Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following section applies the fair value hierarchy and disclosure requirements for the Company’s financial instruments that are carried at fair value. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three broad Levels (Level 1, 2 and 3).

Level 1 Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. Level 1 securities include highly liquid U.S. Treasuries, money market funds and exchange traded equity securities, open-ended mutual funds reported in separate account assets and exchange-traded derivative instruments.

Level 2 Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities. Most fixed maturities and preferred stocks, including those reported in separate account assets, are model priced by vendors using observable inputs and are classified within Level 2. Also included are limited partnerships and other alternative assets measured at fair value where an investment can be redeemed, or substantially redeemed, at the NAV at the measurement date or in the near-term, not to exceed 90 days.

Level 3 Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Level 3 securities include less liquid securities, guaranteed product embedded and reinsurance derivatives and other complex derivative instruments, as well as limited partnerships and other alternative investments carried at fair value that cannot be redeemed in the near-term at the NAV. Because Level 3 fair values, by their nature, contain one or more significant unobservable inputs as there is little or no observable market for these assets and liabilities, considerable judgment is used to determine the Level 3 fair values. Level 3 fair values represent the Company’s best estimate of an amount that could be realized in a current market exchange absent actual market exchanges.

In many situations, inputs used to measure the fair value of an asset or liability position may fall into different levels of the fair value hierarchy. In these situations, the Company will determine the level in which the fair value falls based upon the lowest level input that is significant to the determination of the fair value. Transfers of securities among the levels occur at the beginning of the reporting period. The amount of transfers from Level 1 to Level 2 was $78 and $232, respectively, for the three and nine months endedSeptember 30, 2013, and $600 and $1,248 for the three and nine months endedSeptember 30, 2012, which represented previously on-the-run U.S. Treasury securities that are now off-the-run, and there were no transfers from Level 2 to Level 1. In most cases, both observable (e.g., changes in interest rates) and unobservable (e.g., changes in risk assumptions) inputs are used in the determination of fair values that the Company has classified within Level 3. Consequently, these values and the related gains and losses are based upon both observable and unobservable inputs. The Company’s fixed maturities included in Level 3 are classified as such because these securities are primarily priced by independent brokers and/or within illiquid markets.

The following tables present assets and (liabilities) carried at fair value by hierarchy level. These disclosures provide information as to the extent to which the Company uses fair value to measure financial instruments and information about the inputs used to value those financial instruments to allow users to assess the relative reliability of the measurements.

3. Fair Value Measurements (continued)

	September 30, 2013
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets accounted for at fair value on a recurring basis
Fixed maturities, AFS
ABS	$	1,115		$	—		$	942		$	173
CDOs	1,643			—			1,086			557
CMBS	2,438			—			1,968			470
Corporate	17,348			—			16,507			841
Foreign government/government agencies	1,179			—			1,133			46
Municipal	1,041			—			933			108
RMBS	2,663			—			1,743			920
U.S. Treasuries	2,314			55			2,259			—
Total fixed maturities	29,741			55			26,571			3,115
Fixed maturities, FVO	949			—			753			196
Equity securities, trading	11			11			—			—
Equity securities, AFS	385			200			127			58
Derivative assets
Credit derivatives	25			—			6			19
Equity derivatives	6			—			—			6
Foreign exchange derivatives	(50		)	—			(50		)	—
Interest rate derivatives	(27		)	—			(27		)	—
U.S. guaranteed minimum withdrawal benefit ("GMWB") hedging instruments	79			—			(18		)	97
U.S. macro hedge program	160			—			—			160
International program hedging instruments	84			—			91			(7		)
Other derivative contracts	—						—			—
Total derivative assets [1]	277			—			2			275
Short-term investments	2,262			324			1,938			—
Limited partnerships and other alternatives [2]	463			—			302			161
Reinsurance recoverable for U.S. GMWB and Japan GMWB, GMIB, and GMAB	(36		)	—			61			(97		)
Separate account assets [3]	136,447			98,149			37,563			735
Assets held for sale	2,211			1,732			471			8
Total assets accounted for at fair value on a recurring basis	$	172,710		$	100,471		$	67,788		$	4,451
Percentage of level to total	100		%	58		%	39		%	3		%
Liabilities accounted for at fair value on a recurring basis
Other policyholder funds and benefits payable
Guaranteed living benefits	$	(1,053	)	$	—		$	—		$	(1,053	)
Equity linked notes	(13		)	—			—			(13		)
Total other policyholder funds and benefits payable	(1,066		)	—			—			(1,066		)
Derivative liabilities
Credit derivatives	(16		)	—			—			(16		)
Equity derivatives	13			—			(1		)	14
Foreign exchange derivatives	(206		)	—			(206		)	—
Interest rate derivatives	(337		)	—			(311		)	(26		)
U.S. GMWB hedging instruments	79			—			(43		)	122
U.S. macro hedge program	21			—			—			21
International program hedging instruments	(277		)	—			(113		)	(164		)
Total derivative liabilities [4]	(723		)	—			(674		)	(49		)
Consumer notes [5]	(1		)	—			—			(1		)
Liabilities held for sale	(31		)	—			—			(31		)
Total liabilities accounted for at fair value on a recurring basis	$	(1,821	)	$	—		$	(674	)	$	(1,147	)

3. Fair Value Measurements (continued)

	December 31, 2012
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets accounted for at fair value on a recurring basis
Fixed maturities, AFS
ABS	$	1,673		$	—		$	1,435		$	238
CDOs	2,160			—			1,437			723
CMBS	3,912			—			3,380			532
Corporate	30,979			—			29,639			1,340
Foreign government/government agencies	1,460			—			1,426			34
Municipal	1,998			—			1,829			169
RMBS	4,671			—			3,538			1,133
U.S. Treasuries	2,551			78			2,473			—
Total fixed maturities	49,404			78			45,157			4,169
Fixed maturities, FVO	1,010			6			805			199
Equity securities, trading	1,847			1,847			—			—
Equity securities, AFS	400			203			142			55
Derivative assets
Credit derivatives	(10		)	—			—			(10		)
Equity derivatives	30			—			—			30
Foreign exchange derivatives	104			—			104			—
Interest rate derivatives	108			—			144			(36		)
U.S. GMWB hedging instruments	36			—			(53		)	89
U.S. macro hedge program	186			—			—			186
International program hedging instruments	127			—			142			(15		)
Total derivative assets [1]	581			—			337			244
Short-term investments	2,354			242			2,112			—
Limited partnerships and other alternative investments [2]	414			—			264			150
Reinsurance recoverable for U.S. GMWB and Japan GMWB, GMIB, and GMAB	1,081			—			—			1,081
Separate account assets [3]	138,497			97,976			39,938			583
Total assets accounted for at fair value on a recurring basis	$	195,588		$	100,352		$	88,755		$	6,481
Percentage of level to total	100		%	52		%	45		%	3		%
Liabilities accounted for at fair value on a recurring basis
Other policyholder funds and benefits payable
Guaranteed living benefits	$	(3,119	)	$	—		$	—		$	(3,119	)
Equity linked notes	(8		)	—			—			(8		)
Total other policyholder funds and benefits payable	(3,127		)	—			—			(3,127		)
Derivative liabilities
Credit derivatives	(6		)	—			(20		)	14
Equity derivatives	15			—			—			15
Foreign exchange derivatives	(17		)	—			(17		)	—
Interest rate derivatives	(359		)	—			(338		)	(21		)
U.S. GMWB hedging instruments	536			—			106			430
U.S. macro hedge program	100			—			—			100
International program hedging instruments	(231		)	—			(171		)	(60		)
Total derivative liabilities [4]	38			—			(440		)	478
Consumer notes [5]	(2		)	—			—			(2		)
Total liabilities accounted for at fair value on a recurring basis	$	(3,091	)	$	—		$	(440	)	$	(2,651	)

[1] Includes over-the-counter("OTC") and OTC-cleared derivative instruments in a net asset value position after consideration of the impact of collateral posting requirements which may be imposed by agreements, clearing house rules and applicable law. At September 30, 2013 and December 31, 2012, $89 and $92, respectively, was the amount of cash collateral liability that was netted against the derivative asset value on the Condensed Consolidated Balance Sheet, and is excluded from the table above. For further information on derivative liabilities, see footnote 4 below.

[2] Represents hedge funds where investment company accounting has been applied to a wholly-owned fund of funds measured at value.

[3] As of September 30, 2013 and December 31, 2012, excludes approximately $3.4 billion and $3.1 billion, respectively, of investment sales receivable that are not subject to fair value accounting.

[4] Includes over-the-counter derivative instruments in a net negative market value position (derivative liability). In the Level 3 roll forward table included below in this Note, the derivative asset and liability are referred to as “freestanding derivatives” and are presented on a net basis.

[5] Represents embedded derivatives associated with non-funding agreement-backed consumer equity-linked notes.

3. Fair Value Measurements (continued)

Determination of Fair Values

The valuation methodologies used to determine the fair values of assets and liabilities under the “exit price” notion, reflect market-participant objectives and are based on the application of the fair value hierarchy that prioritizes relevant observable market inputs over unobservable inputs. The Company determines the fair values of certain financial assets and financial liabilities based on quoted market prices where available and where prices represent a reasonable estimate of fair value. The Company also determines fair value based on future cash flows discounted at the appropriate current market rate. Fair values reflect adjustments for counterparty credit quality, the Company’s default spreads, liquidity and, where appropriate, risk margins on unobservable parameters. The following is a discussion of the methodologies used to determine fair values for the financial instruments listed in the above tables.

The fair value process is monitored by the Valuation Committee, which is a cross-functional group of senior management within the Company that meets at least quarterly. The Valuation Committee is co-chaired by the Heads of Investment Operations and Accounting and has representation from various investment sector professionals, accounting, operations, legal, compliance and risk management. The purpose of the committee is to oversee the pricing policy and procedures by ensuring objective and reliable valuation practices and pricing of financial instruments, as well as addressing fair valuation issues and approving changes to valuation methodologies and pricing sources.

There is also a Fair Value Working Group (“Working Group”) which includes the Heads of Investment Operations and Accounting, as well as other investment, operations, accounting and risk management professionals that meet monthly to review market data trends, pricing and trading statistics and results, and any proposed pricing methodology changes. The Working Group performs ongoing analysis of the prices and credit spreads received from third parties to ensure that the prices represent a reasonable estimate of the fair value. This process involves quantitative and qualitative analysis and is overseen by investment and accounting professionals. As a part of this analysis, the Company considers trading volume, new issuance activity and other factors to determine whether the market activity is significantly different than normal activity in an active market, and if so, whether transactions may not be orderly considering the weight of available evidence. If the available evidence indicates that pricing is based upon transactions that are stale or not orderly, the Company places little, if any, weight on the transaction price and will estimate fair value utilizing an internal pricing model. In addition, the Company ensures that prices received from independent brokers represent a reasonable estimate of fair value through the use of internal and external cash flow models developed based on spreads, and when available, market indices. As a result of this analysis, if the Company determines that there is a more appropriate fair value based upon the available market data, the price received from the third party is adjusted accordingly and approved by the Valuation Committee.

AFS, Fixed Maturities, FVO, Equity Securities, Trading, and Short-term Investments

The fair value of AFS securities, fixed maturities, FVO, equity securities, trading, and short-term investments in an active and orderly market (e.g. not distressed or forced liquidation) are determined by management after considering one of three primary sources of information: third-party pricing services, independent broker quotations or pricing matrices. Security pricing is applied using a “waterfall” approach whereby publicly available prices are first sought from third-party pricing services, the remaining unpriced securities are submitted to independent brokers for prices, or lastly, securities are priced using a pricing matrix. Typical inputs used by these pricing methods include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, and/or estimated cash flows, prepayments speeds and default rates.Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, third-party pricing services will normally derive the security prices from recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information as outlined above. If there are no recently reported trades, the third-party pricing services and independent brokers may use matrix or model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of ABS and RMBS are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral. Actual prepayment experience may vary from these estimates.

Prices from third-party pricing services are often unavailable for securities that are rarely traded or are traded only in privately negotiated transactions. As a result, certain securities are priced via independent broker quotations which utilize inputs that may be difficult to corroborate with observable market based data. Additionally, the majority of these independent broker quotations are non-binding.

3. Fair Value Measurements (continued)

The Company’s internal pricing model utilizes the Company’s best estimate of expected future cash flows discounted at a rate of return that a market participant would require. The significant inputs to the model include, but are not limited to, current market inputs, such as credit loss assumptions, estimated prepayment speeds and market risk premiums. A pricing matrix is used to price private placement securities for which the Company is unable to obtain a price from a third-party pricing service by discounting the expected future cash flows from the security by a developed market discount rate utilizing current credit spreads. Credit spreads are developed each month using market based data for public securities adjusted for credit spread differentials between public and private securities which are obtained from a survey of multiple private placement brokers. The appropriate credit spreads determined through this survey approach are based upon the issuer’s financial strength and term to maturity, utilizing an independent public security index and trade information and adjusting for the non-public nature of the securities.

The Company conducts other specific activities to monitor controls around pricing. Daily analyses identify price changes over 3-5%, sale trade prices that differ over 3% from the prior day’s price and purchase trade prices that differ more than 3% from the current day’s price. Weekly analyses identify prices that differ more than 5% from published bond prices of a corporate bond index. Monthly analyses identify price changes over 3%, prices that haven’t changed, and missing prices. Also on a monthly basis, a second source validation is performed on most sectors. Analyses are conducted by a dedicated pricing unit that follows up with trading and investment sector professionals and challenges prices with vendors when the estimated assumptions used differ from what the Company feels a market participant would use. Any changes from the identified pricing source are verified by further confirmation of assumptions used. Examples of other procedures performed include, but are not limited to, initial and on-going review of third-party pricing services’ methodologies, review of pricing statistics and trends and back testing recent trades.

The Company has analyzed the third-party pricing services’ valuation methodologies and related inputs, and has also evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Most prices provided by third-party pricing services are classified into Level 2 because the inputs used in pricing the securities are market observable. Due to a general lack of transparency in the process that brokers use to develop prices, most valuations that are based on brokers’ prices are classified as Level 3. Some valuations may be classified as Level 2 if the price can be corroborated with observable market data.

Derivative Instruments, including embedded derivatives within investments

Derivative instruments are fair valued using pricing valuation models for OTC and OTC-cleared derivatives that utilize independent market data inputs, quoted market prices for exchange-traded derivatives, or independent broker quotations. Excluding embedded and reinsurance related derivatives, as of September 30, 2013 and December 31, 2012, 97% and 98%, respectively, of derivatives, based upon notional values, were priced by valuation models or quoted market prices. The remaining derivatives were priced by broker quotations.

The Company performs various controls on derivative valuations which includes both quantitative and qualitative analysis. Analyses are conducted by a dedicated derivative pricing team that works directly with investment sector professionals to analyze impacts of changes in the market environment and investigate variances. There is a monthly analysis to identify market value changes greater than predefined thresholds, stale prices, missing prices and zero prices. Also on a monthly basis, a second source validation, typically to broker quotations, is performed for certain of the more complex derivatives, as well as for all new deals during the month. A model validation review is performed on any new models, which typically includes detailed documentation and validation to a second source. The model validation documentation and results of validation are presented to the Valuation Committee for approval. There is a monthly control to review changes in pricing sources to ensure that new models are not moved to production until formally approved.

The Company utilizes derivative instruments to manage the risk associated with certain assets and liabilities. However, the derivative instrument may not be classified with the same fair value hierarchy level as the associated assets and liabilities. Therefore the realized and unrealized gains and losses on derivatives reported in Level 3 may not reflect the offsetting impact of the realized and unrealized gains and losses of the associated assets and liabilities.

3. Fair Value Measurements (continued)

Limited partnerships and other alternative investments

Limited partnerships and other alternative investments include hedge funds where investment company accounting has been applied to a wholly-owned fund of funds measured at fair value. These funds are fair valued using the net asset value per share or equivalent (“NAV”), as a practical expedient, calculated on a monthly basis and is the amount at which a unit or shareholder may redeem their investment, if redemption is allowed. Certain impediments to redemption include, but are not limited to the following: 1) redemption notice periods vary and may be as long as 90 days, 2) redemption may be restricted (e.g. only be allowed on a quarter-end), 3) a holding period referred to as a lock-up may be imposed whereby an investor must hold their investment for a specified period of time before they can make a notice for redemption, 4) gating provisions may limit all redemptions in a given period to a percentage of the entities' equity interests, or may only allow an investor to redeem a portion of their investment at one time and 5) early redemption penalties may be imposed that are expressed as a percentage of the amount redeemed. The Company will assess impediments to redemption and current market conditions that will restrict the redemption at the end of the notice period. Any funds that are subject to significant liquidity restrictions are reported in Level 3; all others are classified as Level 2.

Valuation Techniques and Inputs for Investments

Generally, the Company determines the estimated fair value of its AFS securities, fixed maturities, FVO, equity securities, trading, and short-term investments using the market approach. The income approach is used for securities priced using a pricing matrix, as well as for derivative instruments. Certain limited partnerships and other alternative investments are measured at fair value using a NAV as a practical expedient. For Level 1 investments, which are comprised of on-the-run U.S. Treasuries, exchange-traded equity securities, short-term investments, and exchange traded futures and option contracts, valuations are based on observable inputs that reflect quoted prices for identical assets in active markets that the Company has the ability to access at the measurement date.

For most of the Company’s debt securities, the following inputs are typically used in the Company’s pricing methods: reported trades, benchmark yields, bids and/or estimated cash flows. For securities except U.S. Treasuries, inputs also include issuer spreads, which may consider credit default swaps. Derivative instruments are valued using mid-market inputs that are predominantly observable in the market.

A description of additional inputs used in the Company’s Level 2 and Level 3 measurements is listed below:

Level 2 The fair values of most of the Company’s Level 2 investments are determined by management after considering prices received from third party pricing services. These investments include most fixed maturities and preferred stocks, including those reported in separate account assets, as well as certain limited partnerships and other alternative investments and derivative instruments.

• ABS, CDOs, CMBS and RMBS – Primary inputs also include monthly payment information, collateral performance, which varies by vintage year and includes delinquency rates, collateral valuation loss severity rates, collateral refinancing assumptions, credit default swap indices and, for ABS and RMBS, estimated prepayment rates.

• Corporates, including investment grade private placements – Primary inputs also include observations of credit default swap curves related to the issuer.

• Foreign government/government agencies—Primary inputs also include observations of credit default swap curves related to the issuer and political events in emerging markets.

• Municipals – Primary inputs also include Municipal Securities Rulemaking Board reported trades and material event notices, and issuer financial statements.

• Short-term investments – Primary inputs also include material event notices and new issue money market rates.

• Equity securities, trading – Consist of investments in mutual funds. Primary inputs include net asset values obtained from third party pricing services.

• Credit derivatives – Primary inputs include the swap yield curve and credit default swap curves.

• Foreign exchange derivatives – Primary inputs include the swap yield curve, currency spot and forward rates, and cross currency basis curves.

• Interest rate derivatives – Primary input is the swap yield curve.

• Limited partnerships and other alternative investments — Primary inputs include a NAV for investment companies with no redemption restrictions as reported on their U.S. GAAP financial statements.

3. Fair Value Measurements (continued)

Level 3 Most of the Company’s securities classified as Level 3 include less liquid securities such as lower quality ABS, CMBS, commercial real estate (“CRE”) CDOs and RMBS primarily backed by below-prime loans. Securities included in level 3 are primarily valued based on broker prices or broker spreads, without adjustments. Primary inputs for non-broker priced investments, including structured securities, are consistent with the typical inputs used in Level 2 measurements noted above, but are Level 3 due to their less liquid markets. Additionally, certain long-dated securities are priced based on third party pricing services, including municipal securities, foreign government/government agencies, bank loans and below investment grade private placement securities. Primary inputs for these long-dated securities are consistent with the typical inputs used in Level 1 and Level 2 measurements noted above, but include benchmark interest rate or credit spread assumptions that are not observable in the marketplace. Level 3 investments also include certain limited partnerships and other alternative investments measured at fair value where the Company does not have the ability to redeem the investment in the near-term at the NAV. Also included in Level 3 are certain derivative instruments that either have significant unobservable inputs or are valued based on broker quotations. Significant inputs for these derivative contracts primarily include the typical inputs used in the Level 1 and Level 2 measurements noted above; but also include equity and interest rate volatility and swap yield curves beyond observable limits.

Significant Unobservable Inputs for Level 3 Assets Measured at Fair Values

The following tables present information about significant unobservable inputs used in Level 3 assets measured at fair value.

	As of September 30, 2013
Securities					Unobservable Inputs
Assets accounted for at fair value on a recurring basis	Fair Value		Predominant Valuation Method	Significant Unobservable Input	Minimum		Maximum		Weighted Average [1]		Impact of Increase in Input on Fair Value [2]
CMBS	$	470	Discounted cash flows	Spread (encompasses prepayment, default risk and loss severity)	67bps		2,615bps		624bps		Decrease
Corporate [3]	431		Discounted cash flows	Spread	175bps		5,014bps		388bps		Decrease
Municipal	108		Discounted cash flows	Spread	192bps		290bps		229bps		Decrease
RMBS	920		Discounted cash flows	Spread	64bps		1,992bps		284bps		Decrease
				Constant prepayment rate	0.0	%	10.0	%	2.0	%	Decrease [4]
				Constant default rate	1.0	%	17.0	%	8.0	%	Decrease
				Loss severity	—	%	100.0	%	79.0	%	Decrease
	As of December 31, 2012
CMBS	$	532	Discounted cash flows	Spread (encompasses prepayment, default risk and loss severity)	320bps		3,615bps		1,013bps		Decrease
Corporate [3]	888		Discounted cash flows	Spread	145bps		900bps		333bps		Decrease
Municipal	169		Discounted cash flows	Spread	227bps		344bps		254bps		Decrease
RMBS	1,133		Discounted cash flows	Spread	54bps		1,689bps		379bps		Decrease
				Constant prepayment rate	0.0	%	12.0	%	2.0	%	Decrease [4]
				Constant default rate	1.0	%	24.0	%	8.0	%	Decrease
				Loss severity	—	%	100.0	%	80.0	%	Decrease

[1] The weighted average is determined based on the fair value of the securities.

[2] Conversely, the impact of a decrease in input would have the opposite impact to the fair value as that presented in the table above.

[3] Level 3 corporate securities excludes those for which the Company bases fair value on broker quotations as discussed below.

[4] Decrease for above market rate coupons and increase for below market rate coupons.

3. Fair Value Measurements (continued)

Significant Unobservable Inputs for Level 3 Assets Measured at Fair Values (continued)

	As of September 30, 2013
Freestanding Derivatives						Unobservable Inputs
	Fair Value			Predominant Valuation Method	Significant Unobservable Input	Minimum	Maximum	Impact of Increase in Input on Fair Value [1]
Interest rate derivative
Interest rate swaps	(26		)	Discounted  cash flows	Swap curve  beyond 30 years	3.4%	3.4%	Increase
U.S. GMWB hedging instruments
Equity options	108			Option model	Equity volatility	21%	36%	Increase
Customized swaps	111			Discounted  cash flows	Equity volatility	10%	50%	Increase
U.S. macro hedge program
Equity options	181			Option model	Equity volatility	22%	34%	Increase
International hedging program
Equity options	(171		)	Option model	Equity volatility	29%	39%	Increase
	As of December 31, 2012
Equity derivatives
Equity options	$	45		Option model	Equity volatility	13%	24%	Increase
Interest rate derivative
Interest rate swaps	(57		)	Discounted  cash flows	Swap curve  beyond 30 years	2.8%	2.8%	Increase
U.S. GMWB hedging instruments
Equity options	281			Option model	Equity volatility	10%	31%	Increase
Customized swaps	238			Discounted  cash flows	Equity volatility	10%	50%	Increase
U.S. macro hedge program
Equity options	286			Option model	Equity volatility	24%	43%	Increase
International hedging program
Equity options	44			Option model	Equity volatility	22%	33%	Increase
Long interest rate	(119		)	Option model	Interest rate volatility	—%	1%	Increase

[1] Conversely, the impact of a decrease in input would have the opposite impact to the fair value as that presented in the table. Changes are based on long positions, unless otherwise noted. Changes in fair value will be inversely impacted for short positions.

3. Fair Value Measurements (continued)

Securities and derivatives for which the Company bases fair value on broker quotations predominately include ABS, CDOs, corporate, fixed maturities, FVO and certain credit derivatives. Due to the lack of transparency in the process brokers use to develop prices for these investments, the Company does not have access to the significant unobservable inputs brokers use to price these securities and derivatives. The Company believes however, the types of inputs brokers may use would likely be similar to those used to price securities and derivatives for which inputs are available to the Company, and therefore may include, but not be limited to, loss severity rates, constant prepayment rates, constant default rates and counterparty credit spreads. Therefore, similar to non broker priced securities and derivatives, generally, increases in these inputs would cause fair values to decrease. For the three months ended, September 30, 2013, no significant adjustments were made by the Company to broker prices received.

As of September 30, 2013 and December 31, 2012, excluded from the tables above are limited partnerships and other alternative investments which total $161 and $150, respectively, of level 3 assets measured at fair value. The predominant valuation method uses a NAV calculated on a monthly basis and represents funds where the Company does not have the ability to redeem the investment in the near-term at that NAV, including an assessment of the investee's liquidity.

Product Derivatives

The Company reinsures certain in-force variable annuity products with GMWB riders in the U.S., and GMWBs in the U.K. The Company has also assumed, through reinsurance from Hartford Life Insurance KK (“HLIKK”), a Japanese affiliate of the Company, guaranteed minimum income benefit (‘GMIB”), GMWB and guaranteed minimum accumulation benefit (“GMAB”) riders. The Company has subsequently ceded certain GMWB rider liabilities and the assumed reinsurance from HLIKK to an affiliated captive reinsurer. The GMWB represents an embedded derivative in the variable annuity contract. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host for measurement purposes. The embedded derivative, which is reported with the host instrument in the Condensed Consolidated Balance Sheets, is carried at fair value with changes in fair value reported in net realized capital gains and losses. The Company’s GMWB liability is carried at fair value and reported in other policyholder funds.

In valuing the embedded derivative, at contract initiation the Company attributed to the derivative a portion of the fees collected from the contract holder equal to the present value of future GMWB claims (the “Attributed Fees”). All changes in the fair value of the embedded derivative are recorded in net realized capital gains and losses. The excess of fees collected from the contract holder over the Attributed Fees are associated with the host variable annuity contract reported in fee income.

The reinsurance assumed on the HLIKK GMIB, GMWB, and GMAB and ceded to an affiliated captive reinsurer meets the characteristics of a free-standing derivative instrument. As a result, the derivative asset or liability is recorded at fair value with changes in the fair value reported in net realized capital gains and losses.

Living Benefits Required to be Fair Valued (in Other Policyholder Funds and Benefits Payable)

Living benefits required to be fair valued include U.S guaranteed withdrawal benefits, international guaranteed withdrawal benefits and international other guaranteed living benefits. Fair values for GMWB and GMAB contracts are calculated using the income approach based upon internally developed models because active, observable markets do not exist for those items. The fair value of the Company’s guaranteed benefit liabilities, classified as embedded derivatives, and the related reinsurance and customized freestanding derivatives is calculated as an aggregation of the following components: Best Estimate Claims Costs calculated based on actuarial and capital market assumptions related to projected cash flows over the lives of the contracts; Credit Standing Adjustment; and Margins representing an amount that market participants would require for the risk that the Company’s assumptions about policyholder behavior could differ from actual experience. The resulting aggregation is reconciled or calibrated, if necessary, to market information that is, or may be, available to the Company, but may not be observable by other market participants, including reinsurance discussions and transactions. The Company believes the aggregation of these components, as necessary and as reconciled or calibrated to the market information available to the Company, results in an amount that the Company would be required to transfer or receive, for an asset, to or from market participants in an active liquid market, if one existed, for those market participants to assume the risks associated with the guaranteed minimum benefits and the related reinsurance and customized derivatives. The fair value is likely to materially diverge from the ultimate settlement of the liability as the Company believes settlement will be based on our best estimate assumptions rather than those best estimate assumptions plus risk margins. In the absence of any transfer of the guaranteed benefit liability to a third party, the release of risk margins is likely to be reflected as realized gains in future periods’ net income. Each component described below is unobservable in the marketplace and requires subjectivity by the Company in determining their value.

Oversight of the Company’s valuation policies and processes for product and U.S. GMWB reinsurance derivatives is performed by a multidisciplinary group comprised of finance, actuarial and risk management professionals. This multidisciplinary group reviews and approves changes and enhancements to the Company’s valuation model as well as associated controls.

3. Fair Value Measurements (continued)

Best Estimate Claims Costs

The Best Estimate Claims Costs is calculated based on actuarial and capital market assumptions related to projected cash flows, including the present value of benefits and related contract charges, over the lives of the contracts, incorporating expectations concerning policyholder behavior such as lapses, fund selection, resets and withdrawal utilization (for the customized derivatives, policyholder behavior is prescribed in the derivative contract). Because of the dynamic and complex nature of these cash flows, best estimate assumptions and a Monte Carlo stochastic process involving the generation of thousands of scenarios that assume risk neutral returns consistent with swap rates and a blend of observable implied index volatility levels were used. Estimating these cash flows involves numerous estimates and subjective judgments including those regarding expected markets rates of return, market volatility, correlations of market index returns to funds, fund performance, discount rates and various actuarial assumptions for policyholder behavior which emerge over time.

At each valuation date, the Company assumes expected returns based on:

• risk-free rates as represented by the Eurodollar futures, LIBOR deposits and swap rates to derive forward curve rates;

• market implied volatility assumptions for each underlying index based primarily on a blend of observed market “implied volatility” data;

• correlations of historical returns across underlying well known market indices based on actual observed returns over the ten years preceding the valuation date; and

• three years of history for fund regression.

As many guaranteed benefit obligations are relatively new in the marketplace, actual policyholder behavior experience is limited. As a result, estimates of future policyholder behavior are subjective and based on analogous internal and external data. As markets change, mature and evolve and actual policyholder behavior emerges, management continually evaluates the appropriateness of its assumptions for this component of the fair value model.

On a daily basis, the Company updates capital market assumptions used in the GMWB liability model such as interest rates, equity indices and the blend of implied equity index volatilities. The Company monitors various aspects of policyholder behavior and may modify certain of its assumptions, including living benefit lapses and withdrawal rates, if credible emerging data indicates that changes are warranted. In addition, the Company will continue to evaluate policyholder behavior assumptions as we implemented initiatives to reduce the size of the variable annuity business. At a minimum, all policyholder behavior assumptions are reviewed and updated, as appropriate, in conjunction with the completion of the Company’s comprehensive study to refine its estimate of future gross profits during the third quarter of each year.

Credit Standing Adjustment

This assumption makes an adjustment that market participants would make, in determining fair value, to reflect the risk that guaranteed benefit obligations or the GMWB reinsurance recoverables will not be fulfilled (“nonperformance risk”). The Company incorporates a blend of observable Company and reinsurer credit default spreads from capital markets, adjusted for market recoverability. Prior to the first quarter of 2009, the Company calculated the Credit Standing Adjustment by using default rates published by rating agencies, adjusted for market recoverability. For the three and nine months ended September 30, 2013, the credit standing adjustment assumption, net of reinsurance and exclusive of the impact of the credit standing adjustment on other market sensitivities, resulted in pre-tax realized gains/(losses) of $215 and $430, respectively. For the three and nine months ended September 30, 2012, the the credit standing adjustment assumption, net of reinsurance and exclusive of the impact of the credit standing adjustment on other market sensitivities, resulted in pre-tax realized gains/(losses) of $192 and $398, respectively.

Margins

The behavior risk margin adds a margin that market participants would require for the risk that the Company’s assumptions about policyholder behavior could differ from actual experience. The behavior risk margin is calculated by taking the difference between adverse policyholder behavior assumptions and best estimate assumptions.

Assumption updates, including policyholder behavior assumptions, affected best estimates and margins for total pre-tax realized gains of $40 and $84 for the three and nine months ended September 30, 2013 and 2012. As of September 30, 2013 and December 31, 2012 the behavior risk margin was$40and $77, respectively.

In addition to the non-market-based updates described above, the Company recognized non-market-based updates driven by the relative outperformance (underperformance) of the underlying actively managed funds as compared to their respective indices resulting in before-tax realized gains/(losses) of approximately $9 and $11 for the three and nine months ended September 30, 2013, respectively, and $7 and $9 for the three and nine months ended September 30, 2012.

3. Fair Value Measurements (continued)

Significant unobservable inputs used in the fair value measurement of living benefits required to be fair valued and the U.S. GMWB reinsurance derivative are withdrawal utilization and withdrawal rates, lapse rates, reset elections and equity volatility. The following table provides quantitative information about the significant unobservable inputs and is applicable to all of the Living Benefits Required to be Fair Valued and the reinsurance recoverable for U.S. GMWB and Japan GMWB, GMIB and GMAB. Significant increases in any of the significant unobservable inputs, in isolation, will generally have an increase or decrease correlation with the fair value measurement, as shown in the following table.

	Unobservable Inputs
Significant Unobservable Input	Minimum	Maximum	Impact of Increase in  Input on Fair Value Measurement [1]
Withdrawal Utilization[2]	20%	100%	Increase
Withdrawal Rates [2]	—%	8%	Increase
Annuitization utilization [3]	—%	100%	Increase
Lapse Rates [4]	—%	75%	Decrease
Reset Elections [5]	20%	75%	Increase
Equity Volatility [6]	10%	50%	Increase

[1] Conversely, the impact of a decrease in input would have the opposite impact to the fair value as that presented in the table.

[2] Ranges represent assumed cumulative percentages of policyholders taking withdrawals and the annual amounts withdrawn.

[3] For reinsurance associated with Japan GMIB, range represents assumed cumulative percentages of policyholders annuitizing variable annuity contracts.

[4] Range represents assumed annual percentages of full surrender of the underlying variable annuity contracts across all policy durations for in force business.

[5] Range represents assumed cumulative percentages of policyholders that would elect to reset their guaranteed benefit base.

[6] Range represents implied market volatilities for equity indices based on multiple pricing sources.

Generally a change in withdrawal utilization assumptions would be accompanied by a directionally opposite change in lapse rate assumptions, as the behavior of policyholders that utilize GMWB or GMAB riders is typically different from policyholders that do not utilize these riders.

Separate Account Assets

Separate account assets are primarily invested in mutual funds. Other separate account assets include fixed maturities, limited partnerships, equity securities, short-term investments and derivatives that are valued in the same manner, and using the same pricing sources and inputs, as those investments held by the Company. Separate account assets classified as Level 3 primarily include limited partnerships in which fair value represents the separate account’s share of the fair value of the equity in the investment (“net asset value”) and are classified in level 3 based on the Company’s ability to redeem its investment.

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

The tables below provide a fair value roll forward for the three months ended September 30, 2013, for Level 3 financial instruments.

	Fixed Maturities, AFS																								Fixed Maturities, FVO
Assets	ABS			CDOs			CMBS			Corporate			Foreign govt./govt. agencies			Municipal			RMBS			Total Fixed Maturities, AFS
Fair value as of June 30, 2013	$	169		$	629		$	485		$	813		$	44		$	109		$	971		$	3,220		$	197
Total realized/unrealized gains (losses)
Included in net income [1], [2]	—			—			(9		)	(2		)	—			—			(2		)	(13		)	(1		)
Included in OCI [3]	1			3			33			5			—			(1		)	(3		)	38			—
Purchases	5			4			17			23			3			—			29			81			3
Settlements	(1		)	(50		)	(20		)	(2		)	(1		)	—			(36		)	(110		)	—
Sales	—			—			(28		)	(3		)	—			—			(39		)	(70		)	(1		)
Transfers into Level 3 [4]	—			—			5			26			—			—			—			31			—
Transfers out of Level 3 [4]	(1		)	(29		)	(13		)	(19		)	—			—			—			(62		)	(2		)
Fair value as of September 30, 2013	$	173		$	557		$	470		$	841		$	46		$	108		$	920		$	3,115		$	196
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	—		$	—		$	(4	)	$	(2	)	$	—		$	—		$	(4	)	$	(10	)	$	(1	)

3. Fair Value Measurements (continued)

				Freestanding Derivatives [5]
Assets (Liabilities)	Equity Securities, AFS			Credit		Equity			Interest Rate			U.S. GMWB Hedging			U.S. Macro Hedge Program			Intl. Program Hedging			Other derivative contracts			Total Free- Standing Derivatives [5]
Fair value as of June 30, 2013	$	62		$	3	$	25		$	(51	)	$	329		$	209		$	(116	)	$	(20	)	$	379
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(4		)	—		(6		)	1			(109		)	(39		)	(65		)	—			(218		)
Included in OCI [3]	—			—		—			—			—			—			—			—			—
Purchases	—			—		1			—			—			11			(4		)	—			8
Settlements	—			—		—			—			(1		)	—			42			—			41
Sales	—			—		—			—			—			—			—			—			—
Transfers into Level 3 [4]	—			—		—			—			—			—			—			—			—
Transfers out of Level 3 [4]	—			—		—			24			—			—			(28		)	20			16
Fair value as of September 30, 2013	$	58		$	3	$	20		$	(26	)	$	219		$	181		$	(171	)	$	—		$	226
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	(4	)	$	—	$	(5	)	$	1		$	(111	)	$	(39	)	$	(47	)	$	—		$	(201	)

Assets	Limited Partnerships and Other Alternative Investments			Reinsurance Recoverable for U.S. GMWB and Japan GMWB, GMIB,  and GMAB [6]			Assets held for Sale			Separate Accounts
Fair value as of June 30, 2013	$	174		$	225		$	5		$	820
Transfers to assets held for sale	—			—			—			—
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(10		)	(405		)	5			(9		)
Included in OCI [3]	—			6			—			—
Purchases	17			—			—			(19		)
Settlements	—			77			(2		)	—
Sales	—			—			—			(35		)
Transfers into Level 3 [4]	—			—			—			35
Transfers out of Level 3 [4]	(20		)	—			—			(57		)
Fair value as of September 30, 2013	$	161		$	(97	)	$	8		$	735
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	(10	)	$	(405	)	$	5		$	3

	Other Policyholder Funds and Benefits Payable
Liabilities	Guaranteed Living Benefits [7]			Equity Linked Notes			Total Other Policyholder Funds and Benefits Payable			Liabilities Held for Sale			Consumer Notes
Fair value as of June 30, 2013	$	(1,676	)	$	(12	)	$	(1,688	)	$	(28	)	$	(1	)
Transfers to liabilities held for sale	—			—			—			—			—
Total realized/unrealized gains (losses)
Included in net income [1], [2]	677			(1		)	676			—			—
Included in OCI [3]	(9		)	—			(9		)	(2		)	—
Settlements	(45		)	—			(45		)	(1		)	—
Fair value as of September 30, 2013	$	(1,053	)	$	(13	)	$	(1,066	)	$	(31	)	$	(1	)
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	677		$	(1	)	$	676		$	—		$	—

3. Fair Value Measurements (continued)

The tables below provide a fair value roll forward for the nine months ended September 30, 2013, for Level 3 financial instruments.

	Fixed Maturities, AFS																								Fixed Maturities, FVO
Assets	ABS			CDOs			CMBS			Corporate			Foreign govt./govt. agencies			Municipal			RMBS			Total Fixed Maturities, AFS
Fair value as of January 1, 2013	$	238		$	723		$	532		$	1,340		$	34		$	169		$	1,133		$	4,169		$	199
Total realized/unrealized gains (losses)
Included in net income [1], [2]	—			(11		)	(11		)	12			1			—			27			18			8
Included in OCI [3]	16			101			66			(18		)	(5		)	(10		)	34			184			—
Purchases	21			30			30			68			27			—			61			237			12
Settlements	(5		)	(85		)	(65		)	(65		)	(3		)	—			(104		)	(327		)	(1		)
Sales	(83		)	(195		)	(97		)	(300		)	(6		)	(51		)	(231		)	(963		)	(22		)
Transfers into Level 3 [4]	—			23			35			85			—			—			—			143			3
Transfers out of Level 3 [4]	(14		)	(29		)	(20		)	(281		)	(2		)	—			—			(346		)	(3		)
Fair value as of September 30, 2013	$	173		$	557		$	470		$	841		$	46		$	108		$	920		$	3,115		$	196
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	(4	)	$	—		$	(5	)	$	(4	)	$	—		$	—		$	(5	)	$	(18	)	$	28

				Freestanding Derivatives [5]
Assets (Liabilities)	Equity Securities, AFS			Credit			Equity			Interest Rate			U.S. GMWB Hedging			U.S. Macro Hedge Program			Intl. Program Hedging			Other derivative contracts			Total Free- Standing Derivatives [5]
Fair value as of January 1, 2013	$	55		$	4		$	45		$	(57	)	$	519		$	286		$	(75	)	$	—		$	722
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(8		)	—			(23		)	5			(299		)	(139		)	(149		)	—			(605		)
Included in OCI [3]	6																					—
Purchases	7			—			1			—			—			34			(29		)	—			6
Settlements	—			(1		)	(3		)	—			(1		)	—			54			—			49
Sales	(2		)	—			—			—			—			—			—						—
Transfers into Level 3 [4]	—			—			—			—			—			—			—			(20		)	(20		)
Transfers out of Level 3 [4]	—			—			—			26			—			—			28			20			74
Fair value as of September 30, 2013	$	58		$	3		$	20		$	(26	)	$	219		$	181		$	(171	)	$	—		$	226
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	(7	)	$	—		$	(21	)	$	—		$	(296	)	$	(136	)	$	(75	)	$	—		$	(528	)

3. Fair Value Measurements (continued)

Assets	Limited Partnerships and Other Alternative Investments			Reinsurance Recoverable for U.S. GMWB and Japan GMWB, GMIB,  and GMAB [6]			Assets held for Sale			Separate Accounts
Fair value as of January 1, 2013	$	150		$	1,081		$	—		$	583
Transfers to assets held for sale	—			(12		)	12			—
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(8		)	(1,241		)	3			7
Included in OCI [3]	—			(164		)	—			—
Purchases	59			—			—			240
Settlements	—			239			(7		)	(1		)
Sales	(9		)	—						(66		)
Transfers into Level 3 [4]	—			—			—			39
Transfers out of Level 3 [4]	(31		)	—			—			(67		)
Fair value as of September 30, 2013	$	161		$	(97	)	$	8		$	735
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	(8	)	$	(1,241	)	$	3		$	15

	Other Policyholder Funds and Benefits Payable
Liabilities	Guaranteed Living Benefits [7]			Equity Linked Notes			Total Other Policyholder Funds and Benefits Payable			Liabilities Held for Sale			Consumer Notes
Fair value as of January 1, 2013	$	(3,119	)	$	(8	)	$	(3,127	)	$	—		$	(2	)
Transfers to liabilities held for sale	43			—			43			(43		)	—
Total realized/unrealized gains (losses)
Included in net income [1], [2]	1,936			(5		)	1,931			14			1
Included in OCI [3]	197			—			197			1			—
Settlements [8]	(110		)	—			(110		)	(3		)	—
Fair value as of September 30, 2013	$	(1,053	)	$	(13	)	$	(1,066	)	$	(31	)	$	(1	)
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2013 [2] [7]	$	1,936		$	(5	)	$	1,931		$	14		$	1

The tables below provide a fair value roll forward for the three months ended September 30, 2012, for Level 3 financial instruments.

	Fixed Maturities, AFS
Assets	ABS			CDOs			CMBS			Corporate			Foreign govt./govt. agencies			Municipal			RMBS			Total Fixed Maturities, AFS			Fixed Maturities, FVO
Fair value as of June 30, 2012	$	269		$	685		$	610		$	1,221		$	42		$	506		$	1,035		$	4,368		$	482
Total realized/unrealized gains (losses)
Included in net income [1], [2]	1			(6		)	(7		)	(5		)	—			(4		)	(17		)	(38		)	32
Included in OCI [3]	8			37			17			(29		)	—			13			145			191			—
Purchases	6			—			7			15			2			—			41			71			—
Settlements	(4		)	(6		)	(22		)	(1		)	(1		)	—			(33		)	(67		)	—
Sales	(9		)	—			(74		)	(6		)	(10		)	(22		)	(53		)	(174		)	—
Transfers into Level 3 [4]	9			—			11			179			—			—			2			201			—
Transfers out of Level 3 [4]	(12		)	—			—			(28		)	—			(303		)	(23		)	(366		)	—
Fair value as of September 30, 2012	$	268		$	710		$	542		$	1,346		$	33		$	190		$	1,097		$	4,186		$	514
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	1		$	(6	)	$	(7	)	$	(4	)	$	—		$	(4	)	$	(17	)	$	(37	)	$	32

3. Fair Value Measurements (continued)

				Freestanding Derivatives [5]
Assets (Liabilities)	Equity Securities, AFS			Credit			Equity			Interest Rate			U.S. GMWB Hedging			U.S. Macro Hedge Program			Intl. Program Hedging			Total Free- Standing Derivatives [5]
Fair value as of June 30, 2012	$	57		$	(388	)	$	43		$	(91	)	$	756		$	180		$	(55	)	$	445
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(2		)	49			(12		)	1			(159		)	(98		)	(79		)	(298		)
Included in OCI [3]	—			—			—			—			—			—			—			—
Purchases	2			—			24			1			19			—			15			59
Settlements	—			59			—			—			—			—			17			76
Sales	(1		)	—			—			—			—			—			—			—
Transfers out of Level 3 [4]	—			—			—			31			—			—			—			31
Fair value as of September 30, 2012	$	56		$	(280	)	$	55		$	(58	)	$	616		$	82		$	(102	)	$	313
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	(2	)	$	25		$	(10	)	$	1		$	(159	)	$	(98	)	$	(51	)	$	(292	)

Assets	Reinsurance Recoverable for U.S. GMWB and Japan GMWB, GMIB,  and GMAB [6]			Separate Accounts
Fair value as of June 30, 2012	$	2,662		$	1,335
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(916		)	(2		)
Included in OCI [3]	67			—
Purchases	—			97
Settlements	98			—
Sales	—			(41		)
Transfers into Level 3 [4]	—			(3		)
Transfers out of Level 3 [4]	—			(7		)
Fair value as of September 30, 2012	$	1,911		$	1,379
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	(916	)	$	8

	Other Policyholder Funds and Benefits Payable [1]
Liabilities	Guaranteed Living Benefits [7]			Equity Linked Notes			Total Other Policyholder Funds and Benefits Payable			Other Liabilities			Consumer Notes
Fair value as of June 30, 2012	$	(5,143	)	$	(10	)	$	(5,153	)	$	(29	)	$	(4	)
Total realized/unrealized gains (losses)
Included in net income [1], [2]	1,176			—			1,176			(14		)	2
Included in OCI [3]	(76		)	—			(76		)	—			—
Settlements	(65		)	—			(65		)	—			—
Fair value as of September 30, 2012	$	(4,108	)	$	(10	)	$	(4,118	)	$	(43	)	$	(2	)
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	1,176		$	—		$	1,176		$	(14	)	$	2

3. Fair Value Measurements (continued)

The tables below provide a fair value roll forward for the nine months ended September 30, 2012, for Level 3 financial instruments.

	Fixed Maturities, AFS
Assets	ABS			CDOs			CMBS			Corporate			Foreign govt./govt. agencies			Municipal			RMBS			Total Fixed Maturities, AFS			Fixed Maturities, FVO
Fair value as of January 1, 2012	$	317		$	328		$	348		$	1,497		$	37		$	382		$	933		$	3,842		$	484
Total realized/unrealized gains (losses)
Included in net income [1], [2]	—			(8		)	(30		)	(8		)	—			(4		)	(6		)	(56		)	53
Included in OCI [3]	39			98			57			(44		)	1			31			193			375			—
Purchases	18			—			18			141			8			174			253			612			—
Settlements	(40		)	(24		)	(66		)	(39		)	(3		)	—			(92		)	(264		)	—
Sales	(21		)	(1		)	(108		)	(39		)	(10		)	(82		)	(163		)	(424		)	(23		)
Transfers into Level 3 [4]	9			317			398			438			—			—			2			1,164			—
Transfers out of Level 3 [4]	(54		)	—			(75		)	(600		)	—			(311		)	(23		)	(1,063		)	—
Fair value as of September 30, 2012	$	268		$	710		$	542		$	1,346		$	33		$	190		$	1,097		$	4,186		$	514
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	(1	)	$	(8	)	$	(3	)	$	(4	)	$	—		$	(4	)	$	1		$	(19	)	$	61

				Freestanding Derivatives [5]
Assets (Liabilities)	Equity Securities, AFS			Credit			Equity			Interest Rate			U.S. GMWB Hedging			U.S. Macro Hedge Program			Intl. Program Hedging			Total Free- Standing Derivatives [5]
Fair value as of January 1, 2012	$	56		$	(489	)	$	36		$	(91	)	$	883		$	357		$	(35	)	$	661
Total realized/unrealized gains (losses)
Included in net income [1], [2]	2			153			(24		)	1			(332		)	(275		)	(64		)	(541		)
Included in OCI [3]	(2		)	—			—			—			—			—			—			—
Purchases	10			—			59			1			42			—			(64		)	38
Settlements	—			56			(16		)	—			—			—			53			93
Sales	(10		)	—			—			—			—			—			—			—
Transfers out of Level 3 [4]	—			—			—			31			23			—			8			62
Fair value as of September 30, 2012	$	56		$	(280	)	$	55		$	(58	)	$	616		$	82		$	(102	)	$	313
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	2		$	122		$	(11	)	$	1		$	(332	)	$	(274	)	$	(37	)	$	(531	)

3. Fair Value Measurements (continued)

Assets	Reinsurance Recoverable for U.S. GMWB and Japan GMWB, GMIB,  and GMAB [6]			Separate Accounts
Fair value as of January 1, 2012	$	3,073		$	1,031
Total realized/unrealized gains (losses)
Included in net income [1], [2]	(1,429		)	31
Included in OCI [3]	(23		)	—
Purchases	—			336
Settlements	290			(1		)
Sales	—			(442		)
Transfers into Level 3 [4]	—			451
Transfers out of Level 3 [4]	—			(27		)
Fair value as of September 30, 2012	$	1,911		$	1,379
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	(1,429	)	$	18

	Other Policyholder Funds and Benefits Payable [1]
Liabilities	Guaranteed Living Benefits [7]			Equity Linked Notes			Total Other Policyholder Funds and Benefits Payable			Other Liabilities			Consumer Notes
Fair value as of January 1, 2012	$	(5,776	)	$	(9	)	$	(5,785	)	$	(9	)	$	(4	)
Total realized/unrealized gains (losses)
Included in net income [1], [2]	1,847			(1		)	1,846			(34		)	2
Included in OCI [3]	26			—			26			—			—
Settlements	(205		)	—			(205		)	—			—
Fair value as of September 30, 2012	$	(4,108	)	$	(10	)	$	(4,118	)	$	(43	)	$	(2	)
Changes in unrealized gains (losses) included in net income related to financial instruments still held at September 30, 2012 [2] [7]	$	1,847		$	(1	)	$	1,846		$	(34	)	$	2

[1] The Company classifies gains and losses on GMWB reinsurance derivatives and Guaranteed Living Benefit embedded derivatives as unrealized gains (losses) for purposes of disclosure in this table because it is impracticable to track on a contract-by-contract basis the realized gains (losses) for these derivatives and embedded derivatives.

[2] All amounts in these rows are reported in net realized capital gains (losses). The realized/unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on net income for the Company. All amounts are before income taxes and amortization of DAC.

[3] All amounts are before income taxes and amortization of DAC.

[4] Transfers in and/or (out) of Level 3 are primarily attributable to the availability of market observable information and the re-evaluation of the observability of pricing inputs.

[5] Derivative instruments are reported in this table on a net basis for asset/(liability) positions and reported in the Condensed Consolidated Balance Sheet in other investments and other liabilities.

[6] Includes fair value of reinsurance recoverables of approximately $148 and $1.7 billion as of September 30, 2013 and 2012, respectively, related to a transaction entered into with an affiliated captive reinsurer. See Note 11 - Transactions with Affiliates of Notes to Condensed Consolidated Financial Statements for more information.

[7] Includes both market and non-market impacts in deriving realized and unrealized gains (losses).

3. Fair Value Measurements (continued)

Fair Value Option

The Company holds fair value option investments that contain an embedded credit derivative with underlying credit risk primarily related to corporate bonds and commercial real estate. Also included are foreign government securities that align with the accounting for yen-based fixed annuity liabilities, which are adjusted for changes in spot rates through realized gains and losses. Similar to other fixed maturities, income earned from FVO securities is recorded in net investment income and changes in fair value are recorded in net realized capital gains and losses.

The Company elected the fair value option for consolidated VIE investment funds that were established in 2012. The Company elected the fair value option in order to report investments of consolidated investment companies at fair value with changes in the fair value of these securities recognized in net realized capital gains and losses, which is consistent with accounting requirements for investment companies. The investment funds hold fixed income securities and the Company has management and control of the funds as well as a significant ownership interest.

The following table presents the changes in fair value of those assets and liabilities accounted for using the fair value option reported in net realized capital gains and losses in the Company's Condensed Consolidated Statements of Operations.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2013		2012			2013			2012
Assets
Fixed maturities, FVO
Corporate	$	1	$	6		$	(12	)	$	6
CRE CDOs	—		18			3			27
Foreign government	8		13			(77		)	(16		)
Other liabilities
Credit-linked notes	—		(14		)	—			(34		)
Total realized capital gains (losses)	$	9	$	23		$	(86	)	$	(17	)

The following table presents the fair value of assets and liabilities accounted for using the fair value option included in the Company's Condensed Consolidated Balance Sheets.

	As of
	September 30, 2013		December 31, 2012
Assets
Fixed maturities, FVO
ABS	$	3	$	—
Corporate	79		108
CDO	186		193
CMBS	8		4
Foreign government	650		699
Municipals	1		1
RMBS	5		3
U.S. Government	17		2
Total fixed maturities, FVO	$	949	$	1,010

3. Fair Value Measurements (continued)

Financial Instruments Not Carried at Fair Value

The following presents carrying amounts and fair values of the Company's financial instruments not carried at fair value, and not included in the above fair value discussion as of September 30, 2013 and December 31, 2012 were as follows:

	September 30, 2013			December 31, 2012
	Fair Value Hierarchy Level	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Assets
Policy loans	Level 3	1,410	1,478	1,951	2,112
Mortgage loans	Level 3	3,552	3,591	4,935	5,109
Liabilities
Other policyholder funds and benefits payable [1]	Level 3	9,224	9,433	9,318	9,668
Consumer notes [2]	Level 3	81	82	159	159

[1] Excludes group accident and health and universal life insurance contracts, including corporate owned life insurance.

[2] Excludes amounts carried at fair value and included in disclosures above.

The Company has not made any changes in its valuation methodologies for the following assets and liabilities since December 31, 2012.

• Fair value for policy loans and consumer notes were estimated using discounted cash flow calculations using current interest ratesadjusted for estimated loan duration.

• Fair values for mortgage loans were estimated using discounted cash flow calculations based on current lending rates for similar type loans. Current lending rates reflect changes in credit spreads and the remaining terms of the loans.

• Other policyholder funds and benefits payable, not carried at fair value, is determined by estimating future cash flows, discounted at the current market rate.