11	)%		(14	)		(0.11	)%		(12	)
Investment Income, Net		4.19	%	$	531			4.60	%	$	546
Ending Net Assets				$	51,640					$	48,393

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	Nine Months Ended September 30,												Year Ended
	2015						2014						December 31,
	Yield			Amount			Yield			Amount			2014
	(Dollars in Millions)
Fixed Maturities:
Investment grade
Income (loss)		4.26	%	$	979			4.60	%	$	988		$	1,329
Ending assets					30,709						29,386			29,908
Below investment grade
Income		7.26	%		88			7.08	%		98			121
Ending assets					1,415						1,814			1,847
Mortgages:
Income (loss)		5.16	%		266			5.29	%		249			336
Ending assets					7,140						6,576			6,794
Other Equity Investments:
Income (loss)		6.24	%		70			15.85	%		199			203
Ending assets					1,389						1,675			1,634
Policy Loans:
Income		6.04	%		159			6.08	%		161			216
Ending assets					3,504						3,520			3,515
Cash and Short-term Investments:
Income					(2	)					—			—
Ending assets					1,654						1,098			1,045
Trading Securities:
Income					55						32			38
Ending assets					6,034						4,529			4,513
Total Invested Assets:
Income		4.24	%		1,615			4.80	%		1,727			2,243
Ending Assets					51,845						48,598			49,256
Short-term debt:
Interest expense and other					(13	)					(14	)		(15	)
Ending assets (liabilities)					(205	)					(205	)		(201	)
Total:
Investment Income		4.25	%		1,602			4.87	%		1,713			2,228
Less: investment fees		(0.10	)%		(39	)		(0.11	)%		(38	)		(52	)
Investment Income, Net		4.15	%	$	1,563			4.76	%	$	1,675		$	2,176
Ending Net Assets				$	51,640					$	48,393		$	49,055

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. At September 30, 2015, 74.0% of the fixed maturity portfolio was publicly traded. At September 30, 2015, GAIA held commercial mortgage backed securities (“CMBS”) with an amortized cost of $646 million. The General Account had a $2 million exposure to the sovereign debt of Italy and no exposure to the sovereign debt of Greece, Portugal, Spain and the Republic of Ireland. The decline in the book yield for the nine months ended September 30, 2015 when compared to the comparable 2014 period was accompanied by an increase in the credit quality of the portfolio.

93

Fixed Maturities by Industry

The General Accounts’ fixed maturities portfolios include publicly-traded and privately-placed corporate debt securities across an array of industry categories.

The following table sets forth these fixed maturities by industry category as of the dates indicated along with their associated gross unrealized gains and losses.

Fixed Maturities by Industry⁽¹⁾

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
	(In Millions)
At September 30, 2015:
Corporate Securities:
Manufacturing		5,836		350		71		6,115
Finance	$	4,845	$	224	$	15	$	5,054
Utilities		3,220		264		24		3,460
Services		2,804		157		22		2,939
Energy		1,644		86		32		1,698
Retail and wholesale		1,074		54		5		1,123
Transportation		751		60		7		804
Other		75		3		2		76
Total corporate securities		20,249		1,198		178		21,269
U.S. government and agency		8,770		420		259		8,931
Commercial mortgage-backed		646		30		105		571
Residential mortgage-backed(2)		642		37		—		679
Preferred stock		615		63		5		673
State & municipal		436		68		1		503
Foreign governments		398		41		16		423
Asset-backed securities		72		11		1		82
Total	$	31,828	$	1,868	$	565	$	33,131
At December 31, 2014:
Corporate Securities:
Manufacturing		5,982		426		20		6,388
Finance	$	5,519	$	296	$	7	$	5,808
Utilities		3,327		330		8		3,649
Services		2,969		231		13		3,187
Energy		1,660		113		17		1,756
Retail and wholesale		1,108		73		3		1,178
Transportation		774		75		2		847
Other		78		3		—		81
Total corporate securities		21,417		1,547		70		22,894
U.S. government and agency		6,668		672		26		7,314
Commercial mortgage-backed		855		22		142		735
Residential mortgage-backed(2)		752		42		—		794
Preferred stock		829		69		10		888
State & municipal		441		78		—		519
Foreign governments		405		48		7		446
Asset-backed securities		86		15		1		100
Total	$	31,453	$	2,493	$	256	$	33,690

⁽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 mortgage obligations.

94

Fixed Maturities Credit Quality

The Securities Valuation Office (“SVO”) of the NAIC evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturity securities 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, the finalization of legal documents and the completion of the SVO filing process, the fixed maturity portfolio generally 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 amortized cost of the General Accounts’ public and private below investment grade fixed maturities totaled $1.2 billion, or 3.2%, of the total fixed maturities at September 30, 2015 and $1.4 billion, or 4.4%, of the total fixed maturities at December 31, 2014. Gross unrealized losses on public and private fixed maturities increased from $257 million at December 31, 2014 to $565 million at September 30, 2015. Below investment grade fixed maturities represented 15.8% and 41.6% of the gross unrealized losses at September 30, 2015 and December 31, 2014, respectively. For public, private and corporate fixed maturity categories, gross unrealized gains were lower and gross unrealized losses were higher in third quarter 2015 than in the prior period.

95

Public Fixed Maturities Credit Quality. The following table sets forth the General Accounts’ public fixed maturities portfolios by NAIC rating at the dates indicated.

Public Fixed Maturities

				Gross		Gross
NAIC		Amortized		Unrealized		Unrealized
Designation(1)	Rating Agency Equivalent	Cost		Gains		Losses		Fair Value
		(In Millions)
At September 30, 2015:
1	Aaa, Aa, A	$	16,496	$	1,039	$	298	$	17,237
2	Baa		6,536		412		93		6,855
	Investment grade		23,032		1,451		391		24,092
3	Ba		422		16		8		430
4	B		64		1		3		62
5	C and lower		47		—		6		41
6	In or near default		2		1		—		3
	Below investment grade		535		18		17		536
Total Public Fixed Maturities		$	23,567	$	1,469	$	408	$	24,628
At December 31, 2014:
1	Aaa, Aa, A	$	15,068	$	1,429	$	71	$	16,426
2	Baa		6,979		534		36		7,477
	Investment grade		22,047		1,963		107		23,903
3	Ba		668		31		8		691
4	B		107		5		1		111
5	C and lower		13		1		1		13
6	In or near default		16		—		5		11
	Below investment grade		804		37		15		826
Total Public Fixed Maturities		$	22,851	$	2,000	$	122	$	24,729

⁽¹⁾  At September 30, 2015 and 2014, no securities had been categorized based on expected NAIC Designation pending receipt of SVO ratings.

96

Private Fixed Maturities Credit Quality. The following table sets forth the General Accounts’ private fixed maturities portfolios by NAIC rating at the dates indicated.

Private Fixed Maturities

				Gross		Gross
NAIC		Amortized		Unrealized		Unrealized
Designation(1)	Rating Agency Equivalent	Cost		Gains		Losses		Fair Value
		(In Millions)
At September 30, 2015:
1	Aaa, Aa, A	$	4,054	$	222	$	34	$	4,242
2	Baa		3,717		169		51		3,835
	Investment grade		7,771		391		85		8,077
3	Ba		254		2		6		250
4	B		43		—		3		40
5	C and lower		79		—		13		66
6	In or near default		114		6		50		70
	Below investment grade		490		8		72		426
Total Private Fixed Maturities		$	8,261	$	399	$	157	$	8,503
At December 31, 2014:
1	Aaa, Aa, A	$	4,370	$	257	$	28	$	4,599
2	Baa		3,667		225		15		3,877
	Investment grade		8,037		482		43		8,476
3	Ba		280		4		10		274
4	B		73		—		9		64
5	C and lower		98		—		21		77
6	In or near default		114		7		52		69
	Below investment grade		565		11		92		484
Total Private Fixed Maturities		$	8,602	$	493	$	135	$	8,960

⁽¹⁾  Includes, as of September 30, 2015 and December 31, 2014, respectively, 24 securities with amortized cost of $344 million (fair value, $338 million) and 38 securities with amortized cost of $447 million (fair value, $452 million) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.

97

Corporate Fixed Maturities Credit Quality. The following table sets forth the General Accounts’ public and private holdings of corporate fixed maturities by NAIC rating at the dates indicated.

Corporate Fixed Maturities

				Gross		Gross
NAIC		Amortized		Unrealized		Unrealized
Designation	Rating Agency Equivalent	Cost		Gains		Losses		Fair Value
		(In Millions)
At September 30, 2015:
1	Aaa, Aa, A	$	9,951	$	659	$	31	$	10,579
2	Baa		9,639		523		135		10,027
	Investment grade		19,590		1,182		166		20,606
3	Ba		550		11		9		552
4	B		80		1		3		78
5	C and lower		28		—		—		28
6	In or near default		1		4		—		5
	Below investment grade		659		16		12		663
Total Corporate Fixed Maturities		$	20,249	$	1,198	$	178	$	21,269
At December 31, 2014:
1	Aaa, Aa, A	$	10,548	$	813	$	20	$	11,341
2	Baa		10,072		706		39		10,739
	Investment grade		20,620		1,519		59		22,080
3	Ba		681		21		9		693
4	B		85		—		2		83
5	C and lower		30		1		—		31
6	In or near default		1		6		—		7
	Below investment grade		797		28		11		814
Total Corporate Fixed Maturities		$	21,417	$	1,547	$	70	$	22,894

Asset-backed Securities

At September 30, 2015, the amortized cost and fair value of asset backed securities held were $72 million and $82 million, respectively; at December 31, 2014, those amounts were $86 million and $100 million, respectively. At September 30, 2015, the amortized cost and fair value of asset backed securities collateralized by sub-prime mortgages were $7 million and $XX million, respectively. At that same date, the amortized cost and fair value of asset backed securities collateralized by non-sub-prime mortgages were $25 million and $25 million, respectively.

98

Commercial Mortgage-backed Securities

The following table sets forth the amortized cost and fair value of the Insurance Group’s commercial mortgage-backed securities at the dates indicated by credit quality and by year of issuance (vintage).

Commercial Mortgage-Backed Securities

September 30, 2015

	Moody’s Agency Rating										Total		Total December  31, 2014
	Aaa		Aa		A		Baa		Ba  and Below
Vintage
	(In Millions)
At amortized cost:
2004 and Prior Years	$	12	$	15	$	2	$	3	$	76	$	108	$	150
2005		13		3		—		22		220		258		410
2006		—		—		—		1		203		204		217
2007		—		—		—		—		76		76		78
Total CMBS	$	25	$	18	$	2	$	26	$	575	$	646	$	855
At fair value:
2004 and Prior Years	$	12	$	16	$	2	$	3	$	68	$	101	$	138
2005		14		3		—		22		208		247		380
2006		—		—		—		1		153		154		154
2007		—		—		—		—		69		69		63
Total CMBS	$	26	$	19	$	2	$	26	$	498	$	571	$	735

Mortgages

Investment Mix

At September 30, 2015 and December 31, 2014, respectively, approximately 14.2% and 14.0%, respectively, of GAIA were in commercial and agricultural mortgage loans. The table below shows the composition of the commercial and agricultural mortgage loan portfolio, before the loss allowance, as of the dates indicated.

	September 30, 2015		December 31, 2014
	(In Millions)
Commercial mortgage loans	$	4,933	$	4,797
Agricultural mortgage loans		2,299	$	2,085
Total Mortgage Loans	$	7,232	$	6,882

99

The investment strategy for the mortgage loan portfolio emphasizes diversification by property type and geographic location with a primary focus on asset quality. The tables below show the breakdown of the amortized cost of the General Accounts investments in mortgage loans by geographic region and property type as of the dates indicated.

Mortgage Loans by Region and Property Type

	September 30, 2015					December 31, 2014
	Amortized Cost		% of Total			Amortized Cost		% of Total
	(Dollars in Millions)
By Region:
U.S. Regions:
Middle Atlantic	$	1,962		27.1	%	$	1,957		28.4	%
Pacific		1,915		26.5			1,736		25.2
South Atlantic		794		11.0			875		12.7
West North Central		597		8.2			497		7.3
Mountain		579		8.0			544		7.9
East North Central		576		8.0			551		8.0
West South Central		418		5.8			412		6.0
New England		220		3.0			187		2.7
East South Central		171		2.4			123		1.8
Total Mortgage Loans	$	7,232		100.0	%	$	6,882		100.0	%
By Property Type:
Agricultural properties	$	2,299		31.8	%	$	2,085		30.3	%
Office buildings		2,061		28.5			1,902		27.6
Apartment complexes		1,416		19.6			1,418		20.6
Retail stores		563		7.8			522		7.6
Hospitality		405		5.6			439		6.4
Industrial buildings		378		5.2			405		5.9
Other		110		1.5			111		1.6
Total Mortgage Loans	$	7,232		100.0	%	$	6,882		100.0	%

At September 30, 2015, the General Account investments in commercial mortgage loans had a weighted average loan-to-value ratio of 62% while the agricultural mortgage loans weighted average loan-to-value ratio was 46%.

100

The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

September 30, 2015

	Debt Service Coverage Ratio(1)
Loan-to-Value Ratio	Greater than  2.0x		1.8x  to 2.0x		1.5x  to 1.8x		1.2x  to 1.5x		1.0x  to 1.2x		Less than 1.0x		Total Mortgage Loans
	(In Millions)
0% - 50%	$	1,021	$	107	$	350	$	440	$	260	$	51	$	2,229
50% - 70%		1,281		461		851		1,087		302		49		4,031
70% - 90%		121		—		231		294		124		46		816
90% plus		156		—		—		—		—		—		156
Total Commercial and Agricultural Mortgage Loans	$	2,579	$	568	$	1,432	$	1,821	$	686	$	146	$	7,232

⁽¹⁾  The debt service coverage ratio is calculated using actual results from property operations.

The tables below show the breakdown of the commercial and agricultural mortgage loans by year of origination at September 30, 2015.

Mortgage Loans by Year of Origination

	September 30, 2015
Year of Origination	Amortized Cost		% of Total
	(Dollars In Millions)
2015	$	819		11.3	%
2014		1,712		23.7
2013		1,708		23.6
2012		1,161		16.1
2011		804		11.1
2010 and prior		1,028		14.2
Total Mortgage Loans	$	7,232		100.0	%

101

In 2011, the loan shown in the table below was modified to interest only payments. Since 2011 this loan has been modified two additional times to extend interest only payments through maturity. The maturity date was also extended from November 5, 2014 to December 5, 2015. Since the fair market value of the underlying real estate collateral is the primary factor in determining the allowance for credit losses, modifications of loan terms typically have no direct impact on the allowance for credit losses, and therefore, no impact on the financial statements.

Troubled Debt Restructuring - Modifications

September 30, 2015

	Number		Outstanding Recorded Investment
	of Loans		Pre-Modification		Post - Modification
			(In Millions)
Troubled debt restructurings:
Commercial mortgage loans		1		84		93
Total		1	$	84	$	93

There were no default payments on the above loan during the first nine months of 2015.

Valuation allowances for the commercial mortgage loan portfolio were related to loan specific reserves. The following table sets forth the change in valuation allowances for the commercial mortgage loan portfolio as of the dates indicated. There were no valuation allowances for agricultural mortgages at September 30, 2015 and 2014.

	2015			2014
Allowance for credit losses:	(In Millions)
Beginning Balance, January 1,	$	37		$	42
Charge-offs		(1	)		(14	)
Recoveries		—			—
Provision		2			9
Ending Balance, September 30,	$	38		$	37
Ending Balance, September 30,:
Individually Evaluated for Impairment	$	38		$	37

Other Equity Investments

At September 30, 2015, private equity partnerships, hedge funds and real-estate related partnerships were 91.8% of total other equity investments. These interests, which represent 2.9% of GAIA, consist of a diversified portfolio of LBO, mezzanine, venture capital and other alternative limited partnerships, diversified by sponsor, fund and vintage year. The portfolio is actively managed to control risk and generate investment returns over the long term. Portfolio returns are sensitive to overall market developments.

Other Equity Investments - Classifications

	September 30, 2015		December 31, 2014
	(In Millions)
Common stock	$	104	$	261
Joint ventures and limited partnerships:
Private equity		917		995
Hedge funds		259		279
Real estate related		109		105
Total Other Equity Investments	$	1,389	$	1,640

102

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 the NYSDFS. 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, swaptions, variance swaps as well as equity options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the capital markets.

Derivatives utilized to hedge exposure to Variable Annuities with Guarantee Features

The Company has issued and continues to offer certain variable annuity products with GMDB, GMIB and GIB features. The Company had previously issued certain variable annuity products with GWBL and Other Features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated 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 benefits, 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 the GIB and GWBL and Other Features is that under-performance of the financial markets could result in the GIB and GWBL and Other Features’ benefits being higher than what accumulated policyholders’ account balances would support.

For GMDB, GMIB, GIB and GWBL and Other Features, the Company retains certain risks including basis, credit spread and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB, GIB and GWBL and Other 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, AXA Equitable 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, AXA Equitable 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 Company has in place a hedge program 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, ETFs 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, of 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.

Derivatives utilized to hedge risks associated with interest margins on Interest Sensitive Life and Annuity Contracts

Margins or “spreads” on interest-sensitive life insurance and annuity contracts are affected by interest rate fluctuations as the yield on portfolio investments, primarily fixed maturities, is intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. From time to time the Company uses interest rate swaptions and other instruments to reduce the risk associated with minimum guarantees on these interest-sensitive contracts. At September 30, 2015, there were no positions outstanding for these programs.

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Derivatives utilized to hedge equity market risks associated with the General Account’s seed money investments in Separate Accounts, retail mutual funds and Separate Account fee revenue fluctuations

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

In second quarter 2015, the Company entered into futures on equity indices to mitigate the impact on net earnings from Separate Account fee revenue fluctuations due to movements in the equity markets. These positions partially cover fees expected to be earned through the current year from the Company’s Separate Account products.

Derivatives utilized for General Account Investment Portfolio

Beginning in the second quarter of 2013, the Company implemented a strategy in its General Account investment portfolio to replicate the credit exposure of fixed maturity securities otherwise permissible under its investment guidelines through the sale of CDSs. Under the terms of these swaps, the Company receives quarterly fixed premiums that, together with any initial amount paid or received at trade inception, replicate the credit spread otherwise currently obtainable by purchasing the referenced entity’s bonds of similar maturity. These credit derivatives have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss). The Company manages its credit exposure taking into consideration both cash and derivatives based positions and selects the reference entities in its replicated credit exposures in a manner consistent with its selection of fixed maturities. In addition, the Company has transacted the sale of CDSs exclusively in single name reference entities of investment grade credit quality and with counterparties subject to collateral posting requirements. If there is an event of default by the reference entity or other such credit event as defined under the terms of the swap contract, the Company is obligated to perform under the credit derivative and, at the counterparty’s option, either pay the referenced amount of the contract less an auction-determined recovery amount or pay the referenced amount of the contract and receive in return the defaulted or similar security of the reference entity for recovery by sale at the contract settlement auction. To date, there have been no events of default or circumstances indicative of a deterioration in the credit quality of the named referenced entities to require or suggest that the Company will have to perform under these CDSs. The maximum potential amount of future payments the Company could be required to make under these credit derivatives is limited to the par value of the referenced securities which is the dollar-equivalent of the derivative notional amount. The SNAC under which the Company executes these CDS sales transactions does not contain recourse provisions for recovery of amounts paid under the credit derivative.

Periodically, the Company purchases TIPS and other sovereign inflation bonds as General Account investments and enters into asset swaps, to result in payment of the variable principal at maturity and semi-annual coupons of the bonds to the swap counterparty (pay variable) in return for fixed amounts (receive fixed). These asset 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.

In third quarter of 2014, the Company implemented a strategy to hedge a portion of the credit exposure in its General Account investment portfolio by buying protection through a swap. These are swaps on the “super senior tranche” of the investment grade CDX index. Under the terms of these swaps, the Company pays quarterly fixed premiums that, together with any initial amount paid or received at trade inception, serve as premiums paid to hedge the risk arising from multiple defaults of bonds referenced in the CDX index. These credit derivatives have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss) from derivative instruments.

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The tables below present quantitative disclosures about the Company’s derivative instruments, including those embedded in other contracts required to be accounted for as derivative instruments.

Derivative Instruments by Category

	At September 30, 2015						Gains (Losses) Reported
			Fair Value				in Net Earnings (Loss)
	Notional		Asset		Liability		Nine Months Ended
	Amount		Derivatives		Derivatives		September 30, 2015
	(In Millions)
Freestanding derivatives
Equity contracts:(1)
Futures	$	6,915	$	—	$	—	$	290
Swaps		1,409		76		6		55
Options		6,624		848		616		(167	)
Interest rate contracts:(1)
Floors		1,800		82		—		17
Swaps		12,835		501		43		158
Futures		9,274		—		—		(153	)
Swaptions		—		—		—		118
Credit contracts:(1)
Credit default swaps		2,330		9		20		(1	)
Other freestanding contracts:(1)
Net investment income (loss)								317
Embedded derivatives:
GMIB reinsurance contracts		—		12,214		—		1,503
GWBL and Other Features(2)		—		—		225		(197	)
SCS, SIO MSO and IUL indexed features(3)		—		—		159		137
Total	$	41,187	$	13,730	$	1,069	$	1,760

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

⁽²⁾  Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.

⁽³⁾  SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.

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Derivative Instruments by Category

	At December 31, 2014						Gains (Losses) Reported
			Fair Value				in Net Earnings (Loss)
	Notional		Asset		Liability		Nine Months Ended
	Amount		Derivatives		Derivatives		September 30, 2014
	(In Millions)
Freestanding derivatives
Equity contracts:(1)
Futures	$	5,821	$	—	$	—	$	(231	)
Swaps		1,051		21		11		(61	)
Options		6,896		1,215		742		71
Interest rate contracts:(1)
Floors		2,100		120		—		3
Swaps		11,558		603		12		877
Futures		10,647		—		—		332
Swaptions		4,800		72		—		—
Credit contracts:(1)
Credit default swaps		1,911		7		27		6
Net investment income								997
Embedded derivatives:
GMIB reinsurance contracts		—		10,711		—		2,417
GWBL and Other Features(2)		—		—		128		(74	)
SCS, SIO, MSO and IUL indexed features(3)		—		—		380		(88	)
Total	$	44,784	$	12,749	$	1,300	$	3,252

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

⁽²⁾  Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.

⁽³⁾  SCS and SIO indexed features are reported in Policyholders’ account balances; MSO and IUL indexed features are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.

Dodd-Frank Wall Street Reform and Consumer Protection Act

Since June 2013, various new derivative regulations under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act have become effective, requiring financial entities, including U.S. life insurers, to clear certain types of newly executed OTC derivatives with central clearing houses, and to post larger sums of higher quality collateral, among other provisions. Counterparties subject to these regulations are required to post initial margin to the clearing house as well as variation margin to cover any daily negative mark-to-market movements in the value of OTC derivatives covered by these regulations. Centrally cleared OTC derivatives, protected by initial margin requirements and higher quality collateral are expected to reduce the risk of loss in the event of counterparty default. The Company has counterparty exposure to the clearing house and its clearing broker for futures and cleared OTC derivative contracts. Further regulations are expected to increase the amount and quality of collateral required to be posted for non-cleared OTC derivatives by requiring initial and cash-only variation margin for uncleared swaps. Additional regulations are being and will be proposed that are expected to reduce various risks, including the risk of a “run on the bank” scenario in the event of the insolvency of a dealer.

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Realized Investment Gains (Losses)

Realized investment gains (losses) are generated from numerous sources, including the sale of fixed maturity securities, equity securities, investments in limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for OTTI. Realized investment gains (losses) are also generated from prepayment premiums received on private fixed maturity securities, recoveries of principal on previously impaired securities, provisions for losses on commercial mortgage and other loans, fair value changes on commercial mortgage loans carried at fair value, and fair value changes on embedded derivatives and free-standing derivatives that do not qualify for hedge accounting treatment.

The following table sets forth “Realized investment gains (losses), net,” for the periods indicated:

Realized Investment Gains (Losses), Net

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Fixed maturities	$	(2	)	$	—		$	(18	)	$	(33	)
Other equity investments		(12	)		(1	)		(12	)		(4	)
Other		(3	)		—			(2	)		—
Total	$	(17	)	$	(1	)	$	(32	)	$	(37	)

The following table further describes realized gains (losses), net for Fixed maturities:

Fixed Maturities

Realized Investment Gains (Losses)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Gross realized investment gains:
Gross gains on sales and maturities	$	16		$	9		$	30		$	41
Other		—			—			—			—
Total gross realized investment gains		16			9			30			41
Gross realized investment losses:
Other-than-temporary impairments recognized in earnings (loss)		(14	)		(1	)		(32	)		(53	)
Gross losses on sales and maturities		(4	)		(8	)		(16	)		(21	)
Total gross realized investment losses		(18	)		(9	)		(48	)		(74	)
Total	$	(2	)	$	—		$	(18	)	$	(33	)

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The following table sets forth, for the periods indicated, the composition of other-than-temporary impairments recorded in Earnings (loss) by asset type.

Other-Than-Temporary Impairments Recorded in Earnings (Loss)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In Millions)
Fixed Maturities:
Public fixed maturities	$	(14	)	$	—		$	(21	)	$	(19	)
Private fixed maturities		—			(1	)		(11	)		(34	)
Total fixed maturities securities		(14	)		(1	)		(32	)		(53	)
Equity securities		—			—			—			(3	)
Total	$	(14	)	$	(1	)	$	(32	)	$	(56	)

For the third quarter and first nine months of 2015, OTTI on fixed maturities recorded in net earnings (loss) were due to credit events or adverse conditions of the respective issuer. In these situations, management believes such circumstances have caused, or will lead to, a deficiency in the contractual cash flows related to the investment. The amount of the impairment recorded in earnings (loss) is the difference between the amortized cost of the debt security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment.

LIQUIDITY AND CAPITAL RESOURCES

The following discussion supplements that found in the 2014 Form 10-K’s MD&A section under the caption “Liquidity and Capital Resources.”

Overview

Liquidity management uses a centralized funds management process. This centralized process includes the monitoring and control of cash flow associated with policyholder receipts and disbursements and General Account portfolio principal, interest and investment activity. Funds are managed through a banking system designed to reduce float and maximize funds availability. The derivative transactions used to hedge the Company’s variable annuity products are integrated into AXA Equitable’s overall liquidity process; forecast of potential payments and collateral calls during the life of and at the settlement of each derivative transaction are included in the cash flow forecast. Information regarding liquidity needs and availability is reported by various departments and investment managers. The information is used to produce forecasts of available funds and cash flow. Significant market volatility can affect daily cash requirements due to the settlement and collateral calls of derivative transactions.

In addition to gathering and analyzing information on funding needs, the Company has a centralized process for both investing short-term cash and borrowing funds to meet cash needs. In general, the short-term investment positions have a maturity profile of 1-7 days with considerable flexibility as to availability.

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In managing the liquidity of the Insurance segment’s business, management also considers the risk of policyholder and contractholder withdrawals of funds earlier than assumed when selecting assets to support these contractual obligations. Surrender charges and other contract provisions are used to mitigate the extent, timing and profitability impact of withdrawals of funds by customers from annuity contracts and deposit liabilities. The following table sets forth withdrawal characteristics of the Company’s General Account annuity reserves and deposit liabilities (based on statutory liability values) as of the dates indicated.

General Accounts Annuity Reserves and Deposit Liabilities

	September 30, 2015					December 31, 2014
	Amount		% of Total			Amount		% of Total
	(Dollars in Millions)
Not subject to discretionary withdrawal provisions	$	3,364		16.3	%	$	3,137		15.5	%
Subject to discretionary withdrawal, with adjustment:
With market value adjustment		31		0.2			32		0.2
At contract value, less surrender charge of 5% or more		1,491		7.2			1,678		8.3
Subtotal		1,522		7.4			1,710		8.5
Subject to discretionary withdrawal at contract value with no surrender charge or surrender charge of less than 5%		15,757		76.3			15,315		76.0
Total Annuity Reserves And Deposit Liabilities	$	20,643		100.0	%	$	20,162		100.0	%

Analysis of Statement of Cash Flows

Cash and cash equivalents of $4.2 billion at September 30, 2015 increased $1.6 billion from $2.7 billion at December 31, 2014.

Net cash provided by operating activities was $33 million in the first nine months of 2015, $440 million higher than the $407 million net cash used in operating activities in the first nine months of 2014. Cash flows from operating activities include such sources as premiums, investment management and advisory fees and investment income offset by such uses as life insurance benefit payments, policyholder dividends, compensation payments, other cash expenditures and tax payments.

Net cash used in investing activities was $789 million in the first nine months of 2015; $1.4 billion lower than the $2.2 billion net cash used by investing activities in the first nine months of 2014. The decrease was principally due to $1.4 billion lower net purchase of investments and $86 million higher cash inflows from cash settlement related to derivatives partially offset by $151 million higher net purchases of trading account securities in the first nine months of 2015 as compared to the first nine months of 2014.

Cash flows provided by financing activities were $2.3 billion in the first nine months of 2015; $122 million higher than the $2.2 billion net cash provided by financing activities in the first nine months of 2014. The impact of the net deposits to policyholders’ account balances was $2.8 billion and $3.2 billion in the first nine months of 2015 and 2014, respectively. During the first nine months of 2015, the Company entered into $708 million of net repurchase and reverse repurchase agreements. Change in short term borrowings decreased $128 million in the first nine months of 2015 compared to an increase of $135 million in the first nine months of 2014, which primarily reflect AllianceBernstein’s commercial paper program activity. Change in collateralized pledged assets and liabilities decreased $115 million in the first nine months of 2015, $204 million less than the $89 million increase in the first nine months of 2014. In the first nine months of 2015 AXA Equitable paid $517 million of shareholder dividends to AXA Financial and in the first nine months of 2014 AXA Equitable paid $382 million of shareholder dividends and repaid $500 million of surplus notes to AXA Financial.

AXA Equitable

Liquidity Requirements. AXA Equitable’s liquidity requirements principally relate to the liabilities associated with its various life insurance, annuity and group pension products; the active management of various economic hedging programs; shareholder dividends to AXA Financial; and operating expenses, including debt service. AXA Equitable’s liabilities include, among other things, the payment of benefits under life insurance, annuity and group pension products, as well as cash payments in connection with policy surrenders, withdrawals and loans.

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The Company’s liquidity needs are affected by: fluctuations in mortality; other benefit payments; policyholder directed transfers from General Account to Separate Account investment options; and the level of surrenders and withdrawals previously discussed in “Results of Continuing Operations by Segment - Insurance,” as well as by cash settlements of its derivative hedging programs, debt service requirements and dividends to its shareholder.

Sources of Liquidity. The principal sources of AXA Equitable’s cash flows are premiums, deposits and charges on policies and contracts, investment income, repayments of principal and sales proceeds from its fixed maturity portfolios, sales of other General Account Investment Assets, borrowings from third parties and affiliates and dividends and distributions from subsidiaries.

AXA Equitable’s primary source of short-term liquidity to support its insurance operations is a pool of liquid, high quality short-term instruments structured to provide liquidity in excess of the expected cash requirements. In addition, a substantial portfolio of public bonds including U.S. Treasury and agency securities and other investment grade fixed maturities is available to meet AXA Equitable’s liquidity needs. Other liquidity sources include the Company’s credit facility provided by the FHLBNY and dividends and distributions from its subsidiaries.

Funding and repurchase agreements. AXA Equitable as a member of the FHLBNY has access to borrowing facilities from the FHLBNY including collateralized borrowings and funding agreements, which would require AXA Equitable to pledge qualified mortgage-backed assets and/or government securities as collateral. AXA Equitable’s capacity with the FHLBNY was increased during second quarter 2014 from $1.0 billion to $3.0 billion. At September 30, 2015 and December 31, 2014, the Company had $500 million of outstanding funding agreements with the FHLBNY. In addition in fourth quarter 2014 AXA Equitable entered into $950 million of repurchase agreements and expanded the program in second quarter 2015. At September 30, 2015 the total outstanding balance of repurchase agreements was $1.9 billion. The funding and repurchase agreements were used to extend the duration of the assets within the General Account investment portfolio.

Third-party borrowings. In December 1995, AXA Equitable issued a $200 million callable 7.7% surplus note in exchange for cash to third parties. The note pays interest semi-annually and matures on December 1, 2015. AXA Equitable received approval from the NYDFS to make the principal payment plus accrued interest on this debt upon maturity. At September 30, 2015, AXA Equitable had no other short-term or third party debt outstanding.

Off-Balance Sheet Transactions. At September 30, 2015 and December 31, 2014, AXA Equitable was not a party to any off-balance sheet transactions other than those guarantees and commitments described in Notes 10 and 16 of Notes to Consolidated Financial Statements in the 2014 Form 10-K.

Guarantees and Other Commitments. AXA Equitable had approximately $18 million of letters of credit primarily related to reinsurance as well as $550 million and $775 million of commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements, respectively, at September 30, 2015. For further information on guarantees and commitments, see the “Supplementary Information” section in Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operations in the 2014 Form 10-K.

Statutory Regulation, Capital and Dividends. AXA Equitable is subject to the regulatory capital requirements of its place of domicile, which are designed to monitor capital adequacy. The level of an insurer’s required capital is impacted by many factors including, but not limited to, business mix, product design, sales volume, invested assets, liabilities, reserves and movements in the capital markets, including interest rates and equity markets. At September 30, 2015, the total adjusted capital was in excess of its regulatory capital requirements and management believes that AXA Equitable has (or has the ability to meet) the necessary capital resources to support its business.

The Company currently reinsures to AXA Arizona a 100% quota share of all liabilities for GMDB/GMIB riders on the Accumulator^® products issued on or after January 1, 2006 and in-force on September 30, 2008. AXA Arizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under UL insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. The reinsurance arrangements with AXA Arizona provide important capital management benefits to AXA Equitable. AXA Equitable receives statutory reserve credits for reinsurance treaties with AXA Arizona to the extent AXA Arizona holds assets in an irrevocable trust ($9.6 billion at September 30, 2015) and/or letters of credit ($3.2 billion at September 30, 2015). These letters of credit are guaranteed by AXA. Under the reinsurance contracts, AXA Arizona is

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required to transfer assets into and is permitted to transfer assets from the Trust under certain circumstances. The level of statutory reserves held by AXA Arizona fluctuate based on market movements, mortality experience and policyholder behavior. Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could adversely impact AXA Arizona’s liquidity.

AXA Equitable monitors its regulatory capital requirements on an ongoing basis taking into account the prevailing conditions in the capital markets. Interest rates and/or equity market performance, impact the reserve requirements and capital needed to support the variable annuity guarantee business. While management believes that AXA Equitable currently has the necessary capital to support its business, future capital requirements will depend on future market conditions and regulations and there can be no assurance that sufficient additional required capital could be secured.

Several states, including New York, regulate transactions between an insurer and its affiliates under insurance holding company acts. These acts contain certain reporting requirements and restrictions on provision of services and on transactions, such as intercompany service agreements, asset transfers, reinsurance, loans and shareholder dividend payments by insurers. Depending on their size, such transactions and payments may be subject to prior notice to, or approval by, the insurance department of the applicable state.

AXA Equitable is restricted as to the amounts it may pay as dividends to AXA Financial. Under New York insurance law, a domestic life insurer may, without prior approval of the Superintendent of the NYSDFS, pay a dividend to its shareholders not exceeding an amount calculated based on a statutory formula. This formula would permit AXA Equitable to pay shareholder dividends not greater than $517 million during 2015. Payment of dividends exceeding this amount requires the insurer to file notice of its intent to declare such dividends with the Superintendent of the NYSDFS, who then has 30 days to disapprove the distribution. In first nine months of 2015 and 2014, respectively, AXA Equitable paid $517 million and $382 million in shareholder dividends.

For the third quarter and first nine months of 2015 and 2014, respectively, AXA Equitable’s statutory net income (loss) totaled $25 million, $1.0 billion, $348 million and $2.1 billion. Statutory surplus, capital stock and Asset Valuation Reserve totaled $6.3 billion and $5.8 billion at September 30, 2015 and December 31, 2014, respectively.

For additional information, see “Item 1 – Business – Regulation” and “Item 1A – Risk Factors” in the 2014 Form 10-K.

AllianceBernstein

During the first nine months of 2015, net cash provided by operating activities was $804 million, compared to $446 million during the corresponding 2014 period. The change primarily is due to a $100 million lower decrease in broker-dealer related payables (net of receivables and segregated U.S. Treasury bills activity), $95 million lower seed capital and broker-dealer purchases (net of redemptions), $66 million higher cash provided by net income and a $59 million increase in accrued compensation and benefits.

During the first nine months of 2015, net cash used in investing activities was $13 million, compared to $81 million during the corresponding 2014 period. The decrease primarily resulted from the purchases of a business, net of cash acquired, during 2014 of $61 million.

During the first nine months of 2015, net cash used in financing activities was $683 million, compared to $330 million during the corresponding 2014 period. The change reflects $133 million net repayments of commercial paper in the first nine months of 2015 compared to net issuances of $91 million in 2014, $95 million higher repurchases of AB Holding Units, $40 million lower proceeds from bank loans and $28 million higher distributions to the General Partner and unitholders as a result of higher earnings (distributions on earnings are paid one quarter in arrears) partially offset by a $39 million increase in overdrafts payables.

As of September 30, 2015, AllianceBernstein had $655 million of cash and cash equivalents, all of which is available for liquidity, but consists primarily of cash on deposit for AllianceBernstein’s broker-dealers to comply with various customer clearing activities and cash held by foreign subsidiaries for which a permanent investment election for U.S. tax purposes is taken. If the cash held at AllianceBernstein’s foreign subsidiaries of $482 million, which includes cash on deposit for our foreign broker-dealers, was to be repatriated to the U.S., AllianceBernstein would be required to accrue and pay U.S. income taxes on these funds, based on the unremitted amount. AllianceBernstein currently intends to permanently reinvest these earnings outside the U.S.

At September 30, 2015 and December 31, 2014, respectively, AllianceBernstein had $357 million and $489 million, outstanding under its commercial paper program.

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AllianceBernstein has a $1.0 billion committed, unsecured senior revolving credit facility (the “AB Credit Facility”) with a group of commercial banks and other lenders. The AB Credit Facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $250 million, any such increase being subject to the consent of the affected lenders. The AB Credit Facility is available for AllianceBernstein’s and SCB LLC’s business purposes, including the support of AllianceBernstein’s $1.0 billion commercial paper program. Both AllianceBernstein and SCB LLC can draw directly under the AB Credit Facility and AllianceBernstein’s management expects to draw on the AB Credit Facility from time to time. As of September 30, 2015 and December 31, 2014, AllianceBernstein had no amounts outstanding under the AB Credit Facility.

On October 22, 2014, as part of an amendment and restatement, the maturity date of the AB Credit Facility was extended from January 17, 2017 to October 22, 2019. There were no other significant changes included in the amendment.

As of September 30, 2015 and December 31, 2014, AllianceBernstein had no amounts outstanding under the AB Credit Facility. During the first nine months of 2015 and the full year 2014, AllianceBersntein did not draw upon the AB Credit Facility.

In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit AllianceBernstein to borrow up to an aggregate of approximately $200 million while three lines have no stated limit. As of September 30, 2015 and December 31, 2014, SCB LLC had no bank loans outstanding.

SUPPLEMENTARY INFORMATION

The Company is involved in a number of ventures and transactions with AXA and certain of its affiliates. See Note 11, included herein and AXA Equitable’s 2014 Form 10-K as well as AllianceBernstein’s Report on Form 10-K for the year ended December 31, 2014 for information on related party transactions.

Contractual Obligations

The Company’s consolidated contractual agreements include policyholder obligations, long-term debt, commercial paper, loans from affiliates, employee benefits, operating leases and various funding commitments. See the “Supplementary Information – Contractual Obligation” section in Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operations in AXA Equitable’s 2014 Form 10-K for additional information.

ADOPTION AND FUTURE ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements included herein.

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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 Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2014 Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2015. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2015.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2015 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

See Note 10 of Notes to Consolidated Financial Statements contained herein. Except as disclosed in Note 10 of Notes to Consolidated Financial Statements, there have been no new material legal proceedings and no new material developments in legal proceedings previously reported in the 2014 Form 10-K.

Item 1A. Risk Factors

You should carefully consider the risks described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014. These risks could materially affect our business, consolidated results of operations or financial condition. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” 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

NONE.

Item 3. Defaults Upon Senior Securities

NONE.

Item 4. Mine Safety Disclosures

NONE.

Item 5. Other Information

Iran Threat Reduction and Syria Human Rights Act

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“Iran Act”), which added Section 13(r) to the Exchange Act, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure generally is required even where the activities, transactions or dealings were conducted in compliance with applicable law. AXA Financial, AXA Equitable and their global subsidiaries had no transactions or activities requiring disclosure under the Iran Act, nor were they involved in the AXA Group matters described immediately below.

The non-U.S. based subsidiaries of AXA operate in compliance with applicable laws and regulations of the various jurisdictions in which they operate, including applicable international (United Nations and European Union) laws and regulations. While AXA Group companies based and operating outside the United States generally are not subject to U.S. law, as an international group, AXA has in place policies and standards (including the AXA Group International Sanctions Policy) that apply to all AXA Group companies worldwide and often impose requirements that go well beyond local law.

AXA has informed us that AXA Konzern AG, an AXA insurance subsidiary, provides car insurance to the Iranian embassy in Berlin, Germany and some of their staff. The total annual premium of these policies is approximately $13,000 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $6,500. These policies were underwritten by a broker who specializes in providing insurance coverage for diplomats. Provision of motor vehicle insurance is mandatory in Germany and cannot be cancelled until the policies expire.

In addition, AXA has informed us that AXA Ireland, an AXA insurance subsidiary, provides statutorily required car insurance under three separate policies to the Iranian embassy in Dublin, Ireland. AXA has informed us that compliance with the Declined Cases Agreement of the Irish Government prohibits the cancellation of these policies prior to their expiration unless another insurer is willing to assume the coverage. The total annual premium for these policies is approximately $3,750 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $1,875.

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Lastly, AXA has informed us that AXA Sigorta, an insurance subsidiary of AXA organized under the laws of Turkey, provides car insurance coverage for the vehicle pools of the Iranian General Consulate and the Iranian embassy in Istanbul, Turkey. Motor liability insurance coverage is mandatory in Turkey and cannot be cancelled unilaterally. The total annual premium in respect of these policies is approximately $3,150 and the annual net profit, which is difficult to calculate with precision, is estimated to be $1,575.

The aggregate annual premiums for the above-referenced insurance policies are approximately $19,900, representing approximately 0.00002% of AXA’s 2014 consolidated revenues, which are approximately $100 billion. The related net profit, which is difficult to calculate with precision, is estimated to be $9,950, representing approximately 0.0002% of AXA’s 2014 aggregate net profit.

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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
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, AXA Equitable Life Insurance Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 6, 2015	AXA EQUITABLE LIFE INSURANCE COMPANY
		By:	/s/ Anders Malmstrom
			Name:	Anders Malmstrom
			Title:	Senior Executive Director
				and Chief Financial Officer
Date: November 6, 2015			/s/ Andrea Nitzan
			Name:	Andrea Nitzan
			Title:	Executive Director
				Chief Accounting Officer and Controller

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