UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One) FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2014
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from         to

Commission File Number 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 incorporation or organization)	(I.R.S. Employer Identification No.)
1290 Avenue of the Americas, New York, New York	10104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 554-1234

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

Title of each class	Name of each exchange on which registered
None	None

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ¨    No  x

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those sections.

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 definitions of “large accelerated filer,” 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

No voting or non-voting common equity of the registrant is held by non-affiliates of the registrant as of June 30, 2014.

As of March 10, 2015, 2,000,000 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of AllianceBernstein L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 are incorporated by reference into Part I hereof.

TABLE OF CONTENTS

Part I		Page
Item 1.	Business	1-1
	General	1-1
	Segment Information	1-1
	Employees	1-10
	Competition	1-10
	Regulation	1-11
	Parent Company	1-20
Item 1A.	Risk Factors	1A-1
Item 1B.	Unresolved Staff Comments	1B-1
Item 2.	Properties	2-1
Item 3.	Legal Proceedings	3-1
Item 4.	Mine Safety Disclosures	4-1
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5-1
Item 6.	Selected Financial Data	6-1
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7-1
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7A-1
Item 8.	Financial Statements and Supplementary Data	FS-1
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	9-1
Item 9A	Controls and Procedures	9A-1
Item 9B.	Other Information	9B-1
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	10-1
Item 11.	Executive Compensation	11-1
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12-1
Item 13.	Certain Relationships and Related Transactions, and Director Independence	13-1
Item 14.	Principal Accountant Fees and Services	14-1
Part IV
Item 15.	Exhibits, Financial Statement Schedules	15-1
Signatures		S-1
Index to Exhibits		E-1

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FORWARD-LOOKING STATEMENTS

Certain of the statements included or incorporated by reference in this Annual Report on Form 10-K, 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 elsewhere herein for discussion of certain risks relating to its businesses.

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Part I, Item 1.

BUSINESS¹

GENERAL

AXA Equitable, established in the State of New York in 1859, is among the largest life insurance companies in the United States. We are part of a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management products and services. Together with our subsidiaries, including AB, we are a leading asset manager, with total assets under management of approximately $572.7 billion at December 31, 2014, of which approximately $474.0 billion were managed by AB. We are an indirect, wholly-owned subsidiary of AXA Financial, which is an indirect, wholly-owned subsidiary of AXA. For additional information regarding AXA, see “Business - Parent Company.”

SEGMENT INFORMATION

We conduct our operations in two business segments, the Insurance segment and the Investment Management segment.

Insurance.     The insurance business conducted principally by AXA Equitable and its subsidiaries, is reported in the Insurance Segment. We seek to be a recognized leader for providing solutions to our clients. Our strategy is to develop an expansive and diversified product portfolio that serves the needs of existing and new markets, build distribution to effectively deliver these products to a wide array of clients, and effectively manage our in-force business.

In order to execute on our strategy, over the course of the next several years, we will pursue the following:

• Grow the value of our business by investing in new business lines and in-force initiatives across products, markets, and distribution models.

• Create customer experiences that align the interests, needs and preferences of our customers, employees and partners.

• Leverage the opportunities afforded by new technologies and data analytics to better understand risk, pricing and customer insights.

• Create processes and a more agile, innovative and inclusive culture to improve efficiency, competitiveness, and the ease of doing business with us.

In 2014, in furtherance of our strategy, AXA Financial rolled out a branding initiative intended to help AXA Financial Group companies enhance their brand identity in the marketplace by using the name “AXA” as the single brand for AXA Financial’s advice, retirement and life insurance lines of business. AXA Financial believes that simplifying its brand in the U.S. marketplace will emphasize its strategic transformation in the U.S., enhance its prominence in the U.S. life insurance marketplace and enable a more seamless global brand. We further believe that the AXA brand is a more digitally friendly brand name allowing customers an easier way to find us, connect with us and do business with us.

¹ As used in this Form 10-K, the terms “AXA Equitable”, “we”, “our” and/or “us” refers to AXA Equitable Life Insurance Company, a New York stock life insurance corporation, “AXA Financial” refers to AXA Financial, Inc., a Delaware corporation incorporated in 1991, “AXA Financial Group” refers to AXA Financial and its consolidated subsidiaries, and the “Company” refers to AXA Equitable and its consolidated subsidiaries. The term “AXA Distributors” refers to our subsidiary, AXA Distributors, LLC, “AXA Advisors” refers to our affiliate, AXA Advisors, LLC, a Delaware limited liability company, “AXA Network” refers to our affiliate, AXA Network, LLC, a Delaware limited liability company and its subsidiary, and “AXA Equitable FMG” refers to our subsidiary, AXA Equitable Funds Management Group, LLC, a Delaware limited liability company. The terms “AB” and/or “AllianceBernstein” refer to AllianceBernstein L.P., a Delaware limited partnership, and its subsidiaries and “AB Holding” and/or “AllianceBernstein Holding” refer to AllianceBernstein Holding L.P., a Delaware limited partnership. The term “MONY America” refers to our affiliate, MONY Life Insurance Company of America, an Arizona life insurance corporation and wholly-owned subsidiary of AXA Financial. The term “AXA” refers to AXA S.A., a société anonyme organized under the laws of France. The term “General Account” refers to the assets held in the general account of AXA Equitable and all of the investment assets held in certain of AXA Equitable’s separate accounts on which AXA Equitable bears the investment risk. The term “Separate Accounts” refers to the separate account investment assets of AXA Equitable excluding the assets held in those separate accounts on which AXA Equitable bears the investment risk. The term “General Account Investment Assets” refers to assets held in the General Account (which includes the Closed Block described below).

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Also, we recently announced our plans to enter the group employee benefits business during the second half of 2015. We expect to offer a suite of benefit products including group life insurance, dental and vision, short- and long-term disability, gap medical and hospital indemnity and critical illness to small and medium-size businesses.

Investment Management.     The Investment Management segment is principally comprised of the investment management business of AB, a leading global investment management firm. For additional information about AB, see AB’s Annual Report on Form 10-K for the year-ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2015 (the “AB 10-K”), the AB Risk Factors in Exhibit 13.1 hereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

At December 31, 2014, our economic interest in AB was 32.2%. At December 31, 2014, AXA and its subsidiaries’ economic interest in AB was approximately 62.7%.

For additional information on business segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results Of Continuing Operations By Segment” and Note 19 of Notes to Consolidated Financial Statements.

Insurance

General

We offer a variety of term, variable and universal life insurance products and variable and fixed-interest annuity products, investment products including mutual funds, asset management and other services principally to individuals, small and medium-size businesses and professional and trade associations. Variable annuity and variable life insurance products continue to account for a significant portion of our sales. Variable annuity and variable life insurance products offer policyholders the opportunity to invest some or all of their account values in various Separate Account investment options. The growth of Separate Account assets under management remains a strategic objective, as we seek to increase fee-based revenues derived from managing funds for our clients.

As part of AXA Financial’s ongoing efforts to efficiently manage capital amongst its insurance subsidiaries, improve the quality of the product line-up of its insurance subsidiaries and enhance the overall profitability of AXA Financial Group, most sales of indexed life insurance to policyholders located outside of New York are being issued through MONY America, another life insurance subsidiary of AXA Financial, instead of AXA Equitable. We expect that AXA Financial will continue to issue newly developed life insurance products to policyholders located outside of New York through MONY America instead of AXA Equitable. Since future decisions regarding product development depend on factors and considerations not yet known, management is unable to predict the extent to which additional products will be offered through MONY America or what the impact to AXA Equitable will be. For additional information, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Continuing Operations by Segment – Insurance.”

Products

Over the past several years, we have modified our product portfolio with the objective of offering a balanced and diversified product portfolio that takes into account the macroeconomic environment, 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 our sales. For additional information, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Life Insurance Products.     We offer a broad range of life insurance products and services, which are aimed at serving the financial needs of our customers throughout their lives. Our primary life insurance product offerings include:

Term Life.     Term life is a simple form of life insurance. Term life products provide a guaranteed benefit upon the death of the insured for a specific time period (the term) in return for the periodic payment of premiums. Some of our term products include, within certain policy limits, a conversion feature that allows the policyholder to convert the policy into permanent life insurance coverage.

We recently introduced BrightLife^SM Term, a term life policy that provides customers with low-cost protection for temporary needs. Customers either pay level premiums for a specific time period — one, 10, 15 or 20 years — or pay premiums that are renewable and increase each year as they get older with annual renewable term. BrightLife^SM Term pays a guaranteed death benefit to beneficiaries, which is generally income-tax free, if the customer dies during that time period.

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Universal Life.     Universal life is a form of permanent life insurance that provides protection in case of death, as well as a savings or cash value component. The cash value of a universal life policy is based on the amount of premiums paid, the declared interest crediting rate and the policy charges. Unlike term life or whole life insurance, flexible premium universal life policies permit flexibility in the amount and timing of premium payments (within limits) and they generally offer the policyholder the ability to choose one of two death benefit options: a level benefit equal to the policy’s original face amount or a variable benefit equal to the original face amount plus any existing policy account value.

We also offer an indexed universal life product. Indexed universal life insurance combines life insurance with equity-linked accumulation potential. The equity linked option(s) provide upside potential for cash value accumulation up to certain growth cap rates and downside protection through a floor for certain investment periods. This floor will limit the impact of decreases over the investment period in the values of the indices selected.

Variable Universal Life.     Variable universal life is a form of permanent life insurance that combines the premium and death benefit flexibility of universal life insurance with investment opportunity. A policyholder can invest premiums in one or more underlying portfolios offering different levels of risk and growth potential. The investment portfolios provide long-term growth potential, tax deferred earnings and the ability to make tax free transfers among the investment portfolios. A policyholder can choose one of two death benefit options: level benefit equal to the policy’s original face amount or a variable benefit equal to the original face amount plus any existing policy account value. Variable universal life insurance products offered by us include single-life products, second-to-die policies (which pay death benefits following the death of both insureds) and products for the corporate-owned life insurance (“COLI”) market.

We offer the Market Stabilizer Option^®, an investment option, on our variable universal life product. The Market Stabilizer Option^® offers a policyholder growth potential (up to a cap) and downside protection through a buffer. Through the use of the upside caps and a downside buffer, the Market Stabilizer Option^® helps a policyholder manage volatility in his/her variable universal life policy, which may reduce or potentially eliminate losses.

Term, Universal Life and Variable Universal Life insurance products accounted for 6.0%, 7.0% and 7.0% of our total premiums and deposits in 2014, respectively.

Annuity Products.     We offer a variety of variable and fixed annuities which are primarily marketed and sold to individuals saving for retirement or seeking retirement income and employers seeking to offer retirement savings programs such as 401(k) or 403(b) plans. Our primary annuity product offerings include:

Variable Annuities.     Variable annuities provide for both asset accumulation and asset distribution needs. Variable annuities allow the policyholder to make deposits into various investment accounts, as determined by the policyholder. The investment accounts are separate accounts and risks associated with such investments are borne entirely by the policyholder, except where enhanced guarantee features have been elected in certain variable annuities, for which additional fees are charged. Additionally certain variable annuity products permit policyholders to allocate a portion of their account to the General Account and are credited with interest rates that we determine, subject to certain limitations.

Certain of our variable annuity products offer one or more enhanced guarantee features in addition to the standard return of principal death benefit guarantee. Such enhanced guarantee features may include guaranteed minimum living benefits and/or an enhanced guaranteed minimum death benefit (“GMDB”). Guaranteed minimum living benefits principally include guaranteed minimum income benefits (“GMIB”) and guaranteed income benefits (“GIB”). We have issued variable annuities with a guaranteed minimum accumulation benefit and guaranteed withdrawal benefit for life (“GWBL”) rider. For additional information regarding these guaranteed minimum benefit features, see Notes 2, 8 and 9 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates.

In furtherance of our efforts to develop an innovative and diversified variable annuity product offering, we have introduced several new and/or enhanced variable annuities. Certain of these variable annuities, including Structured Capital Strategies^® and Investment Edge^SM, are investment only variable annuities and do not offer enhanced guarantee features.

Variable annuity products continue to account for a substantial portion of our sales, with 79.4% of our total premium and deposits in 2014 attributable to variable annuities. For additional information, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Fixed Annuities.     Fixed annuities also provide for both asset accumulation and asset distribution needs. Fixed annuities do not allow the same investment flexibility provided by variable annuities, but do provide guarantees related to the preservation of principal and interest credited. Fixed annuity contracts are general account obligations.

We issue or have issued a variety of fixed annuity products, including individual single premium deferred annuities, which credit an initial and subsequent annually declared interest rate, and payout annuity products, including traditional immediate annuities.

Fixed annuity products have not been a significant product for us in recent years, accounting for 0.9% of our total premium and deposits in 2014.

Escrow Funding Agreements.     In the first quarter of 2015, we introduced the Escrow Shield Plus Agreement (the “Contract”). The Contract is a funding agreement that offers an alternative to an escrow account used in a merger or acquisition transaction. Subject to the terms of the Contract, the Contract provides an acquiring entity and selling entities or persons with the ability to preserve the principal value of escrow payments while earning a competitive crediting rate.

Retail Mutual Funds.     AXA Equitable FMG (in this respect, d/b/a 1290 Asset Managers) serves as investment adviser and administrator to 1290 Funds, an open-end investment company currently consisting of three retail mutual funds. At December 31, 2014, 1290 Funds had total net assets of $41.8 million. Day-to-day portfolio management services for each retail mutual fund are provided, on a sub-advisory basis, by various affiliated and unaffiliated sub-advisers. AXA Investment Managers, Inc. and AXA Rosenberg Investment Management LLC provided sub-advisory services to the retail mutual funds representing approximately 93% of the total net assets in the retail mutual funds at December 31, 2014, and an unaffiliated investment sub-adviser provided sub-advisory services in respect of the balance of the assets in the retail mutual funds.

For additional information regarding products, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Premiums and Deposits.”

Separate Account Assets

As noted above, variable annuity and variable life products offer purchasers the opportunity to direct the investment of their account values into various Separate Account investment options. Separate Account assets for individual variable annuities and variable life insurance policies totaled $102.5 billion at December 31, 2014. Of the 2014 year-end amount, approximately $101.1 billion was invested in EQ Advisors Trust (“EQAT”) and AXA Premier VIP Trust (“VIP Trust”), each of which are mutual funds for which our subsidiary, AXA Equitable FMG, serves as the investment manager (and, in certain instances provides day-to-day portfolio management services as the investment adviser) and administrator. The balance of such Separate Account assets is invested through various other mutual funds for which third parties serve as investment manager.

EQAT is a mutual fund offering variable life and annuity policyholders a choice of single or multi-advised equity, bond and money market investment portfolios, “hybrid” portfolios whose assets are allocated among multiple sub-advisers, and thirteen asset allocation portfolios that invest in other portfolios of EQAT and/or VIP Trust and other unaffiliated investment companies or exchange traded funds. VIP Trust is a mutual fund offering variable life and annuity policyholders a choice of multi-advised equity and bond investment portfolios, as well as twenty-eight asset allocation portfolios that invest in other portfolios of EQAT and/or VIP Trust and other unaffiliated investment companies or exchange traded funds. Certain of the EQAT and VIP Trust equity portfolios employ a managed volatility strategy that seeks to reduce equity exposure during periods in which market volatility has increased to levels that are meaningfully higher than long-term historic averages.

As of December 31, 2014, policyholders allocated $45.7 billion to the allocation portfolios of EQAT and VIP Trust and $55.4 billion to the individual portfolios of EQAT and/or VIP. Of the $101.1 billion invested in EQAT and VIP Trust, approximately 71% of these assets are passively managed and seek to replicate the returns of an applicable index and approximately 29% of these assets are actively managed by one or more sub-advisers.

Markets

We primarily target affluent and emerging affluent individuals such as professionals and business owners, as well as employees of public school systems, universities, not-for-profit entities and certain other tax-exempt organizations, and existing clients. Variable annuity products are primarily targeted to individuals saving for retirement or seeking retirement income (using either qualified programs, such as individual retirement annuities, or non-qualified investments), as well as employers (including, among others, educational and not-for-profit entities, and small and medium-sized businesses) seeking to offer retirement savings programs such as 401(k) or 403(b) plans. Variable and universal life insurance is targeted to

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individuals for protection and estate planning purposes, and at business owners to assist in, among other things, business continuation planning and funding for executive benefits. Mutual funds and other investment products are intended for a broad spectrum of clients to meet a variety of asset accumulation and investment needs. Mutual funds and other investment products add breadth and depth to the range of needs-based services and products we are able to provide.

Distribution

We distribute our products through retail and wholesale distribution channels.

Retail Distribution.     Our products are offered on a retail basis in all 50 states, the District of Columbia and Puerto Rico by financial professionals associated with AXA Advisors, an affiliated broker-dealer, and AXA Network, an affiliated insurance general agency. These financial professionals also have access to and can offer a broad array of annuity, life insurance and investment products and services from unaffiliated insurers and other financial service providers.

We have entered into agreements pursuant to which we compensate AXA Advisors and AXA Network for distributing and servicing our products. The agreements provide that compensation will not exceed any limitations imposed by applicable law. Under separate agreements, we also provide to each of AXA Advisors and AXA Network personnel, property and services reasonably necessary for their operations. AXA Advisors and AXA Network reimburse us for their actual costs (direct and indirect) and expenses under the respective agreements.

Wholesale Distribution.     AXA Distributors, our broker-dealer and insurance general agency subsidiary, distributes our annuity products on a wholesale basis in all 50 states, the District of Columbia and Puerto Rico through national and regional securities firms, independent financial planning and other broker-dealers, banks, property and casualty insurers, and brokerage general agencies. AXA Distributors, primarily through its AXA Partners division, also distributes our life insurance products on a wholesale basis principally through brokerage general agencies and property and casualty insurers.

For additional information on premiums and deposits by the retail and wholesale channels, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Premium and Deposits.”

Reinsurance and Hedging

We have in place reinsurance and hedging programs to reduce our exposure to mortality, equity market fluctuations, interest rate fluctuations and certain other product features.

Reinsurance.     In 2014, we generally retained up to $25 million of mortality risk on single-life policies and $30 million of mortality risk on second-to-die policies. For amounts issued in excess of those limits, and for certain lower amounts, we typically obtained reinsurance from unaffiliated third parties. The reinsurance arrangements obligate the reinsurer to pay a portion of any death claim in excess of the amount retained by us in exchange for an agreed-upon premium.

We also have reinsured to non-affiliated reinsurers a portion of our exposure on variable annuity products that offer a GMIB and/or GMDB feature issued through February 2005. At December 31, 2014, we had reinsured to non-affiliated reinsurers, subject to certain maximum amounts or caps in any one period, approximately 22.2% of our net amount at risk resulting from the GMIB feature and approximately 5.0% of our net amount at risk to the GMDB obligation on annuity contracts in force as of December 31, 2014.

A contingent liability exists with respect to reinsurance should the reinsurers be unable to meet their obligations. We evaluate the financial condition of our reinsurers in an effort to minimize our exposure to significant losses from reinsurer insolvencies. We are not a party to any risk reinsurance arrangement with any non-affiliated reinsurer pursuant to which the amount of reserves on reinsurance ceded to such reinsurer equals more than approximately 1.08% of our total policy reserves (including Separate Accounts).

In addition to non-affiliated reinsurance, we have ceded to our affiliate, AXA RE Arizona Company (formerly AXA Financial (Bermuda), Ltd.), a captive reinsurance company established by AXA Financial in 2003 (“AXA Arizona”), a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders issued on or after January 1, 2006 and in-force on September 30, 2008. The GMDB/GMIB reinsurance transaction currently allows for a more efficient use of our capital. 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 additional information on reinsurance, see “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and Notes 9 and 11 of Notes to Consolidated Financial Statements.

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Hedging.     We have adopted certain hedging programs that are designed to mitigate certain risks associated with the GMDB, GMIB, GWBL, and GIB liabilities that have not been reinsured. These programs utilize various derivative instruments, such as 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 other 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 equity and fixed income markets. For GMDB, GMIB, GWBL and GIB, we retain certain risks including basis, some credit spread and volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal rates and amounts and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB, GWBL and GIB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps.

We also hedge crediting rates to mitigate certain risks associated with our Structured Capital Strategies^® variable annuity, Structured Investment Option in our EQUI-VEST^® variable annuity series, and the Market Stabilizer Option^® in our variable life products, and our indexed universal life insurance products. These products permit the contract owner to participate in the performance of an index, ETFs or a commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which we will absorb up to a certain percentage loss of value in an index, ETFs or commodity price, which varies by product segment. In order to support the returns associated with these features, we enter into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETFs or commodity price, subject to caps and buffers.

We also use derivatives for other asset and liability management purposes. This includes the management of interest rate risks in the general account, the hedging of interest rate risks in anticipated sales of variable annuities and the hedging of equity linked and commodity indexed crediting rates in life and annuity products.

For additional information about reinsurance and hedging strategies, see “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Derivatives – Liquidity and Capital Resources”, “Quantitative and Qualitative Disclosures about Market Risk” and Notes 2, 8, and 9 of Notes to Consolidated Financial Statements.

Reinsurance Assumed.     We also act as a retrocessionaire by assuming life reinsurance from non-affiliated reinsurers. Mortality risk through reinsurance assumed is managed using the same corporate retention limits noted above (i.e., $25 million on single-life policies and $30 million on second-to-die policies), although in practice, we currently use lower internal retention limits for life reinsurance assumed. We have also assumed accident, health, aviation and space risks by participating in or reinsuring various reinsurance pools and arrangements. We generally discontinued our participation in new accident, health, aviation and space reinsurance pools and arrangements for years following 2000, but continue to be exposed to claims in connection with pools we participated in prior to that time. We audit or otherwise review the records of many of these reinsurance pools and arrangements as part of our ongoing efforts to manage our claims risk. For additional information on reinsurance assumed, see Note 9 of Notes to Consolidated Financial Statements.

Policyholder Liabilities and Reserves

We establish, and carry as liabilities, actuarially determined amounts that are calculated to meet our policy obligations when a policy matures or is surrendered, an insured dies or becomes disabled or upon the occurrence of other covered events, or to provide for future annuity payments. Our reserve requirements are calculated based on a number of estimates and assumptions, including estimates and assumptions related to future mortality, morbidity, interest rates, future equity performance, reinvestment rates, persistency, claims experience and policyholder elections (i.e., lapses and surrenders, withdrawals and amounts of withdrawals, contributions and the allocation thereof, etc.) which we modify to reflect our actual experience and/or refined assumptions when appropriate.

Pursuant to state insurance laws, we establish statutory reserves, reported as liabilities, to meet our obligations on our policies. These statutory reserves are established in amounts sufficient to meet policy and contract obligations, when taken together with expected future premiums and interest at assumed rates. Statutory reserves generally differ from actuarial liabilities for future policy benefits determined using U.S. GAAP.

State insurance laws and regulations require that we submit to state insurance departments, with each annual report, an opinion and memorandum of a “qualified actuary” that the statutory reserves and related actuarial amounts recorded in support of specified policies and contracts, and the assets supporting such statutory reserves and related actuarial amounts, make adequate provision for its statutory liabilities with respect to these obligations.

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For additional information on Policyholder Liabilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Continuing Operations by Segment – Insurance” and “Risk Factors.”

Underwriting and Pricing

Underwriting.     We employ detailed underwriting policies, guidelines and procedures designed to align mortality results with the assumptions used in product pricing while providing for competitive risk selection. The risk selection process is carried out by underwriters who evaluate policy applications based on information provided by the applicant and other sources. Specific tests, such as blood analysis, are used to evaluate policy applications based on the size of the policy, the age of the applicant and other factors. The purpose of this process is to determine the type and amount of risk that we are willing to accept. In addition, we continue to utilize and further develop alternative underwriting methods that rely on predictive modeling.

We have senior level oversight of the underwriting process in order to facilitate quality sales and serve the needs of our customers, while supporting our financial strength and business objectives. The application of our underwriting guidelines is continuously monitored through internal underwriting audits in order to achieve high standards of underwriting and consistency.

Pricing.     Pricing for our products is designed to allow us to make an appropriate profit after paying benefits to customers, and taking account of all the risks we assume. Product pricing is calculated through the use of estimates and assumptions for mortality, morbidity, withdrawal rates and amounts, expenses, persistency, policyholder elections and investment returns, as well as certain macroeconomic factors. Assumptions used are determined in light of our underwriting standards and practices. Investment-oriented products are priced based on various factors, which may include investment return, expenses, persistency and optionality.

Our life insurance products are highly regulated by the individual state regulators where such products are sold. Variable and fixed annuity products are also highly regulated and approved by the individual state regulators where the product is sold. Such products generally include penalties for early withdrawals and policyholder benefit elections to tailor the form of the product’s benefits to the needs of the opting policyholder. From time to time, we reevaluate the type and level of guarantee and other features currently being offered and may change the nature and/or pricing of such features for new sales.

We continually review our underwriting and pricing guidelines with a view to maintaining competitive offerings that are consistent with maintaining our financial strength and meeting profitability goals.

General Account Investment Portfolio

The General Account consists of a diversified portfolio of principally fixed-income investments.

The following table summarizes our Net General Account Investment Assets by asset category at December 31, 2014:

AXA Equitable

Net General Account Investment Assets⁽¹⁾

(Dollars in Millions)

	Amount		% of Total
	(Dollars in Millions)
Fixed maturities, available for sale, at fair value	$	31,755		64.7	%
Mortgage loans on real estate		6,794		13.9
Policy Loans		3,515		7.2
Other equity investments		1,634		3.3
Trading securities		4,513		9.2
Total investments		48,211		98.3
Cash and cash equivalents		1,045		2.1
Short-term and long-term debt		(201)		(0.4)
Total	$	49,055		100.0	%

⁽¹⁾  For additional information see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - “General Account Investment Portfolio – Investment Results of General Account Investment Assets.”

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We have asset/liability management with separate investment objectives for specific classes of product liabilities. We establish 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.

Investment Surveillance.     As part of our investment management process, management, with the assistance of its investment advisors, continuously monitors General Account investment performance. This internal review process culminates with a quarterly review of assets by our Investment Under Surveillance (“IUS”) Committee. The IUS Committee, among other things, evaluates whether any investments are other than temporarily impaired and, therefore, must be written down to their fair value and whether specific investments should be put on an interest non-accrual basis.

Investment Management

General

The Investment Management segment is principally comprised of the investment management business of AB. Our consolidated economic interest in AB as of December 31, 2014 was approximately 32.2%, including the general partnership interests held indirectly by AXA Equitable as the sole shareholder of AllianceBernstein Corporation, the general partner (“AB General Partner”) of AB Holding and AB. For additional information about AB, see the AB 10-K.

Clients

AB provides research, diversified investment management and related services globally to a broad range of clients through three buy-side distribution channels, Institutions, Retail and Private Wealth Management, and its sell-side business, Bernstein Research Services.

As of December 31, 2014, 2013, and 2012, AB’s client assets under management (“AUM”) were $474 billion, $450 billion and $430 billion, respectively, and its net revenues for the years ended December 31, 2014, 2013 and 2012 were $3.0 billion, $2.9 billion and $2.7 billion, respectively. AXA and its subsidiaries (including, AXA Equitable), whose AUM consist primarily of fixed income investments, together constitute AB’s largest client. AB’s affiliates represented approximately 23%, 23% and 25% of its AUM as of December 31, 2014, 2013 and 2012, respectively, and AB earned approximately 5%, 5% and 4% of its net revenues from services it provided to its affiliates in 2014, 2013 and 2012, respectively.

Generally, AB is compensated for its investment services on the basis of investment advisory and services fees calculated as a percentage of AUM.

For additional information about AB, see the AB 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Continuing Operations by Segment - Investment Management” and Note 1 of Notes to Consolidated Financial Statements.

Research

AB’s high-quality, in-depth research is the foundation of its business. AB believes that its global team of research professionals, whose disciplines include economic, fundamental equity, fixed income and quantitative research, give it a competitive advantage in achieving investment success for its clients. AB also has experts focused on multi-asset strategies, wealth management and alternative investments.

Investment Services

AB’s broad range of investment services includes: (a) actively managed equity strategies with global and regional portfolios across capitalization ranges and investment strategies, including value, growth, and core equities; (b) actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; (c) passive management, including index and enhanced index strategies; (d) alternative investments, including hedge funds, funds of funds and private equity (e.g., direct real estate investing); and (e) multi-asset services and solutions, including dynamic asset allocation, customized target-date funds and target-risk funds.

AB’s services span various investment disciplines, including market capitalization (e.g., large-, mid- and small-cap equities), term (e.g., long-, intermediate- and short-duration debt securities), and geographic location (e.g., U.S., international, global, emerging markets, regional and local), in major markets around the world.

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Distribution Channels

Institutions.     To these clients, which include private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and various of AB’s affiliates, AB offers separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles (“Institutional Services”).

AB manages the assets of its institutional clients pursuant to written investment management agreements or other arrangements, which generally are terminable at any time or upon relatively short notice by either party. In general, AB’s written investment management agreement may not be assigned without client consent.

AXA and its subsidiaries (including AXA Equitable) together constitute AB’s largest institutional client. Their AUM accounted for approximately 32%, 31% and 35% of AB’s institutional AUM as of December 31, 2014, 2013 and 2012, respectively, and approximately 22%, 22% and 17% of AB’s institutional revenues for 2014, 2013 and 2012, respectively. No single institutional client other than AXA and its subsidiaries accounted for more than approximately 1% of AB’s net revenues for the year ended December 31, 2014.

As of December 31, 2014, 2013 and 2012, Institutional Services represented approximately 50%, 50% and 51%, respectively, of AB’s AUM, and the fees AB earned for providing these services represented approximately 14%, 15% and 18% of AB’s net revenues for 2014, 2013, and 2012, respectively.

Retail.     AB provides investment management and related services to a wide variety of individual retail investors, both in the U.S. and internationally, through retail mutual funds AB sponsors, mutual fund sub-advisory relationships, separately-managed account programs, and other investment vehicles (“Retail Products and Services”).

AB distributes its Retail Products and Services through financial intermediaries, including broker-dealers, insurance sales representatives, banks, registered investment advisers and financial planners. These products and services include open-end and closed-end funds that are either (i) registered as investment companies under the Investment Company Act (“U.S. Funds”), or (ii) not registered under the Investment Company Act and generally not offered to United States persons (“Non-U.S. Funds” and, collectively with the U.S. Funds, “AB Funds”). They also include separately-managed account programs, which are sponsored by financial intermediaries and generally charge an all-inclusive fee covering investment management, trade execution, asset allocation, and custodial and administrative services. In addition, AB provides distribution, shareholder servicing, transfer agency services and administrative services for its Retail Products and Services.

Fees paid by the U.S. Funds are reflected in the applicable investment management agreement, which generally must be approved annually by the boards of directors or trustees of those funds, including by a majority of the independent directors or trustees. Increases in these fees must be approved by fund shareholders; decreases need not be, including any decreases implemented by a fund’s directors or trustees. In general, each investment management agreement with the U.S. Funds provides for termination by either party at any time upon 60 days’ notice.

Fees paid by Non-U.S. Funds are reflected in investment management agreements that continue until they are terminated. Increases in these fees generally must be approved by the relevant regulatory authority, depending on the domicile and structure of the fund, and Non-U.S. Fund shareholders must be given advance notice of any fee increases.

The mutual funds AB sub-advises for AXA and its subsidiaries (including AXA Equitable) together constitute AB’s largest client. They accounted for approximately 21%, 23% and 20% of AB’s retail AUM as of December 31, 2014, 2013, and 2012, respectively, and approximately 3%, 2% and 3% of AB’s retail net revenues for 2014, 2013 and 2012, respectively.

Certain subsidiaries of AXA, including AXA Advisors, a subsidiary of AXA Financial, were responsible for approximately 3%, 2% and 4% of total sales of shares of open-end AB Funds in 2014, 2013 and 2012, respectively. During 2014, UBS AG was responsible for approximately 11% of AB’s open-end AB Fund sales. Neither AB’s affiliates nor UBS AG are under any obligation to sell a specific amount of AB Fund shares and each also sells shares of mutual funds that it sponsors and that are sponsored by unaffiliated organizations. No other entity accounted for 10% or more of AB’s open-end AB Fund sales.

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Most open-end U.S. Funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares. The open-end U.S. Funds have entered into such agreements with AB, and AB has entered into selling and distribution agreements pursuant to which it pays sales commissions to the financial intermediaries that distribute AB’s open-end U.S. Funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.

As of December 31, 2014, retail U.S. Fund AUM were approximately $49 billion, or 30% of retail AUM, as compared to $47 billion, or 31%, as of December 31, 2013, and $45 billion, or 31%, as of December 31, 2012. Non-U.S. Fund AUM, as of December 31, 2014, totaled $57 billion, or 36% of retail AUM, as compared to $56 billion, or 36%, as of December 31, 2013, and $60 billion, or 42%, as of December 31, 2012.

AB’s Retail Services represented approximately 34 of AB’s AUM as of each of December 31, 2014, 2013 and 2012, and the fees AB earned from providing these services represented approximately 46%, 47% and 44% of AB’s net revenues for the years ended December 31, 2014, 2013 and 2012, respectively.

Private Wealth Management.     To AB’s private clients, which include high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities (including most institutions for which AB manages accounts with less than $25 million in AUM), AB offers separately-managed accounts, hedge funds, mutual funds and other investment vehicles (“Private Wealth Services”).

AB manages these accounts pursuant to written investment advisory agreements, which generally are terminable at any time or upon relatively short notice by any party and may not be assigned without the consent of the client.

As of December 31, 2014, 2013 and 2012, Private Wealth Services represented approximately 16%, 16% and 15%, respectively, of AB’s AUM, and the fees AB earned from providing these services represented approximately 22%, 20% and 21% of AB’s net revenues for 2014, 2013 and 2012, respectively.

Bernstein Research Services.     AB offers high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options to institutional investors, such as pension fund, hedge fund and mutual fund managers, and other institutional investors (“Bernstein Research Services”). AB serves its clients, which are based in the United States, Europe, Asia, the Middle East and Canada, through various subsidiaries, including Sanford C. Bernstein & Co., LLC (“SCB LLC”), Sanford C. Bernstein Limited and Sanford C. Bernstein (Hong Kong) Limited (collectively, “SCB”). AB’s sell-side analysts, who provide fundamental company and industry research along with quantitative research into securities valuation and factors affecting stock price movements, are consistently among the highest ranked research analysts in industry surveys conducted by third-party organizations.

AB earns revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensate AB principally by directing SCB to execute brokerage transactions on their behalf, for which AB earns commissions. These services accounted for approximately 16%, 15% and 15% of AB’s net revenues for the years ended December 31, 2014, 2013 and 2012, respectively.

For additional information about AB’s investment advisory fees, including performance-based fees, see the AB 10-K, the AB Risk Factors in Exhibit 13.1 hereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Continuing Operations by Segment - Investment Management.”

EMPLOYEES

As of December 31, 2014, we had approximately 3,781 full-time employees and AB had approximately 3,487 full-time employees.

COMPETITION

Insurance.     There is strong competition among insurers, banks, brokerage firms and other financial institutions and providers seeking clients for the types of products and services we provide, including insurance, annuity and other investment products and services. Competition is intense among a broad range of financial institutions and other financial service providers for retirement and other savings dollars. For additional information regarding competition, see “Risk Factors.”

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The principal competitive factors affecting our business are our financial strength as evidenced, in part, by our financial and claims-paying ratings; access to capital; access to diversified sources of distribution; size and scale; product quality, range, features/functionality and price; our ability to bring customized products to the market quickly; our ability to explain complicated products and features to our distribution channels and customers; crediting rates on fixed products; visibility, recognition and understanding of our brand in the marketplace; reputation and quality of service; and (with respect to variable insurance and annuity products, mutual funds and other investment products) investment options, flexibility and investment management performance.

We and our affiliated distributors must attract and retain productive sales representatives to sell our products. Strong competition continues among financial institutions for sales representatives with demonstrated ability. We and our affiliated distribution companies compete with other financial institutions for sales representatives primarily on the basis of financial position, product breadth and features, support services and compensation policies. For additional information, see “Risk Factors.”

Legislative and other changes affecting the regulatory environment can affect our competitive position within the life insurance industry and within the broader financial services industry. For additional information, see “Business - Regulation” and “Risk Factors.”

Investment Management.     AB competes in all aspects of its business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks, savings and loan associations and other financial institutions that often provide investment products that have similar features and objectives as those AB offers. AB’s competitors offer a wide range of financial services to the same customers that AB seeks to serve. Some of AB’s competitors are larger, have a broader range of product choices and investment capabilities, conduct business in more markets, and have substantially greater resources than AB. These factors may place AB at a competitive disadvantage, and AB can give no assurance that its strategies and efforts to maintain and enhance its current client relationships, and create new ones, will be successful.

AXA and certain of its subsidiaries (including AXA Financial and AXA Equitable) offer financial services, some of which compete with those offered by AB. AB’s partnership agreement specifically allows AXA and its subsidiaries (other than the AB General Partner) to compete with AB and to exploit opportunities that may be available to AB. AXA, AXA Financial, AXA Equitable and certain of their respective subsidiaries have substantially greater resources than AB does and are not obligated to provide resources to AB.

To grow its business, AB must be able to compete effectively for AUM. Key competitive factors include (i) AB’s investment performance for its clients; (ii) AB’s commitment to place the interests of its clients first; (iii) the quality of AB’s research; (iv) AB’s ability to attract, motivate and retain highly skilled, and often highly specialized, personnel; (v) the array of investment products AB offers; (vi) the fees AB charges; (vii) Morningstar/Lipper rankings for the AB Funds; (viii) AB’s operational effectiveness; (ix) AB’s ability to further develop and market its brand; and (x) AB’s global presence.

Increased competition could reduce the demand for AB’s products and services, which could have a material adverse effect on its financial condition, results of operations and business prospects.

REGULATION

Insurance Regulation

We are licensed to transact insurance business, and are subject to extensive regulation and supervision by insurance regulators, in all 50 states of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and nine of Canada’s twelve provinces and territories. We are domiciled in New York and are primarily regulated by the Superintendent (the “Superintendent”) of the New York State Department of Financial Services (the “NYDFS”). The extent of regulation by jurisdiction varies, but most jurisdictions have laws and regulations governing the financial aspects and business conduct of insurers. State laws in the U.S. grant insurance regulatory authorities broad administrative powers with respect to, among other things, sales practices, establishing statutory capital and reserve requirements and solvency standards, reinsurance and hedging, protecting privacy, regulating advertising, restricting the payment of dividends and other transactions between affiliates, permitted types and concentrations of investments and business conduct to be maintained by insurance companies as well as agent licensing, approval of policy forms and, for certain lines of insurance, approval or filing of rates. Insurance regulators have the discretionary authority to limit or prohibit new issuances of business to policyholders within their jurisdictions when, in their judgment, such regulators determine that the issuing company is not maintaining adequate statutory surplus or capital. Additionally, the New York Insurance Law limits sales commissions and certain other marketing expenses that we may incur. For additional information on Insurance Supervision, see “Risk Factors.”

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We are required to file detailed annual financial statements, prepared on a statutory accounting basis, with supervisory agencies in each of the jurisdictions in which we do business. Such agencies may conduct regular or targeted examinations of our operations and accounts, and make requests for particular information from us. In addition to oversight by state insurance regulators in recent years, the insurance industry has seen an increase in inquiries from state attorneys general and other state officials regarding compliance with certain state insurance, securities and other applicable laws. We have received and responded to such inquiries from time to time.

Holding Company and Shareholder Dividend Regulation.     Most states, including New York, regulate transactions between an insurer and its affiliates under insurance holding company acts. The insurance holding company laws and regulations vary from jurisdiction to jurisdiction, but generally require a controlled insurance company (insurers that are subsidiaries of insurance holding companies) to register with state regulatory authorities and to file with those authorities certain reports, including information concerning its capital structure, ownership, financial condition, certain intercompany transactions and general business operations.

State insurance statutes also typically place restrictions and limitations on the amount of dividends or other distributions payable by insurance company subsidiaries to their parent companies, as well as on transactions between an insurer and its affiliates.

For additional information on shareholder dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

NAIC.     The National Association of Insurance Commissioners (the “NAIC”) is an organization, the mandate of which is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC provides standardized insurance industry accounting and reporting guidance through its Accounting Practices and Procedures Manual (the “Manual”). However, statutory accounting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the Manual or modifications by the various state insurance departments may impact the statutory capital and surplus of our U.S. insurance companies.

The NAIC currently has in place its “Solvency Modernization Initiative,” which is designed to review the U.S. financial regulatory system and all aspects of financial regulation affecting insurance companies. Though broad in scope, the NAIC has stated that the Solvency Modernization Initiative will focus on: (1) capital requirements; (2) governance and risk management; (3) group supervision; (4) statutory accounting and financial reporting; and (5) reinsurance. In furtherance of this initiative, the NAIC adopted the Corporate Governance Annual Filing Model Act and Regulation at its August 2014 meeting. The new model, which requires insurers to make an annual confidential filing regarding their corporate governance policies, is expected to become effective in 2016. In addition, in September 2012, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment Model Act (“ORSA”), which has been enacted by the NYDFS. ORSA requires that insurers maintain a risk management framework and conduct an internal own risk and solvency assessment of the insurer’s material risks in normal and stressed environments. The assessment must be documented in a confidential annual summary report, a copy of which must be made available to regulators as required or upon request. Our first ORSA summary report will be filed with the NYDFS in 2015.

In December 2012, the NAIC approved a new valuation manual containing a principles-based approach to life insurance company reserves. Principles-based reserving is designed to better address reserving for products, including the current generation of products for which the current formulaic basis for reserve determination does not work effectively. The principles-based approach will not become effective unless it is enacted into law by a minimum number of state legislatures. Insurance commissioners of certain states (including New York) oppose or do not actively support the principles-based reserve approach.

Captive Reinsurer Regulation.     During the last few years, the NAIC and the NYDFS have been scrutinizing insurance companies’ use of affiliated captive reinsurers or off-shore entities following a report issued by the NYDFS in June 2013, as part of an industry wide inquiry. The report recommended that (i) the NAIC develop enhanced disclosure requirements for reserve financing transactions involving captive insurers, (ii) the Federal Insurance Office (the “FIO”), Office of Financial Research (the “OFR”), the NAIC and state insurance commissioners conduct inquiries similar to the NYDFS inquiry and (iii) state insurance commissioners consider an immediate national moratorium on new reserve financing transactions involving captive insurers until these inquiries are complete.

In June 2014, Rector & Associates, Inc., a consulting firm commissioned by the NAIC, presented a report to the NAIC’s Principle-Based Reserving Implementation Task Force (the “Rector Report”) that recommended, among other things, placing limitations on the types of assets that may be used to finance reserves associated with certain term and universal life

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insurance policies and making adoption of new regulations contemplated by the Rector Report by individual states an NAIC accreditation standard. In December 2014, the NAIC adopted Actuarial Guideline XLVIII—Actuarial Opinion and Memorandum Requirements for the Reinsurance of Policies Required to be Valued under Sections 6 and 7 of the NAIC Valuation of Life Insurance Policies Model Regulation (#830) (“AG 48”), a new actuarial guideline that is designed to implement many of the recommendations in the Rector Report related to the determination of the portion of the reserves that may be supported by specified asset classes in connection with certain transactions involving captive reinsurance companies. The requirements in AG 48 became effective on January 1, 2015 and apply in respect of certain term and universal life insurance policies written from and after January 1, 2015 or written prior to January 1, 2015 but not included in a captive reinsurer financing arrangement as of December 31, 2014. The NAIC and state regulators also continue to consider additional changes based on the Rector Report.

Like many life insurance companies, we utilize a captive reinsurer as part of our capital management strategy. We cannot predict what, if any, changes may result from these reviews, further regulation and/or pending lawsuits regarding the use of captive reinsurers. If the NYDFS or other state insurance regulators were to restrict the use of such captive reinsurers or if we otherwise are unable to continue to use our captive reinsurer, the capital management benefits we receive under this reinsurance arrangement could be adversely affected. For additional information on our use of a captive reinsurance company, see “Business – Reinsurance and Hedging”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Surplus and Capital; Risk Based Capital (“RBC”).     Insurers are required to maintain their capital and surplus at or above minimum levels. Regulators have discretionary authority, in connection with the licensing of insurance companies, to limit or prohibit an insurer’s sales to policyholders if, in their judgment, the regulators determine that such insurer has not maintained the minimum surplus or capital or that the further transaction of business will be hazardous to policyholders. We report our RBC based on a formula calculated by applying factors to various asset, premium and statutory reserve items, as well as taking into account the risk characteristics of the insurer. The major categories of risk involved are asset risk, insurance risk, interest rate risk, market risk and business risk. The formula is used as a regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose RBC ratio does not meet or exceed certain RBC levels. As of the date of the most recent annual statutory financial statements filed with insurance regulators, our RBC was in excess of each of those RBC levels. For additional information on RBC, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Guaranty Associations and Similar Arrangements.     Each of the states in which we are admitted to transact business require life insurers doing business within the jurisdiction to participate in guaranty associations, which are organized to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. These associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.

During each of the past five years, the assessments levied against us have not been material.

Dodd-Frank Wall Street Reform and Consumer Protection Act

Currently, the U.S. federal government does not directly regulate the business of insurance. While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) does not remove primary responsibility for the supervision and regulation of insurance from the states, Title V of the Dodd-Frank Act establishes the FIO within the U.S. Treasury Department and reforms the regulation of the non-admitted property and casualty insurance market and the reinsurance market. The FIO has authority that extends to all lines of insurance except health insurance, crop insurance and (unless included with life or annuity components) long-term care insurance. Under the Dodd-Frank Act, the FIO is charged with monitoring all aspects of the insurance industry (including identifying gaps in regulation that could contribute to a systemic crisis), recommending to the Financial Stability Oversight Council (“FSOC”) the designation of any insurer and its affiliates (potentially including AXA and its affiliates) as a non-bank financial company subject to oversight by the Board of Governors of the Federal Reserve System (including the administration of stress testing on capital), assisting the Treasury Secretary in negotiating “covered agreements” with non-U.S. governments or regulatory authorities, and, with respect to state insurance laws and regulation, determining whether such state insurance measures are pre-empted by such covered agreements. In addition, the FIO will be empowered to request and collect data (including financial data) on and from the insurance industry and insurers (including reinsurers) and their affiliates. In such capacity, the FIO may require an insurer or an affiliate of an insurer to submit such data or information as the FIO may reasonably require. In addition, the FIO’s

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approval will be required to subject an insurer or a company whose largest U.S. subsidiary is an insurer to the special orderly liquidation process outside the federal bankruptcy code, administered by the Federal Deposit Insurance Corporation pursuant to the Dodd-Frank Act. The Dodd-Frank Act also reforms the regulation of the non-admitted property/casualty insurance market (commonly referred to as excess and surplus lines) and the reinsurance markets, including the ability of non-domiciliary state insurance regulators to deny credit for reinsurance when recognized by the ceding insurer’s domiciliary state regulator.

Other aspects of our operations could also be affected by the Dodd-Frank Act. These include:

Heightened Standards and Safeguards.     The FSOC may recommend that state insurance regulators or other regulators apply new or heightened standards and safeguards for activities or practices we and other insurers or other financial services companies engage in if the FSOC determines that those activities or practices could create or increase the risk that significant liquidity, credit or other problems spread among financial companies. We cannot predict whether any such recommendations will be made or their effect on our business, consolidated results of operations or financial condition.

Over-The-Counter Derivatives Regulation.     The Dodd-Frank Act includes a framework of regulation of the over-the-counter (“OTC”) derivatives markets which requires clearing of certain types of transactions currently traded OTC and imposes additional costs, including new reporting and margin requirements and will likely impose additional regulation on us. Our costs of risk mitigation are increasing under the Dodd-Frank Act. For example, increased margin requirements including the requirement to pledge initial margin for OTC cleared transactions entered into after June 10, 2013 and for OTC uncleared transactions entered into after the phase-in period, which would be applicable to us in 2019 if the U.S. Commodity Futures Trading Commission and the SEC adopt the final margin requirements for non-centrally cleared derivatives published by the Bank of International Settlements and International Organization of Securities Commissions in September 2013, combined with restrictions on securities that will qualify as eligible collateral, will require increased holdings of cash and highly liquid securities with lower yields causing a reduction in income. Centralized clearing of certain OTC derivatives exposes us to the risk of a default by a clearing member or clearinghouse with respect to our cleared derivative transactions. We use derivatives to mitigate a wide range of risks in connection with our business, including the impact of increased benefit exposures from certain of variable annuity products that offer enhanced guarantee features. We have always been subject to the risk that our hedging and other management procedures might prove ineffective in reducing the risks to which insurance policies expose us or that unanticipated policyholder behavior or mortality, combined with adverse market events, could produce economic losses beyond the scope of the risk management techniques employed. Any such losses could be increased by higher costs of writing derivatives (including customized derivatives) and the reduced availability of customized derivatives that might result from the enactment and implementation of the Dodd-Frank Act.

Broker-Dealer Regulation.     The Dodd-Frank Act provides that the SEC may promulgate rules to provide that the standard of conduct for all broker-dealers, when providing personalized investment advice about securities to retail customers (and any other customers as the SEC may by rule provide) will be the same as the standard of conduct applicable to an investment adviser under the Investment Advisers Act of 1940. Although the full impact of such a provision can only be measured when the implementing regulations are adopted, the intent of this provision is to authorize the SEC to impose on broker-dealers fiduciary duties to their customers, as applies to investment advisers under existing law. At the same time that the SEC is considering rulemaking as directed by the Dodd-Frank Act, FINRA has recently proposed and, in some cases, finalized significant additional rules of conduct affecting broker-dealers in a number of areas. The Department of Labor (“DOL”) has also been active in rulemaking activities which may potentially affect broker-dealer and investment advisory business, including the provision of increased compensation disclosure to qualified plans and possible expansion of the definition of a “fiduciary” under the Employment Retirement Income Security Act (“ERISA”). On February 23, 2015, the DOL stated that it would submit a revised version of the “conflict of interest” rule, expanding the definition of the term “fiduciary,” to the Office of Management and Budget (“OMB”). OMB generally has up to 90 days to review the rule, after which it will be published in proposed form, with a formal comment period, before it is finalized. The text of the proposal will not be made public until it is published.

International Regulation

In addition, regulators and lawmakers in non-U.S. jurisdictions are engaged in addressing the causes of the financial crisis and means of avoiding such crises in the future. On July 18, 2013, the International Association of Insurance Supervisors (“IAIS”) published an initial assessment methodology for designating global systemically important insurers (“GSIIs”), as part of the global initiative launched by the G20 with the assistance of the Financial Stability Board (the “FSB”) to identify global systemically important financial institutions (“G-SIFIs”). At the same date, the FSB also published its initial list of nine GSIIs, which includes our ultimate parent company, AXA. The framework policy measures for GSIIs, also published by the IAIS on July 18, 2013 for implementation by the GSIIs, include (1) new capital requirements, including (i) a “basic” capital requirement, formerly known as “Backstop Capital Requirement” (“BCR”) applicable to all GSIIs activities (ii) an

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additional level of capital, called “Higher Loss Absorbency” (“HLA”) capacities to be requested from GSIIs in relation to their systemic activities, (2) greater regulatory oversight over holding companies, (3) various measures to promote the structural and financial “self-sufficiency” of group companies and reduce group interdependencies, and (4) in general, a greater level of regulatory scrutiny for GSIIs (including a requirement to establish a Systemic Risk Management Plan (“SRMP”) and a Recovery and Resolution Plan (“RRP”)) which may entail significant new processes, reporting and compliance burdens (and costs) as well as potential reorganizations of certain businesses or activities. In its July 2013 report, the FSB noted that the group of G-SIIs would be updated annually based on new data and published by the FSB each November. In November 2014, the FSB, following consultation with the IAIS and national authorities, identified the same nine GSIIs that were identified in 2013, which includes AXA. These measures could have far reaching regulatory and competitive implications for the AXA Group, which in turn could materially affect our competitive position, consolidated results of operations, financial condition, liquidity and how we operate our business. For additional information, see “Risk Factors.”

Federal Tax Legislation

There are a number of existing, expiring, newly enacted and previously or currently proposed Federal tax initiatives that may also significantly affect us including, among others, the following.

Estate and Related Taxes.     Under Federal tax legislation the exemption amounts for estate, gift and generation skipping transfer (“GST”) taxes in the United States on estates, gifts or GST transfers exceeding $5 million per individual ($5.43 million for 2015, as indexed for inflation) will be subject to tax at a top rate of 40%. The permanence of the current estate tax with an inflation indexed exemption amount of $5 million, a top tax rate of 40% and “portability” which allows a surviving spouse to use a deceased spouse’s unused exemption could be expected to have an adverse impact on life insurance sales as a significant portion of our life insurance sales are made in conjunction with estate planning. At the same time, the higher gift tax exemption may encourage certain gifting techniques involving life insurance in larger estates. The President’s proposed 2016 budget (commonly referred to as the “Greenbook”) contains a provision to restore and permanently extend the estate, gift and GST exemptions and tax rates as they applied in 2009. Were the proposal to be enacted into law, it would be expected to have a potentially positive impact on life insurance sales used in conjunction with estate planning.

Income, Capital Gains and Dividend Tax Rates.     Federal tax legislation made permanent reduced income tax rates for individuals except those with taxable income of over approximately $400,000 per year (approximately $450,000 for a married couple on a joint tax return) who will now be subject to a top income tax rate of 39.6% (an increase from 35%) and a top long-term capital gains and dividend tax rate of 20% (an increase from 15%). Such changes may increase the tax appeal of cash value life insurance and annuity products for individuals in the higher tax bracket. The tax advantages of cash value life insurance and annuity products should increase favorably in view of higher income and capital gains tax rates and the application of a newly enacted 3.8% net investment income tax on investment type income for higher earning taxpayers beginning in 2013. The Greenbook contains a proposal to increase the top capital gains rate from 20% to 24.2%. Were the proposal to be enacted into law, it would be expected to further increase the tax appeal of cash value life insurance and annuity products for individuals subject to the higher tax rate.

Dividends Received Deduction.     The Greenbook included proposals, which if enacted, would affect the taxation of life insurance companies and certain life insurance products. In particular, the proposals would change the method used to determine the amount of dividend income received by a life insurance company on assets held in separate accounts established to support variable life insurance and variable annuity contracts that is eligible for the dividends received deduction (“DRD”). The proposal is similar to the proposal in the Tax Reform Act of 2014 (popularly known as the Camp Proposal) and proposals, included in prior year Greenbooks, which were not enacted. The DRD reduces the amount of dividend income subject to tax and is a significant component of the difference between our actual tax expense and expected amount determined using the federal statutory tax rate of 35%. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through legislation, could increase our actual tax expense and reduce our consolidated net earnings.

In addition, it is possible that the Treasury Department and the Internal Revenue Service may address through subsequent guidance the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. This may have a similar effect and increase our actual tax expense and reduce our consolidated net earnings.

Corporate Owned Life Insurance.     The Greenbook contained a recurring proposal, similar to proposals in 2010-2014 which, if enacted, would affect the treatment of certain corporate owned life insurance policies (“COLIs”). The proposal would limit a portion of a business entity’s interest deductions unless the insured person was a 20% or more owner of the business. If a proposal of this type were enacted, our sale of new COLIs, could be adversely affected. In its current form, the proposal would generally not affect in-force previously purchased COLI policies.

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Fee on Financial Entities.     The Greenbook also contained a proposal, which would apply a fee on financial entities with worldwide consolidated assets of more than $50 billion. The fee would apply to the covered liabilities (assets less equity based on audited financial statements with a deduction for separate accounts) of a financial entity. The rate of the fee applied to covered liabilities would be seven basis points, and the fee would be deductible in computing corporate income tax. Were the proposal to be enacted into law, it could reduce our consolidated net earnings.

Other Proposals.     The U.S. Congress may also consider proposals for, among other things, the comprehensive overhaul of the Federal tax law and/or tax incentives targeted particularly to lower and middle-income taxpayers. For example, as part of deficit reduction ideas being discussed, including, among others, the Camp Proposal, there may be renewed interest in tax reform options, which could present sweeping changes to many longstanding tax rules. One possible change includes the creation of new tax-favored savings accounts that would replace many existing qualified plan arrangements or new limits on the tax benefits available under existing qualified plan arrangements. Others would eliminate or limit certain tax benefits currently available to cash value life insurance and deferred annuity products. Enactment of these changes or similar alternatives would likely adversely affect new sales, and possibly funding and persistency of existing cash value life insurance and deferred annuity products. Finally, legislative proposals may introduce significant increases on the taxation of financial institutions, including, taxes on certain financial institutions to compensate for the funds dispersed during the most recent financial crisis, taxes on financial transactions, taxes on executive compensation, including bonuses, and changes to current insurance reserving methodologies.

Recent tax rulings indicate lifetime annuity guarantees can be placed upon mutual fund type investment portfolios outside the annuity contract. Such portfolios would not be tax-deferred but would be eligible to pass capital gain or loss and dividend treatment to the policyholders. Development of such new annuity designs could impact the attractiveness or pricing of current annuity guarantee designs but expand the market for such guarantees.

The current, rapidly changing economic environment and projections relating to government budget deficits may increase the likelihood of substantial changes to Federal tax law. Management cannot predict what, if any, legislation will actually be proposed or enacted based on these proposals or what other proposals or legislation, if any, may be introduced or enacted relating to our business or what the effect of any such legislation might be.

Broker-Dealer and Securities Regulation

We and certain policies and contracts offered by us are subject to regulation under the Federal securities laws administered by the SEC, self-regulatory organizations and under certain state securities laws. These regulators may conduct examinations of our operations, and from time to time make requests for particular information from us.

Certain subsidiaries and affiliates of AXA Equitable including, AXA Advisors, AXA Distributors, AllianceBernstein Investments, Inc., and SCB LLC are registered as broker-dealers (collectively, the “Broker-Dealers”) under the Exchange Act. The Broker-Dealers are subject to extensive regulation by the SEC and are members of, and subject to regulation by, the Financial Industry Regulatory Authority, Inc. (“FINRA”), a self-regulatory organization subject to SEC oversight. The Broker-Dealers are subject to the capital requirements of the SEC and/or FINRA, which specify minimum levels of capital (“net capital”) that the Broker-Dealers are required to maintain and also limit the amount of leverage that the Broker-Dealers are able to employ in their businesses. The SEC and FINRA also regulate the sales practices of the Broker-Dealers. In recent years, the SEC and FINRA have intensified their scrutiny of sales practices relating to variable annuities, variable life insurance and alternative investments, among other products. In addition, the Broker-Dealers are also subject to regulation by state securities administrators in those states in which they conduct business, who may also conduct examinations and direct inquiries to the Broker-Dealers.

The SEC, FINRA and other governmental regulatory authorities, including state securities administrators, may institute administrative or judicial proceedings that may result in censure, fines, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or member, its officers or employees or other similar sanctions.

Certain of our Separate Accounts are registered as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Separate Account interests under certain annuity contracts and insurance policies issued by us are also registered under the Securities Act of 1933, as amended (the “Securities Act”). EQAT and VIP Trust are registered as investment companies under the Investment Company Act and shares offered by these investment companies are also registered under the Securities Act. Many of the investment companies managed by AB, including a variety of mutual funds and other pooled investment vehicles, are registered with the SEC under the Investment Company Act, and, if appropriate, shares of these entities are registered under the Securities Act.

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Certain subsidiaries and affiliates of AXA Equitable including, AXA Equitable FMG, and AXA Advisors and AB and certain of its subsidiaries and affiliates are registered as investment advisors under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). The investment advisory activities of such registered investment advisors are subject to various Federal and state laws and regulations and to the laws in those foreign countries in which they conduct business. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. In case of such an event, the possible sanctions that may be imposed include the suspension of individual employees, limitations on engaging in business for specific periods, revocation of registration as an investment advisor, censures and fines.

AXA Equitable FMG is registered with the CFTC as a commodity pool operator and is also a member of the National Futures Association (“NFA”). AB and certain of its subsidiaries are also separately registered with the CFTC as commodity pool operators and commodity trading advisers; SCB LLC is also registered with the CFTC as a futures commissions merchant. The CFTC is a federal independent agency that is responsible for, among other things, the regulation of commodity interests and enforcement of the Commodity Exchange Act (“CEA”). The NFA is a self-regulatory organization to which the CFTC has delegated, among other things, the administration and enforcement of commodity regulatory registration requirements and the regulation of its members. As such, AXA Equitable FMG will be subject to regulation by the NFA and CFTC and will be subject to certain legal requirements and restrictions in the CEA and in the rules and regulations of the CFTC and the rules and by-laws of the NFA on behalf of itself and any commodity pools that it operates, including investor protection requirements and antifraud prohibitions, and will be subject to periodic inspections and audits by the CFTC and NFA. AXA Equitable FMG will also be subject to certain CFTC-mandated disclosure, reporting and recordkeeping obligations once the CFTC proposal seeking to harmonize CFTC requirements for investment companies that are also registered with the SEC are finalized. Violations of the rules of the CFTC or NFA could result in remedial actions including censures, fines, registration restrictions, trading prohibitions, limitations on engaging in business for specific periods or the revocations of CFTC registration or NFA membership.

Regulators, including the SEC, FINRA, CFTC, NFA and state attorneys general, continue to focus attention on various practices in or affecting the investment management and/or mutual fund industries, including portfolio management, valuation and the use of fund assets for distribution.

We and certain of our subsidiaries have provided, and in certain cases continue to provide, information and documents to the SEC, FINRA, CFTC, NFA, state attorneys general, state insurance regulators and other regulators regarding our compliance with insurance, securities and other laws and regulations regarding the conduct of our businesses. For example, we are responding to inquiries from the SEC requesting information with regard to contract language and accompanying disclosure for certain variable annuity contracts. For additional information on regulatory matters, see Note 17 of Notes to Consolidated Financial Statements.

Ongoing or future regulatory investigations could potentially result in fines, other sanctions and/or other costs.

ERISA Considerations

We provide certain products and services to employee benefit plans that are subject to ERISA and certain provisions of the Internal Revenue Code. As such, our activities are subject to the restrictions imposed by ERISA and the Internal Revenue Code, including the requirement that fiduciaries must perform their duties solely in the interests of plan participants and beneficiaries, and fiduciaries may not cause or permit a covered plan to engage in certain prohibited transactions with persons (parties-in-interest) who have certain relationships with respect to such plans. The applicable provisions of ERISA and the Internal Revenue Code are subject to enforcement by the U.S. Department of Labor, the Internal Revenue Service (“IRS”) and the Pension Benefit Guaranty Corporation.

Privacy of Customer Information

We are subject to federal and state laws and regulations which require financial institutions to protect the security and confidentiality of customer information, and to notify customers about their policies and practices relating to their collection and disclosure of customer information and their practices relating to protecting the security and confidentiality of that information. We have adopted a privacy policy outlining procedures and practices to be followed by members of the AXA Financial Group relating to the collection, disclosure and protection of customer information. A copy of the privacy policy is mailed to customers on an annual basis. Federal and state laws generally require that we provide notice to affected individuals, law enforcement, regulators and potentially others if there is a breach in which customer information is intentionally or accidentally disclosed to unauthorized third parties. Federal regulations require financial institutions to implement programs to detect, prevent, and mitigate identity theft. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to both consumers and

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customers, and also regulate the permissible uses of certain categories of customer information. Violation of these laws and regulations may result in significant fines and remediation costs. It may be expected that legislation considered by either the U.S. Congress and/or state legislatures could create additional and/or more detailed obligations relating to the use and protection of customer information.

Environmental Considerations

Federal, state and local environmental laws and regulations apply to our ownership and operation of real property. Inherent in owning and operating real property are the risk of environmental liabilities and the costs of any required clean-up. Under the laws of certain states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of clean-up, which could adversely affect our mortgage lending business. In some states, this lien may have priority over the lien of an existing mortgage against such property. In addition, in some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, we may be liable, in certain circumstances, as an “owner” or “operator,” for costs of cleaning-up releases or threatened releases of hazardous substances at a property mortgaged to us. We also risk environmental liability when we foreclose on a property mortgaged to us. However, Federal legislation provides for a safe harbor from CERCLA liability for secured lenders, provided that certain requirements are met. Application of various other federal and state environmental laws could also result in the imposition of liability on us for costs associated with environmental hazards.

We routinely conduct environmental assessments prior to making a mortgage loan or taking title to real estate, whether through acquisition for investment, or through foreclosure on real estate collateralizing mortgages. Although unexpected environmental liabilities can always arise, we seek to minimize this risk by undertaking these environmental assessments consistent with regulatory guidance and complying with our internal procedures. As a result, we believe that any costs associated with compliance with environmental laws and regulations or any clean-up of properties would not have a material adverse effect on our consolidated results of operations.

Intellectual Property

We rely on a combination of copyright, trademark, patent and trade secret laws to establish and protect our intellectual property rights. AXA Financial has entered into a licensing arrangement with AXA concerning the use by AXA Financial Group of the “AXA” name. In 2014, AXA Financial Group companies enhanced their brand identity in the marketplace by using AXA as the single brand for AXA Financial’s advice, retirement and life insurance lines of business. As a result of this branding initiative, we have simplified our brand in the U.S. marketplace to “AXA” from AXA Equitable. We also have an extensive portfolio of trademarks and service marks that we consider important in the marketing of our products and services. We regard our intellectual property as valuable assets and protect them against infringement.

AB has also registered a number of service marks with the U.S. Patent and Trademark Office and various foreign trademark offices, including the mark “AllianceBernstein.” The [A/B] logo and “Ahead of Tomorrow” are service marks of AB. In January 2015, AB established two new brand identities. Although the legal names of AB have not changed, the corporate entity, Institutions and Retail businesses now are referred to as “AB”. Private Wealth Management and Bernstein Research Services now are referred to as “AB Bernstein”. Also, AB adopted the [A/B] logo and “Ahead of Tomorrow” service marks described above. AB has acquired all of the rights and title in, and to, the Bernstein service marks, including the mark “Bernstein” and the W.P. Stewart & Co., Ltd. services marks, including the logo “WPSTEWART”.

Iran Threat Reduction and Syria Human Rights Act

AXA Financial, AXA Equitable and their global subsidiaries had no transactions or activities requiring disclosure under the Iran Threat Reduction and Syria Human Rights Act (“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 where 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. For additional information regarding AXA, see “Business - Parent Company.”

AXA has reported to us that six insurance policies underwritten by one of AXA’s European insurance subsidiaries, AXA France IARD (“AXA France”), that were in-force at times during 2014 and potentially came within the scope of the disclosure requirements of the Iran Act, were terminated during 2014. Each of these insurance policies related to property and

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casualty insurance (homeowners, auto, accident, liability and/or fraud policies) covering property located in France where the insured is a company or other entity that may have direct or indirect ties to the Government of Iran, including Iranian entities designated under Executive Orders 13224 and 13382. AXA France is a French company, based in Paris, which is licensed to operate in France. The annual aggregate revenue AXA derived from these policies was approximately $6,500 and the related net profit, which was difficult to calculate with precision, is estimated to have been $3,250.

AXA has informed us that AXA Konzern AG (“AXA Konzern”), a subsidiary of AXA organized under the laws of Germany, has a German client designated under Executive Order 13382. This client has a pension savings contract with AXA Konzern with an annual premium of approximately $15,000. The related annual net profit arising from this contract, which is difficult to calculate with precision, is estimated to be $7,500. This contract will end in March 2015. In addition, a subsidiary of the same German client has a life insurance contract (which includes a savings element) with AXA Konzern, with an annual premium of approximately $1,400. The related annual net profit arising from this contract, which is difficult to calculate with precision, is estimated to be $700. AXA Konzern intends to leave these contracts in place as there is no legal basis that would allow a German company to cancel such a contract.

AXA also has informed us that AXA Konzern provides car insurance to two diplomats based at the Iranian embassy in Berlin, Germany. The total annual premium of these policies is approximately $600 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $300. 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.

AXA previously informed us that AXA Konzern had taken actions to terminate property insurance provided to Industrial Commercial Services (“ICS”) for an office building in Hamburg, Germany. ICS is a company that some reports suggest may be owned by the Iranian Mines and Mining Industries Development and Renovation Organization, an entity designated as a Specially Designated National and Blocked Person (an “SDN”) by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) with the identifier [IRAN]. As of the date of this report, AXA Konzern has confirmed that this policy has been terminated. The annual premium in respect of this policy was approximately $2,500. The related annual net profit arising from this policy, which was difficult to calculate with precision, is estimated to have been $1,250.

In addition, AXA has informed us that AXA Ireland, an AXA insurance subsidiary, provides statutorily required car insurance under four 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 unless another insurer is willing to assume the cover. The total annual premium for these policies is approximately $6,000 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $3,000.

Also, AXA has informed us that AXA Sigorta, a 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. The total annual premium in respect of these policies is approximately $5,100 and the annual net profit, which is difficult to calculate with precision, is estimated to be $2,550. These policies will expire in 2015.

Lastly, AXA has informed us about a pension contract in place between a subsidiary in Hong Kong, AXA China Region Trustees Limited (“AXA CRT”), and Hong Kong Intertrade Ltd (“HKIL”), an entity that OFAC has designated an SDN with the identifier [IRAN]. There is only one employee of HKIL (“Employee”) enrolled in this pension contract, who himself also has been designated an SDN with the identifier [IRAN]. The pension contract with HKIL was entered into, and the enrollment of the Employee took place, in May 2012. HKIL was first designated an SDN in July 2012 and the Employee was first designated an SDN in May 2013. Local authorities have informed AXA CRT that the pension contract cannot be cancelled. The annual pension contributions received under this pension contract total approximately $7,800 and the related net profit, which is difficult to calculate with precision, is estimated to be $3,900.

The aggregate annual premiums for the above-referenced insurance policies and pension contracts is approximately $44,900, representing approximately 0.00003% of AXA’s 2014 consolidated revenues, which are likely to be approximately $100 billion. The related net profit, which is difficult to calculate with precision, is estimated to be $22,450, representing approximately 0.0003% of AXA’s 2014 aggregate net profit.

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PARENT COMPANY

AXA, our ultimate parent company, is the holding company for an international group of insurance and related financial services companies engaged in the financial protection and wealth management business. AXA is one of the world’s largest insurance groups, operating primarily in Europe, North America, the Asia/Pacific region and, to a lesser extent, in other regions including the Middle East, Africa and Latin America. AXA has five operating business segments: life and savings, property and casualty, international insurance, asset management and banking.

Neither AXA nor any affiliate of AXA has any obligation to provide additional capital or credit support to AXA Financial, AXA Equitable or any of its subsidiaries.

Voting Trust. In connection with AXA’s application to the Superintendent for approval of its acquisition of the capital stock of AXA Financial, AXA and the initial Trustees of the Voting Trust entered into a Voting Trust Agreement dated as of May 12, 1992 (as amended by the First Amendment, dated January 22, 1997, and as amended and restated by the Second Amended and Restated Voting Trust Agreement, dated April 29, 2011, the “Voting Trust Agreement”). Pursuant to the Voting Trust Agreement, AXA and its affiliates (“AXA Parties”) have deposited the shares of AXA Financial’s Common Stock held by them in the Voting Trust. The purpose of the Voting Trust is to ensure for insurance regulatory purposes that certain indirect minority shareholders of AXA will not be able to exercise control over AXA Financial or AXA Equitable.

AXA and any other holder of voting trust certificates will remain the beneficial owner of the shares deposited by it, except that the Trustees will be entitled to exercise all voting rights attached to the deposited shares so long as such shares remain subject to the Voting Trust. In voting the deposited shares, the Trustees must act to protect the legitimate economic interests of AXA and any other holders of voting trust certificates (but with a view to ensuring that certain indirect minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable). All dividends and distributions (other than those that are paid in the form of shares required to be deposited in the Voting Trust) in respect of deposited shares will be paid directly to the holders of voting trust certificates. If a holder of voting trust certificates sells or transfers deposited shares to a person who is not an AXA Party and is not (and does not, in connection with such sale or transfer, become) a holder of voting trust certificates, the shares sold or transferred will be released from the Voting Trust. The initial term of the Voting Trust ended in 2002 and the term of the Voting Trust has been extended, with the prior approval of the Superintendent, until April 29, 2021. Future extensions of the term of the Voting Trust remain subject to the prior approval of the Superintendent.

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Part I, Item 1A.

RISK FACTORS

In the course of conducting our business operations, we could be exposed to a variety of risks. This “Risk Factors” section provides a summary of some of the significant risks that have affected and could affect our business, consolidated results of operations or financial condition. In this section, the terms “we,” “us” and “our” refer to AXA Equitable. As noted below, risk factors relating to AB’s business, reported in the Investment Management segment, are specifically incorporated by reference herein.

Risks relating to conditions in the capital markets and economy

Conditions in the global capital markets and the economy could adversely affect our business, consolidated results of operations and financial condition.

Our business, consolidated results of operations and financial condition are materially affected by conditions in the global capital markets and the economy generally. While financial markets in the U.S. generally continued to perform well in 2014, a wide variety of factors continue to impact economic conditions and consumer confidence. These factors include, among others, concerns over the pace of the economic recovery, continued low interest rates, the U.S. Federal Reserve’s plan to raise short term interest rates, the strength of the U.S. Dollar, global economic factors including quantitative easing or similar programs by the European Central Bank, volatile energy costs, and geopolitical issues. Given our interest rate and equity market exposure, certain of these factors could have an adverse effect on us. Our revenues may decline, our profit margins could erode and we could incur significant losses.

Factors such as consumer spending, business investment, government spending, the volatility and strength of the equity markets, interest rates, deflation and inflation all affect the business and economic environment and, ultimately, the amount and profitability of our business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our financial and insurance products could be adversely affected. In addition, the levels of surrenders and withdrawals of our variable life and annuity contracts we face may be adversely impacted. Our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our business, consolidated results of operations and financial condition. See “Business – Products” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Continuing Operations by Segment.”

Interest rate fluctuations and/or prolonged periods of low interest rates may negatively impact our business, consolidated results of operations and financial condition.

Some of our life insurance and annuities products and certain of our investment products, and our investment returns, are sensitive to interest rate fluctuations, and changes in interest rates may adversely affect our investment returns and results of operations, including in the following respects:

• changes in interest rates may reduce the spread on some of our products between the amounts that we are required to pay under the contracts and the rate of return we are able to earn on our general account investments supporting the contracts. When interest rates decline, we have to reinvest the cash income from our investments in lower yielding instruments, potentially reducing net investment income. Since many of our policies and contracts have guaranteed minimum interest or crediting rates or limit the resetting of interest rates, the spreads could decrease and potentially become negative. When interest rates rise, we may not be able to replace the assets in our general account as quickly with the higher yielding assets needed to fund the higher crediting rates necessary to keep these products and contracts competitive, which may result in higher lapse rates;

• when interest rates rise, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as policyholders seek to buy products with perceived higher returns, requiring us to sell investment assets potentially resulting in realized investment losses, or requiring us to accelerate the amortization of DAC;

• a decline in interest rates accompanied by unexpected prepayments of certain investments may result in reduced investment income and a decline in our profitability. An increase in interest rates accompanied by unexpected extensions of certain lower yielding investments may result in a decline in our profitability;

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• changes in the relationship between long-term and short-term interest rates may adversely affect the profitability of some of our products;

• changes in interest rates could result in changes to the fair value of our GMIB reinsurance contracts, which could increase the volatility of our earnings;

• changes in interest rates may adversely impact our liquidity and increase our costs of financing;

• our mitigation efforts with respect to interest rate risk are primarily focused on maintaining an investment portfolio with diversified maturities that has a weighted average duration that is approximately equal to the duration of our estimated liability cash flow profile. However, our estimate of the liability cash flow profile may turn out to be inaccurate. In addition, there are practical and capital market limitations on our ability to accomplish this matching. Due to these and other factors we may need to liquidate investments prior to maturity at a loss in order to satisfy liabilities or be forced to reinvest funds in a lower rate environment;

• although we take measures, including hedging strategies utilizing derivative instruments, to manage the economic risks of investing in a changing interest rate environment, we may not be able to effectively mitigate, and we may sometimes choose based on economic considerations and other factors not to fully mitigate or to increase the interest rate risk of our assets relative to our liabilities; and

• for certain of our products, a delay between the time we make changes in interest rate and other assumptions used for product pricing and the time we are able to reflect these assumptions in products available for sale may negatively impact the long-term profitability of products sold during the intervening period.

Recent periods have been characterized by low interest rates. A prolonged period during which interest rates remain at levels lower than those anticipated may result in greater costs associated with certain of our product features which guarantee death benefits or income streams for stated periods or for life; higher costs for derivative instruments used to hedge certain of our product risks; or shortfalls in investment income on assets supporting policy obligations as our portfolio earnings decline over time, each of which may require us to record charges to increase reserves. In addition to compressing spreads and reducing net investment income, such an environment may cause policies to remain in force for longer periods than we anticipated in our pricing, potentially resulting in greater claims costs than we expected and resulting in lower overall returns on business in force.

Equity market declines and volatility may adversely affect our business and consolidated results of operations and financial condition.

Declines or volatility in the equity markets can negatively impact our investment returns as well as our business and profitability. For example, equity market declines and/or volatility may, among other things:

• decrease the account values of our variable life and annuity contracts which, in turn, reduces the amount of revenue we derive from fees charged on those account and asset values. At the same time, for annuity contracts that provide enhanced guarantee features, equity market declines and/or volatility increases the amount of our potential obligations related to such enhanced guarantee features and may increase the cost of executing product guarantee related hedges beyond what was anticipated in the pricing of the products being hedged. This could result in an increase in claims and reserves related to those contracts, net of any reinsurance reimbursements or proceeds from our hedging programs;

• can influence policyholder behavior, which may adversely impact the levels of surrenders, withdrawals and amounts of withdrawals of our variable life and annuity contracts or cause policyholders to reallocate a portion of their account balances to more conservative investment options (which may have lower fees), which could negatively impact our future profitability and/or increase our benefit obligations particularly if they were to remain in such options during an equity market increase;

• negatively impact the value of equity securities we hold for investment, including our investment in AB, thereby reducing our statutory capital;

• reduce demand for variable products relative to fixed products;

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• lead to changes in estimates underlying our calculations of DAC that, in turn, could accelerate our DAC amortization and reduce our current earnings;

• result in changes to the fair value of our GMIB reinsurance contracts, which could increase the volatility of our earnings; and

• decrease the value of assets held to fund payments to employees from our qualified pension plan, which could result in increased pension plan costs.

Market conditions and other factors could adversely affect our goodwill and negatively impact our consolidated results of operations and financial condition.

Business and market conditions may impact the amount of goodwill related to the Investment Management segment we carry in our consolidated balance sheet. As the value of certain of our businesses is significantly impacted by such factors as the state of the financial markets and ongoing operating performance, significant deterioration or prolonged weakness in the financial markets or economy generally, or our failure to meet operating targets which in some respects are ambitious, could adversely impact goodwill impairment testing and also may require more frequent testing for impairment. Any impairment would reduce the recorded goodwill amount with a corresponding charge to earnings, which could be material. See “Management’s Discussion and Analysis of Financial Condition – Critical Accounting Estimates” and Note 4 of Notes to Consolidated Financial Statements.

Risks relating to the nature of our business, the products we offer and our structure

Our reinsurance and hedging programs may be inadequate to protect us against the full extent of the exposure or losses we seek to mitigate.

Certain of our products contain enhanced guarantee features and/or minimum crediting rates. Downturns in equity markets, increased equity volatility, and/or reduced interest rates could result in an increase in the valuation of liabilities associated with such products, resulting in increases in reserves and reductions in net earnings. In the normal course of business, we seek to mitigate some of these risks to which our business is subject through our reinsurance and hedging programs. However, these programs cannot eliminate all of the risks and no assurance can be given as to the extent to which such programs will be effective in reducing such risks.

Reinsurance.     We utilize reinsurance to mitigate a portion of the risks that we face, principally in certain of our in-force life insurance and annuity products with regard to mortality, and in certain of our annuity products with regard to a portion of the enhanced guarantee features. Under our reinsurance arrangements, other insurers assume a portion of the obligation to pay claims and related expenses to which we are subject. However, we remain liable as the direct insurer on all risks we reinsure and, therefore, are subject to the risk that our reinsurer is unable or unwilling to pay or reimburse claims at the time demand is made. Although we evaluate periodically the financial condition (including the applicable capital requirements) of our reinsurers, the inability or unwillingness of a reinsurer to meet its obligations to us (or the inability to collect under our reinsurance treaties for any other reason) could have a material adverse impact on our consolidated results of operations and financial condition. See “Business – Reinsurance and Hedging” and Notes 8 and 9 of Notes to Consolidated Financial Statements.

We are continuing to utilize reinsurance to mitigate a portion of our risk on certain new life insurance sales. Prolonged or severe adverse mortality or morbidity experience could result in increased reinsurance costs, and ultimately may reduce the availability of reinsurance for future life insurance sales. If, for new sales, we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would either have to be willing to accept an increase in our net exposures, revise our pricing to reflect higher reinsurance premiums or limit the amount of new business written on any individual life. If this were to occur, we may be exposed to reduced profitability and cash flow strain or we may not be able to price new business at competitive rates.

Hedging Programs.     We utilize a hedging program to mitigate a portion of the unreinsured risks we face in, among other areas, the enhanced guarantee features of our annuity products and minimum crediting rates on our life and annuity products from unfavorable changes in benefit exposures due to movements in the equity markets and interest rates. In certain cases, however, we may not be able to apply these techniques to effectively hedge these risks because the derivative market(s) in question may not be of sufficient size or liquidity or there could be an operational error in the application of our hedging strategy or for other reasons. The operation of our hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates and amounts of withdrawals, election rates, fund performance, market volatility, interest rates and correlation among various market movements. There can be no

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assurance that ultimate actual experience will not differ materially from our assumptions, particularly (but not only) during periods of high market volatility, which could adversely impact consolidated results of operations and financial condition. For example, in the past, due to, among other things, levels of volatility in the equity and interest rate markets above our assumptions as well as deviations between actual and assumed surrender and withdrawal rates, gains from our hedging programs did not fully offset the economic effect of the increase in the potential net benefits payable under the guarantees offered in certain of our products. If these circumstances were to reoccur in the future or if, for other reasons, results from our hedging programs in the future do not correlate with the economic effect of changes in benefit exposures to customers, we could experience economic losses which could have a material adverse impact on our consolidated results of operations and financial condition.

Our hedging programs do not directly hedge our statutory capital position. Additionally, we may choose to hedge these risks on a basis that does not correspond to their anticipated or actual impact upon our results of operations or financial position under U.S. GAAP, which may decrease our earnings or increase the volatility of our results of operations or financial position. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Continuing Operations By Segment.”

See “Business – Reinsurance and Hedging” and Notes 2, 8 and 9 of Notes to Consolidated Financial Statements.

Our reinsurance arrangements with AXA Arizona may be adversely impacted by changes to policyholder behavior assumptions under the reinsured contracts, the performance of AXA Arizona’s hedge program, its liquidity needs, its overall financial results and changes in regulatory requirements regarding the use of captives.

We currently reinsure to AXA Arizona, an indirect, wholly-owned subsidiary of AXA Financial, a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders 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 universal life 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. Under applicable statutory accounting rules, we are entitled to a credit in its calculation of reserves for amounts reinsured to AXA Arizona to the extent AXA Arizona holds assets in an irrevocable trust and/or letters of credit. Under the reinsurance transactions, AXA Arizona is permitted to transfer assets from the trusts under certain circumstances. The level of assets required to be maintained in the trust fluctuates based on market and interest rate movements, mortality experience and policyholder behavior (i.e., the exercise or non-exercise of rights by policyholders under the contracts including, but not limited to, lapses and surrenders, withdrawal rates and amounts and contributions). Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could impact AXA Arizona’s liquidity.

In addition, like AXA Equitable, AXA Arizona employs a dynamic hedging strategy which utilizes derivative instruments as well as repurchase agreement transactions that are collectively managed to help reduce the economic impact of unfavorable changes to GMDB and GMIB reserves. The terms of these instruments in many cases require AXA Arizona to post collateral for the benefit of counterparties or cash settle hedges when there is a decline in the estimated fair value of specified instruments. This would occur, for example, as interest rates and/or equity markets rise and AXA Arizona may not be permitted to transfer assets from the trust under the terms of the reinsurance treaty.

While management believes that AXA Arizona has adequate liquidity and credit facilities to deal with a range of market scenarios and increasing reserve requirements, larger market movements, including but not limited to a significant increase in interest rates, could require AXA Arizona to post more collateral or cash settle more hedges than its own resources would permit. While AXA Arizona’s management intends to take all reasonable steps to maintain adequate sources of liquidity to meet AXA Arizona’s obligations, there can be no assurance that such sources will be available in all market scenarios. The potential inability of AXA Arizona to post such collateral or cash settle such hedges could cause AXA Arizona to reduce the size of its hedging programs, which could ultimately adversely impact AXA Arizona’s ability to perform under the reinsurance arrangements and our ability to receive full statutory reserve credit for the reinsurance arrangements.

Recently, the NAIC, the NYDFS and others have been scrutinizing and further regulating insurance companies’ use of affiliated captive reinsurers or off-shore entities. In addition, a number of lawsuits have been filed against insurance companies, including AXA Equitable, over the use of captive reinsurers. For additional information, see “Business – Regulation – Insurance Regulation” and Note 17 of Notes to Consolidated Financial Statements. If the NYDFS or other state insurance regulators were to restrict the use of such captive reinsurers or if we otherwise are unable to continue to use a captive reinsurer, the capital management benefits we receive under this reinsurance arrangement could be adversely affected which could adversely affect our competitive position, capital and financial condition and results of operations.

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The inability to secure additional required capital and/or liquidity in the circumstances described above could have a material adverse effect on our business, consolidated results of operations and/or financial condition.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources and Note 11 of Notes to Consolidated Financial Statements.

Our products are subject to extensive regulation and failure to meet any of the complex product requirements may reduce profitability.

Our products are subject to a complex and extensive array of state and federal tax, securities, insurance and employee benefit plan laws and regulations, which are administered and enforced by a number of different governmental and self-regulatory authorities, including, among others, state insurance regulators, state securities administrators, state banking authorities, the SEC, FINRA, the Department of Labor and the IRS.

For example, U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code. Additionally, state and federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering and distribution and administration. Failure to administer product features in accordance with contract provisions or applicable law, or to meet any of these complex tax, securities, or insurance requirements could subject us to administrative penalties imposed by a particular governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, litigation, harm to our reputation or interruption of our operations. If this were to occur, it could adversely impact our profitability, results of operations and financial condition.

The amount of statutory capital that we have and the amount of statutory capital we must hold to meet our statutory capital requirements and our financial strength and credit ratings can vary significantly from time to time.

Statutory accounting standards and capital and reserve requirements for AXA Equitable are prescribed by the applicable state insurance regulators and the NAIC. State insurance regulators have established regulations that govern reserving requirements and provide minimum capitalization requirements based on risk-based capital (“RBC”) ratios for life insurance companies. This RBC formula establishes capital requirements relating to insurance, business, asset and interest rate risks, including equity, interest rate and expense recovery risks associated with variable annuities and group annuities that contain death benefits or certain living benefits. In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors, including but not limited to the amount of statutory income or losses we generate (which itself is sensitive to equity market and credit market conditions), changes in reserves, the amount of additional capital we must hold to support business growth, changes in equity market levels, the value of certain fixed-income and equity securities in our investment portfolio (including the value of AB units), changes in interest rates, as well as changes to existing RBC formulas. Additionally, state insurance regulators have significant leeway in how to interpret existing regulations, which could further impact the amount of statutory capital or reserves that we must maintain. We are primarily regulated by the NYDFS, which from time to time has taken more stringent positions than other state insurance regulators on matters affecting, among other things, statutory capital and/or reserves. In certain circumstances, particularly those involving significant market declines, the effect of these more stringent positions may be that our financial condition appears to be worse than competitors who are not subject to the same stringent standards, which could have a material adverse impact on our competitiveness, results of operations and/or financial condition. Moreover, rating agencies may implement changes to their internal models that have the effect of increasing or decreasing the amount of capital we must hold in order to maintain our current ratings. To the extent that our statutory capital resources are deemed to be insufficient to maintain a particular rating by one or more rating agencies, our financial strength and credit ratings might be downgraded by one or more rating agencies. There can be no assurance that we will be able to maintain our current RBC ratio in the future or that our RBC ratio will not fall to a level that could have a material adverse effect on our business and consolidated results of operations or financial condition.

Changes in statutory reserve or other requirements and/or the impact of adverse market conditions could result in changes to our product offerings that could negatively impact our business.

Changes in statutory reserve or other requirements, increased costs of hedging, other risk mitigation techniques and financing and other adverse market conditions could result in certain products becoming less profitable or unprofitable. These circumstances may cause us to modify and/or eliminate certain features of various products and/or cause the suspension or cessation of sales of certain products in the future. Any modifications to products that we may make could result in certain of our products being less attractive and/or competitive. This could adversely impact sales, which could negatively impact AXA Advisors’ ability to retain its sales personnel and our ability to maintain our distribution relationships. This, in turn, may negatively impact our business and consolidated results of operations and financial condition.

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A downgrade in our financial strength and claims-paying ratings could adversely affect our business and consolidated results of operations and financial condition.

Claims-paying and financial strength ratings are important factors in establishing the competitive position of insurance companies. A downgrade of our ratings or those of AXA and/or AXA Financial could adversely affect our business and results of operations by, among other things, reducing new sales of our products, increasing surrenders and withdrawals from our existing contracts, possibly requiring us to reduce prices or take other actions for many of our products and services to remain competitive, or adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance. A downgrade in our ratings may also adversely affect our cost of raising capital or limit our access to sources of capital.

AXA Financial could sell life insurance and annuities through another one of its insurance subsidiaries which would result in reduced sales of our products and total revenues.

We are a wholly owned subsidiary of AXA Financial, a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management products and services. As part of AXA Financial’s ongoing efforts to efficiently manage capital amongst its insurance subsidiaries, improve the quality of the product line-up of its insurance subsidiaries and enhance the overall profitability of AXA Financial Group, AXA Financial could sell life insurance and/or annuities through another one of its insurance subsidiaries. For example, most sales of indexed life insurance to policyholders located outside of New York are issued through MONY America, another life insurance subsidiary of AXA Financial, instead of AXA Equitable. It is expected that AXA Financial will continue to issue newly developed life insurance products to policyholders located outside of New York through MONY America instead of AXA Equitable. This has impacted and may continue to reduce sales of our products outside of New York and our total revenues. Since future decisions regarding product development depend on factors and considerations not yet known, management is unable to predict the extent to which additional products will be offered through MONY America instead of AXA Equitable or the impact to AXA Equitable.

Our consolidated results of operations and financial condition depend in significant part on the performance of AB’s business.

AB is a principal subsidiary of AXA Equitable. Consequently, the results of operations and financial condition of AXA Equitable depend in significant part on the performance of AB’s business. For information regarding risk factors associated with AB and its business, see “Item 1A – Risk Factors” included in AB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which item is incorporated into this section by reference to Exhibit 13.1 filed with this Report.

The ability of financial professionals associated with AXA Advisors and AXA Network to sell our competitors’ products could result in reduced sales of our products and revenues.

Most of the financial professionals associated with AXA Advisors and AXA Network can sell annuity and life insurance products of competing unaffiliated insurance companies. To the extent the financial professionals sell our competitors’ products rather than our products, we will experience reduced sales and revenues.

The inability of AXA Advisors and AXA Network to recruit, motivate and retain experienced and productive financial professionals and our inability to recruit, motivate and retain key employees may adversely affect our business.

Financial professionals associated with AXA Advisors and AXA Network and our key employees are key factors driving our sales. Intense competition exists among insurers and other financial services companies for financial professionals and key employees. Companies compete for financial professionals principally with respect to compensation policies, products and sales support. Competition is particularly intense in the hiring and retention of experienced financial professionals. Although we believe that we and AXA Advisors and AXA Network offer key employees and financial professionals a strong value proposition, we cannot provide assurances that we and/or AXA Advisors and AXA Network will be successful in our respective efforts to recruit, motivate and retain key employees and top financial professionals.

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Risks relating to estimates, assumptions and valuations

Our reserves could be inadequate due to differences between our actual experience and management’s estimates and assumptions.

We establish and carry reserves to pay future policyholder benefits and claims. Our reserve requirements for our direct and reinsurance assumed business are calculated based on a number of estimates and assumptions, including estimates and assumptions related to future mortality, morbidity, interest rates, future equity performance, reinvestment rates, persistency, claims experience, and policyholder elections (i.e., the exercise or non-exercise of rights by policyholders under the contracts). Examples of policyholder elections include, but are not limited to, lapses and surrenders, withdrawals and amounts of withdrawals, and contributions and the allocation thereof. The assumptions and estimates used in connection with the reserve estimation process are inherently uncertain and involve the exercise of significant judgment. We periodically review the adequacy of reserves and the underlying assumptions and make adjustments when appropriate. We cannot, however, determine with precision the amounts that we will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level assumed prior to payment of benefits or claims. Our claim costs could increase significantly and our reserves could be inadequate if actual results differ significantly from our estimates and assumptions. If so, we will be required to increase reserves or reduce DAC, which could adversely impact our earnings and/or capital. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Critical Accounting Estimates.”

Our profitability may decline if mortality rates or persistency rates differ significantly from our pricing expectations.

We set prices for many of our insurance and annuity products based upon expected claims and payment patterns, using assumptions for mortality rates of our policyholders. In addition to the potential effect of natural or man-made disasters, significant changes in mortality could emerge gradually over time, due to changes in the natural environment, the health habits of the insured population, the economic environment, or other factors. Pricing of our insurance and annuity products are also based in part upon expected persistency of these products, which is the probability that a policy or contract will remain in force from one period to the next. Persistency within our annuities products may be significantly impacted by the value of guaranteed minimum benefits contained in many of our variable annuity products being higher than current account values in light of poor equity market performance or extended periods of low interest rates as well as other factors. Results may also vary based on differences between actual and expected premium deposits and withdrawals for these products. Persistency within our life products may be significantly impacted by, among other things, conditions in the capital markets, the changing needs of our policyholders, the manner in which a product is marketed or illustrated, and competition, including the availability of new products. The development of a secondary market for life insurance, including life settlements or “viaticals” and investor owned life insurance, and to a lesser extent third party investor strategies in the annuities market, could adversely affect the profitability of existing business and our pricing assumptions for new business. Significant deviations in actual experience from our pricing assumptions could have an adverse effect on the profitability of our products. Although some of our products permit us to increase premiums or adjust other charges and credits during the life of the policy or contract, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability. Many of our products do not permit us to increase premiums or adjust other charges and credits or limit those adjustments during the life of the policy or contract.

Our earnings are impacted by DAC estimates that are subject to change.

Our earnings for any period depend in part on the amount of our life insurance and annuity product acquisition costs (including commissions, underwriting, agency and policy issue expenses) that can be deferred and amortized rather than expensed immediately. They also depend in part on the pattern of DAC amortization and the recoverability of DAC which is based on models involving numerous estimates and subjective judgments, including those regarding investment results including, hedging costs, Separate Account performance, Separate Account fees, mortality and expense margins, expected market rates of return, lapse rates and anticipated surrender charges. These estimates and judgments are required to be revised periodically and adjusted as appropriate. Revisions to our estimates may result in a change in DAC amortization, which could negatively impact our earnings.

We use financial models that rely on a number of estimates, assumptions and projections that are inherently uncertain and which may contain errors.

We use models in our hedging programs and many other aspects of our operations, including but not limited to, product development and pricing, capital management, the estimation of actuarial reserves, the amortization of DAC, the fair value of the GMIB reinsurance contracts and the valuation of certain other assets and liabilities. These models rely on estimates, assumptions and projections that are inherently uncertain and involve the exercise of significant judgment. Due to the complexity of such models, it is possible that errors in the models could exist and our controls could fail to detect such errors. Failure to detect such errors could result in a negative impact to our consolidated results of operations and financial position.

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The determination of the amount of allowances and impairments taken on our investments is subjective and could materially impact our consolidated results of operations and financial condition.

The determination of the amount of allowances and impairments vary by investment type and is based upon our evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates its evaluations regularly and reflects changes in allowances and impairments in operations as such evaluations are revised. There can be no assurance that management’s judgments, as reflected in our financial statements, will ultimately prove to be an accurate estimate of the actual and eventual diminution in realized value. Furthermore, additional impairments may need to be taken or allowances provided for in the future.

Credit and counterparty and investments related risks

Our requirements to pledge collateral or make payments related to declines in estimated fair value of specified assets may adversely affect our liquidity and expose us to counterparty credit risk.

Some of our transactions with financial and other institutions specify the circumstances under which the parties are required to pledge collateral related to any decline in the market value of the specified assets. In addition, under the terms of some of our transactions, we may be required to make payments to our counterparties related to any decline in the market value of the specified assets. The amount of collateral we may be required to pledge and the payments we may be required to make under these agreements may increase under certain circumstances, which could adversely affect our liquidity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

If the counterparties to the derivative instruments we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could materially adversely affect our financial condition and results of operations.

We use derivative instruments to hedge various business risks. We enter into a variety of derivative instruments, including, among other things, exchanged traded futures contracts, over the counter derivative contracts and repurchase agreement transactions, with a number of counterparties. The vast majority of our over the counter derivative positions are subject to collateral agreements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Derivatives.” If our counterparties fail or refuse to honor their obligations under these derivative instruments, we could face significant losses to the extent collateral agreements do not fully offset our exposures. Such failure could have a material adverse effect on our consolidated financial condition and results of operations.

Losses due to defaults, errors or omissions by third parties, including outsourcing relationships, could materially adversely impact our business and consolidated results of operations and financial condition.

We depend on third parties that owe us money, securities or other assets to pay or perform under their obligations. These parties include the issuers whose securities we hold in our investment portfolios, borrowers under the mortgage loans we make, customers, trading counterparties, counterparties under swap and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons.

We also depend on third parties in other contexts. For example, in establishing the amount of the liabilities and reserves associated with the risks assumed in connection with reinsurance pools and arrangements, we rely on the accuracy and timely delivery of data and other information from ceding companies. In addition, as investment manager and administrator of several mutual funds, we rely on various affiliated and unaffiliated subadvisors to provide day-to-day portfolio management services for each investment portfolio.

We also rely on third parties to whom we outsource certain technology platforms, information systems and administrative functions, including records retention. If we do not effectively implement and manage our outsourcing strategy, third party vendor providers do not perform as anticipated, such vendors’ internal controls fail or are inadequate, or we experience technological or other problems associated with outsourcing transitions, we may not realize anticipated productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and reputational damage.

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Losses associated with defaults or other failures by these third parties and outsourcing partners upon whom we rely could materially adversely impact our business, and consolidated results of operations and financial condition.

Some of our investments are relatively illiquid and may be difficult to sell, or to sell in significant amounts at acceptable prices, to generate cash to meet our needs.

We hold certain investments that may lack liquidity, such as privately placed fixed maturity securities, mortgage loans, commercial mortgage backed securities, equity real estate and limited partnership interests. These asset classes represented approximately 30% of the carrying value of our total cash and invested assets as of December 31, 2014. Although we seek to adjust our cash and short-term investment positions to minimize the likelihood that we would need to sell illiquid investments, if we were required to liquidate these investments on short notice, we may have difficulty doing so and be forced to sell them for less than we otherwise would have been able to realize. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Accounts Investment Portfolio.”

Gross unrealized losses on fixed maturity and equity securities may be realized or result in future impairments, resulting in a reduction in our net earnings.

Fixed maturity and equity securities classified as available-for-sale are reported at fair value. Unrealized gains or losses on available-for-sale securities are recognized as a component of other comprehensive income (loss) and are, therefore, excluded from net earnings. Our gross unrealized losses on fixed maturity and equity securities at December 31, 2014 were approximately $257 million. The accumulated change in estimated fair value of these available-for-sale securities is recognized in net earnings when the gain or loss is realized upon the sale of the security or in the event that the decline in estimated fair value is determined to be other-than-temporary and an impairment charge to earnings is taken. Realized losses or impairments may have a material adverse effect on our net earnings in a particular quarterly or annual period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Accounts Investment Portfolio.”

Legal and regulatory risks

We are heavily regulated, and changes in regulation may reduce our profitability and limit our growth.

Insurance Regulation:     We are subject to a wide variety of insurance and other laws and regulations. State insurance laws regulate most aspects of our insurance business. We are domiciled in New York and are primarily regulated by the NYDFS and by the states in which we are licensed. See “Business – Regulation”.

Our products are highly regulated and approved by the individual state regulators where such products are sold. State insurance regulators and the NAIC regularly reexamine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, including, potentially rescinding prior product approvals, are often made for the benefit of the consumer at the expense of the insurer and, thus, could have a material adverse effect on our financial condition and consolidated results of operations. See “Business – Regulation – Insurance Regulation” and “Business – Regulation – NAIC.”

U.S. Federal Regulation Affecting Insurance:     Currently, the U.S. federal government does not directly regulate the business of insurance. While the Dodd-Frank Act does not remove primary responsibility for the supervision and regulation of insurance from the states, Title V of the Act establishes the FIO within the U.S. Treasury Department and reforms the regulation of the non-admitted property and casualty insurance market and the reinsurance market. Federal legislation and administrative policies can significantly and adversely affect insurance companies, including policies regarding financial services regulation, securities regulation, derivatives regulation, pension regulation, health care regulation, privacy, tort reform legislation and taxation. In addition, various forms of direct and indirect federal regulation of insurance have been proposed from time to time, including proposals for the establishment of an optional federal charter for insurance companies. Other aspects of our insurance operations could also be affected by Dodd-Frank. For example, the Dodd-Frank Act includes a new framework of regulation of the OTC derivatives markets. See “Business – Regulation – Dodd-Frank Wall Street Reform and Consumer Protection Act.”

Regulation of Brokers and Dealers:     In addition, the Dodd-Frank Act provides that the SEC may promulgate rules to provide that the standard of conduct for all broker-dealers, when providing personalized investment advice about securities to retail customers (and any other customers as the SEC may by rule provide) will be the same as the standard of conduct applicable to an investment adviser under the Investment Advisers Act of 1940. The DOL also has been active in rulemaking activities which may impact broker-dealer and investment advisory business, including the provision for increased compensation disclosure to qualified plans and possible expansion of the definition of a “fiduciary” under ERISA. See “Business — Regulation — Dodd-Frank Wall Street Reform and Consumer Protection Act – Broker-Dealer Regulation.”

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International Regulation:     In addition, regulators and lawmakers in non-U.S. jurisdictions are engaged in addressing the causes of the financial crisis and means of avoiding such crises in the future. For example, the FSB has identified nine G-SIIs, which includes AXA, our parent company. While the precise implications of being designated a G-SII are not yet clear, it could have far reaching regulatory and competitive implications for the AXA Group and adversely impact AXA’s capital requirements, profitability, the fungibility of AXA’s capital and ability to provide capital/financial support for AXA Group companies, including potentially AXA Equitable, AXA’s ability to grow through future acquisitions, change the way AXA conducts its business and AXA’s overall competitive position in relation to insurance groups that are not designated G-SIIs. All of these possibilities, if they occurred, could affect the way we conduct our business (including, for example, which products we offer) and manage capital, and may require us to satisfy increased capital requirements, all of which in turn could materially affect our competitive position, consolidated results of operations, financial condition and liquidity. See “Business – Regulation – International Regulation.”

General: From time to time, regulators raise issues during examinations or audits of us and regulated subsidiaries that could, if determined adversely, have a material impact on us. In addition, the interpretations of regulations by regulators may change and statutes may be enacted with retroactive impact, particularly in areas such as accounting or statutory reserve requirements. We are also subject to other regulations and may in the future become subject to additional regulations. See “Business — Regulation.” Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase our direct and indirect compliance and other expenses of doing business, thus having a material adverse effect on our consolidated results of operations and financial condition.

Legal and regulatory actions could have a material adverse effect on our business and consolidated results of operations and financial condition.

A number of lawsuits have been filed or commenced against life and health insurers and asset managers in the jurisdictions in which we do business. These actions and proceedings involve, among other things, insurers’ sales practices, alleged agent misconduct, failure to properly supervise agents, product design, features and accompanying disclosure, the use of captive reinsurers, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters. Some of these lawsuits have resulted in the award of substantial judgments against other insurers, including material amounts of punitive damages, or in substantial settlements. In some states, juries have substantial discretion in awarding punitive damages.

We and our subsidiaries, like other life and health insurers, are involved in such litigation and our consolidated results of operations and financial position could be affected by defense and settlement costs and any unexpected material adverse outcomes in such litigations as well as in other material litigations pending against us. The frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given matter.

In addition, examinations by Federal and state regulators and other governmental and self-regulatory agencies including, among others, the SEC, state attorneys general, insurance and securities regulators and FINRA could result in adverse publicity, sanctions, fines and other costs. We have provided and, in certain cases, continue to provide information and documents to the SEC, FINRA, state attorneys general, state insurance departments and other regulators on a wide range of issues. At this time, management cannot predict what actions the SEC, FINRA and/or other regulators may take or what the impact of such actions might be. See “Business – Regulation” and Note 17 of Notes to Consolidated Financial Statements.

Changes in U.S. tax laws and regulations may adversely affect sales of our products and our profitability.

Currently, U.S. tax law provisions afford certain benefits to life insurance and annuity products. The nature and extent of competition and the markets for our life insurance and annuity products and our profitability may be materially affected by changes in tax laws and regulations, including changes relating to savings and retirement funding. Adverse changes could include, among many other things, the introduction of current taxation of increases in the account value of life insurance and annuity products, improved tax treatment of mutual funds or other investments as compared to insurance products or repeal of the Federal estate tax. Management cannot predict what proposals may be made, what legislation, if any, may be introduced or enacted or what the effect of any such legislation might be. See “Business – Regulation – Federal Tax Legislation.”

1A-10

Changes in accounting standards could have a material adverse effect on our consolidated results of operations and/or financial condition.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America that are revised from time to time. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board (“FASB”). In the future, new accounting pronouncements, as well as new interpretations of existing accounting pronouncements, may have material adverse effects on our consolidated results of operations and/or financial condition. See Note 2 of Notes to Consolidated Financial Statements.

In addition AXA, our ultimate parent company prepares consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). From time to time AXA may be required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the International Accounting Standards Board (“IASB”). In the future, new accounting pronouncements, as well as new interpretations of existing accounting pronouncements, may have material adverse effects on AXA’s consolidated results of operations and/or financial condition which could impact the way we conduct our business (including, for example, which products we offer), our competitive position and the way we manage capital.

Operational and other risks

Our computer systems may fail or their security may be compromised, which could adversely impact our business and consolidated results of operations and financial condition.

Our business is highly dependent upon the effective operation of our computer systems. We also have arrangements in place with outside vendors and other third-party service providers through which we share and receive information. We rely on these systems throughout our business for a variety of functions, including processing claims and applications, providing information to customers and distributors, performing actuarial analyses and modelling, hedging and maintaining financial records. Despite the implementation of security and back-up measures, our computer systems and those of our outside vendors and third-party service providers may be vulnerable to physical or electronic intrusions, computer viruses or other attacks, programming errors and similar disruptive problems. The failure of these systems for any reason could cause significant interruptions to our operations, which could result in a material adverse effect on our business, financial condition or results of operations.

We retain confidential information in our computer systems, and we rely on commercial technologies to maintain the security of those systems. Anyone who is able to circumvent our security measures and penetrate our computer systems could access, view, misappropriate, alter or delete any information in the systems, including personally identifiable customer information and proprietary business information. Our employees, distribution partners and other vendors may use portable computers or mobile devices which may contain similar information to that in our computer systems, and these devices have been and can be lost, stolen or damaged. In addition, an increasing number of states require that customers be notified if a security breach results in the inappropriate disclosure of personally identifiable customer information. Any compromise of the security of our computer systems that results in inappropriate disclosure of personally identifiable customer information could damage our reputation in the marketplace, deter people from purchasing our products, subject us to significant civil and criminal liability and require us to incur significant technical, legal and other expenses.

Our business could be adversely affected by the occurrence of a catastrophe, including natural or man-made disasters.

Any catastrophic event, such as pandemic diseases, terrorist attacks, floods, severe storms or hurricanes or computer cyber-terrorism, could have an adverse effect on our business in several respects:

• we could experience long-term interruptions in our service and the services provided by our significant vendors due to the effects of catastrophic events. Some of our operational systems are not fully redundant, and our disaster recovery and business continuity planning cannot account for all eventualities. Additionally, unanticipated problems with our disaster recovery systems could further impede our ability to conduct business, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data;

• the occurrence of a pandemic disease could have a material adverse effect on our liquidity and the operating results of the Insurance Segment due to increased mortality and, in certain cases, morbidity rates;

1A-11

• the occurrence of any pandemic disease, natural disaster, terrorist attacks or any other catastrophic event that results in our workforce being unable to be physically located at one of our facilities could result in lengthy interruptions in our service;

• a localized catastrophic event that affects the location of one or more of our COLI and/or employer sponsored life insurance customers could cause a significant loss due to the corresponding mortality claims; and

• another terrorist attack in the United States could have long-term economic impacts that may have severe negative effects on our investment portfolio and disrupt our business operations. Any continuous and heightened threat of terrorist attacks could also result in increased costs of reinsurance.

Our risk management policies and procedures may not be adequate, which may leave us exposed to unidentified or unanticipated risk, which could negatively affect our businesses or result in losses.

Our policies and procedures to identify, monitor and manage risks may not be adequate or fully effective. Many of our methods of managing risk and exposures are based upon our use of historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than the historical measures indicate, such as the risk of pandemics causing a large number of deaths or terrorism. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated.

We may not be able to protect our intellectual property and may be subject to infringement claims by a third party.

We rely on a combination of contractual rights, copyright, trademark, and trade secret laws to establish and protect our intellectual property. Although we use a broad range of measures to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property. The loss of intellectual property protection or the inability to secure or enforce the protection of our intellectual property assets could have a material adverse effect on our business and our ability to compete.

Third parties may have, or may eventually be issued, patents or other protections that could be infringed by our products, methods, processes or services or could limit our ability to offer certain product features. In recent years, there has been increasing intellectual property litigation in the financial services industry challenging, among other things, product designs and business processes. If a third party were to successfully assert an intellectual property infringement claim against us, or if we were otherwise precluded from offering certain features or designs, or utilizing certain processes, it could have a material adverse effect on our business, consolidated results of operations and financial condition. See “Business – Intellectual Property.”

We face competition from other insurance companies, banks and other financial institutions, which may adversely impact our market share and profitability.

There is strong competition among insurers, banks, brokerage firms and other financial institutions and providers seeking clients for the types of products and services we provide, including insurance, annuity and other investment products and services. Competition is intense among a broad range of financial institutions and other financial service providers for retirement and other savings dollars. This competition makes it especially difficult to provide unique insurance products since, once such products are made available to the public, they often are reproduced and offered by our competitors. Also, this competition may adversely impact our market share and profitability.

Our ability to compete is dependent on numerous factors including, among others, the successful implementation of our strategy; our financial strength as evidenced, in part, by our financial and claims-paying ratings; new regulations and/or different interpretations of existing regulations; our access to diversified sources of distribution; our size and scale; our product quality, range, features/functionality and price; our ability to bring customized products to the market quickly; our ability to explain complicated products and features to our distribution channels and customers; crediting rates on our fixed products; the visibility, recognition and understanding of our brands in the marketplace; our reputation and quality of service; and (with respect to variable insurance and annuity products, mutual funds and other investment products) investment options, flexibility and investment management performance. See “Business – Competition.”

1A-12

Consolidation of distributors of insurance products may adversely affect the insurance industry and the profitability of our business.

The insurance industry distributes many of its products through other financial institutions such as banks and broker-dealers. An increase in the consolidation activity of bank and other financial services companies may create firms with even stronger competitive positions, negatively impact the industry’s sales, increase competition for access to distributors, result in greater distribution expenses and impair our ability to market insurance products to our current customer base or expand our customer base. Consolidation of distributors and/or other industry changes may also increase the likelihood that distributors will try to renegotiate the terms of any existing selling agreements to terms less favorable to us.

1A-13

Part I, Item 1B.

UNRESOLVED STAFF COMMENTS

None.

1B-1

Part I, Item 2

PROPERTIES

Insurance

AXA Equitable’s principal executive offices at 1290 Avenue of the Americas, New York, NY are occupied pursuant to a lease that extends to 2023. At this location, AXA Equitable currently leases approximately 423,174 square feet of space, within which AXA Equitable currently occupies 135,065 square feet of space and has sub-let 288,109 square feet.

AXA Equitable also has the following significant office space leases: 316,332 square feet in Syracuse, NY, under a lease that expires in 2023, for use as an annuity operations and service center; 244,957 square feet in Jersey City, NJ, under a lease that expires in 2023, for use as general office space; 144,647 square feet in Charlotte, NC, under a lease that expires in 2028, for use as a life insurance operations and service center; and 100,993 square feet in Secaucus, NJ, under a lease that expires in 2018 for use as an annuity operations and service center, within which AXA Equitable occupies 90,331 and has sub-let 10,662 square feet.

Investment Management

AB’s principal executive offices at 1345 Avenue of the Americas, New York, NY are occupied pursuant to a lease expiring in 2019 with options to extend to 2029. At this location, AB currently leases 1,033,984 square feet of space, within which AB currently occupies approximately 629,258 square feet of space and has sub-let approximately 404,726 square feet of space. AB also leases space at two other locations in New York City; AB acquired these leases in connection with the W.P. Stewart acquisition.

In addition, AB leases approximately 263,083 square feet of space at One North Lexington, White Plains, NY under a lease expiring in 2021 with options to extend to 2031. At this location, AB currently occupies approximately 102,751 square feet of space and has sub-let (or is seeking to sub-let) approximately 160,332 square feet of space. Certain subsidiaries of AB also lease 92,067 square feet of space in San Antonio, TX under a lease expiring in 2019 with options to extend to 2029. At this location, these subsidiaries currently occupy approximately 59,004 square feet of space and has sub-let approximately 33,063 square feet of space.

AB also leases other property both domestically and abroad for its operations.

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Part I, Item 3.

LEGAL PROCEEDINGS

The matters set forth in Note 17 of Notes to Consolidated Financial Statements for the year ended December 31, 2014 (Part II, Item 8 of this report) are incorporated herein by reference.

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Part I, Item 4.

MINE SAFETY DISCLOSURES

Not Applicable.

4-1

Part II, Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

At December 31, 2014, all of AXA Equitable’s common equity was owned by AXA Equitable Financial Services, LLC, a wholly owned direct subsidiary of AXA Financial, Inc., which is an indirect wholly owned subsidiary of AXA. Consequently, there is no established public market for AXA Equitable’s common equity. In 2014, 2013 and 2012, AXA Equitable paid $382 million, $347 million and $362 million, respectively, in shareholder dividends. For information on AXA Equitable’s present and future ability to pay dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” (Part II, Item 7 of this report) and Note 18 of Notes to Consolidated Financial Statements.

5-1

Part II, Item 6.

SELECTED FINANCIAL DATA

The following selected financial data have been derived from the Company’s audited consolidated financial statements. The consolidated statements of earnings (loss) for the years ended December 31, 2014, 2013 and 2012, and the consolidated balance sheet data at December 31, 2014 and 2013 have been derived from the Company’s audited financial statements included elsewhere herein. The consolidated statements of earnings (loss) for the years ended December 31, 2011 and 2010, and the consolidated balance sheet data at December 31, 2012, 2011 and 2010 have been derived from the Company’s previously reported audited financial statements not included herein. This selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere herein.

	Years Ended December 31,
	2014		2013		2012		2011		2010
	(In Millions)
Statements of Earnings (Loss) Data:
REVENUES
Universal life and investment-type product policy fee income	$	3,475	$	3,546	$	3,334	$	3,312	$	3,067
Premiums		514		496		514		533		530
Net investment income (loss):
Investment income (loss) from derivative instruments		1,605		(2,866)		(978)		2,374		(284)
Other investment income		2,210		2,237		2,316		2,128		2,260
Total net investment income (loss)		3,815		(629)		1,338		4,502		1,976
Investment gains (losses), net:
Total other-than-temporary impairment losses		(72)		(81)		(96)		(36)		(300)
Portion of loss recognized in other comprehensive income (loss)		-		15		2		4		18
Net impairment losses recognized		(72)		(66)		(94)		(32)		(282)
Other investment gains (losses), net		14		(33)		(3)		(15)		98
Total investment gains (losses), net		(58)		(99)		(97)		(47)		(184)
Commissions, fees and other income		3,930		3,823		3,574		3,631		3,702
Increase (decrease) in fair value of the reinsurance contract asset		3,964		(4,297)		497		5,941		2,350
Total revenues		15,640		2,840		9,160		17,872		11,441

6-1

	Years Ended December 31,
	2014		2013		2012		2011		2010
	(In Millions)
Statements of Earnings (Loss) Data continued:
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	$	3,708	$	1,691	$	2,989	$	4,360	$	3,082
Interest credited to policyholders’ account balances		1,186		1,373		1,166		999		950
Compensation and benefits		1,739		1,743		1,672		2,263		1,953
Commissions		1,147		1,160		1,248		1,195		1,044
Distribution related payments		413		423		367		303		287
Amortization of deferred sales commissions		42		41		40		38		47
Interest expense		53		88		108		106		106
Amortization of deferred policy acquisition costs		215		580		576		3,620		(326)
Capitalization of deferred policy acquisition costs		(628)		(655)		(718)		(759)		(655)
Rent expense		163		169		201		240		244
Amortization of other intangible assets		27		24		24		24		23
Other operating costs and expenses		1,460		1,512		1,429		1,359		1,438
Total benefits and other deductions		9,525		8,149		9,102		13,748		8,193
Earnings (loss) from operations, before income taxes		6,115		(5,309)		58		4,124		3,248
Income tax (expense) benefit		1,695		2,073		158		(1,298)		(789)
Net earnings (loss)		4,420		(3,236)		216		2,826		2,459
Less: net (earnings) loss attributable to the noncontrolling interest		(387)		(337)		(121)		101		(235)
Net Earnings (Loss) Attributable to AXA Equitable	$	4,033	$	(3,573)	$	95	$	2,927	$	2,224

6-2

	December 31,
	2014		2013		2012		2011		2010
	(In Millions)
Balance Sheet Data:
Total investments	$	51,783	$	45,977	$	47,962	$	44,943	$	39,886
Separate Accounts assets		111,059		108,857		94,139		86,419		92,014
Total Assets		196,005		183,401		176,843		164,908		161,276
Policyholders’ account balances		31,848		30,340		28,263		26,033		24,654
Future policy benefits and other policyholders’ liabilities		23,484		21,697		22,687		21,595		18,965
Short-term and long-term debt		689		468		523		645		425
Loans from affiliates		-		825		1,325		1,325		1,325
Separate Accounts liabilities		111,059		108,857		94,139		86,419		92,014
Total liabilities		177,880		169,960		158,913		147,365		146,329
Total AXA Equitable’s equity		15,119		10,538		15,436		14,840		11,829
Noncontrolling interest		2,989		2,903		2,494		2,703		3,118
Total equity		18,108		13,441		17,930		17,543		14,947

6-3

Part II, Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for the Company should be read in conjunction with “Forward-looking Statements,” “Risk Factors,” “Selected Financial Data” and the consolidated financial statements and related notes to consolidated financial statements included elsewhere in this 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 $572.7 billion at December 31, 2014, of which approximately $474.0 billion were managed by AllianceBernstein. AXA Equitable is an indirect wholly owned subsidiary of AXA Financial, which is itself 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 $4.0 billion consolidated net earnings of the Company and the $3.9 billion consolidated net earnings of the Insurance segment in 2014, respectively. These earnings were largely due to the market driven increase in the fair values of the GMIB reinsurance contract asset and 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 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 2014, life insurance and annuities first year premiums and deposits by the Company increased by $3 million from 2013. The increase in first year premiums and deposits during 2014 was driven by $47 million higher annuity sales, which were offset by $44 million lower life insurance sales. For additional information on sales, see “Premiums and Deposits” below.

GMDB/IB Buyback.     The Company continues to proactively manage the risks associated with its in-force business, particularly variable annuities with guarantee features. For example, in third quarter 2014, the Company completed a program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator^® contracts. The Company believes that this program was mutually beneficial to both the Company and policyholders, who no longer needed or wanted the GMDB and GMIB rider. As a result of this program, the Company is assuming a change in the short term behavior of remaining policyholders, as those who did not accept are assumed to be less likely to surrender their contract over the short term.

7-1

Due to the differences in accounting recognition between the fair value of the reinsurance contract asset, the U.S. GAAP gross reserves and DAC, the net impact of the buyback was a $29 million decrease to Net earnings in the 2014 and a $20 million increase to the Net loss in 2013. For additional information, see “Accounting for VA Guarantee Features” below.

Expense Management.     In furtherance of the Company’s on-going efforts to reduce costs, manage expenses and operate more efficiently, AXA Equitable has significantly reduced its occupancy in its 1290 Avenue of the Americas, New York, New York headquarters and has sublet the vacated space. In the first nine months of 2014, AXA Equitable recorded a non-cash pre-tax charge of $25 million related to the ongoing contractual operating lease obligations for this space as well as the write-off of leasehold improvements, furniture and equipment related to the vacated space.

Branding initiatives.     In 2014, in furtherance of our strategy, AXA Financial rolled out a branding initiative intended to help AXA Financial Group companies enhance their brand identity in the marketplace by using the name “AXA” as the single brand for AXA Financial’s advice, retirement and life insurance lines of business. AXA Financial believes that simplifying its brand in the U.S. marketplace will emphasize its strategic transformation in the U.S., enhance its prominence in the U.S. life insurance marketplace and enable a more seamless global brand. The Company further believes that the AXA brand is a more digitally friendly brand name allowing customers an easier way to find us, connect with us and do business with us.

AllianceBernstein AUM.     At AllianceBernstein, total assets under management (“AUM”) as of December 31, 2014 were $474.0 billion, an increase of $23.6 billion, or 5.2%, compared to December 31, 2013. During 2014, AUM increased as a result of market appreciation of $17.2 billion (primarily in the Institutions channel), net inflows of $5.1 billion and acquisitions of $2.9 billion partially offset by an adjustment of $1.6 billion (AllianceBernstein now excludes assets for which it provides administrative services but not investment management services from AUM).

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 their 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. This contributes to earnings volatility as in 2014, when the Company recognized approximately $1.4 billion of income on free standing derivatives and $4.0 billion of income on the change in fair value of the GMIB reinsurance contract asset which were not substantially offset by the $1.6 billion increase in reserves for the VA Guarantee Features.

• 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. Under U.S. GAAP, 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 under U.S. GAAP 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 as in 2014, particularly during periods in which equity markets and/or interest rates change.

7-2

Changes in interest rates and equity markets have contributed to earnings volatility. The table below shows, for 2014, 2013 and 2012, 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):

	2014		2013		2012
	(In Millions)
Income (loss) on free-standing derivatives(1)	$	1,372	$	(2,959)	$	(851)
Increase (decrease) in fair value of GMIB reinsurance contracts(2)		3,964		(4,297)		497
(Increase) decrease in GMDB, GMIB and GWBL and other features reserves, net of related GMDB reinsurance(3)		(1,590)		644		(472)
Total	$	3,746	$	(6,612)	$	(826)

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

⁽²⁾  Reported in Increase (decrease) increase 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 has implemented capital management actions to mitigate statutory reserve strain for GMDB and GMIB riders on the Accumulator^® products sold on or after January 1, 2006 and in-force at September 30, 2008 through reinsurance transactions with AXA RE Arizona Company a captive reinsurance company established by AXA Financial in 2003 (“AXA Arizona”). 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 ($3.0 billion at December 31, 2014) and/or letters of credit ($8.8 billion at December 31, 2014). AXA Arizona intends to hold a combination of assets in the trust and/or letters of credit so that the Company will continue to be permitted to take credit for the reinsurance. These letters of credit are guaranteed by AXA.

For further information regarding this transaction, see “Item 1A-Risk Factors” and Note 11 of Notes to Consolidated Financial Statements included elsewhere herein.

2014 Assumption Changes and Refinements.     In 2014, the Company updated its mortality assumption used to value future GMIB costs for contracts that receive GMIB benefits as a result of the contract value going to $0. The mortality for these policyholders is expected to be the same as the mortality experienced by inforce policyholders who have not yet exercised their GMIB benefit. This mortality assumption is higher (shorter expected lifespan) than for policyholders who exercise their GMIB benefit. Also, in 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 these assumption updates in 2014 resulted in a decrease in the fair value of the GMIB reinsurance contract asset of $91 million and a decrease in the GMIB reserves of $42 million. In 2014, the after DAC and after tax impacts of these assumption updates decreased Net earnings by approximately $32 million.

In addition, in second quarter 2014, the Company refined the fair value calculation of the GMIB reinsurance contract asset and GWBL, GIB and guaranteed minimum accumulated benefit (“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 Company also updated the fair value calculation of the GMIB reinsurance contract asset to use Life-only annuity purchase rates for certain reinsurance contracts to be consistant with the treaty terms. The net impacts of these refinements in 2014 were a $655 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 2014, the after DAC and after tax impacts of these refinements increased Net earnings by approximately $401 million.

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2013 Assumption Changes and Refinements.     In 2013, mortality assumptions were updated for variable and interest sensitive life products based on emerging experience, resulting in increased Policyholders’ benefits (reserves) and DAC amortization partially offset by an increase in Universal life and investment-type product policy fee income. The after-DAC and after-tax impact of these changes in assumptions was an increase to Net loss of $152 million.

In second quarter 2013, the Company refined the projection of future interest rates used to value GMIB claims at the time of GMIB election which decreases expected future claim costs and the fair value of the GMIB reinsurance contract asset. In 2013, the after-DAC and after-tax impacts of these updated assumptions and refinements decreased the Net loss by approximately $129 million. The Company also updated its mortality assumption for variable annuities with enhanced benefits, including GMIB. The after-DAC and after-tax impacts of this updated assumption decreased the Net loss by approximately $101 million.

2012 Assumption Changes.     In 2012, expectations of long-term lapse and partial withdrawal rates for variable annuities with GMDB and GMIB guarantees were updated based on emerging experience. This update increases expected future claim costs and the fair value of the GMIB reinsurance contract asset. Also in 2012, expectations of GMIB election rates were lowered for certain ages based on emerging experience. This decreases the expected future GMIB claim cost and the fair value of the GMIB reinsurance contract asset, while increasing the expected future GMDB claim cost. Additionally, the Company updated the projection of future interest rates used to value GMIB claims at the time of GMIB election which decreases expected future claim costs and the fair value of the GMIB reinsurance contract asset.

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

Insurance Revenue Recognition

Profits on non-participating traditional life policies and annuity contracts with life contingencies emerge from the matching of benefits and other expenses against the related premiums. Profits on participating traditional life, universal life-type and investment-type contracts emerge from the matching of benefits and other expenses against the related contract margins. This matching is accomplished by means of the provision for liabilities for future policy benefits and the deferral, and subsequent amortization, of policy acquisition costs. Trends in the general population and the Company’s own mortality, morbidity, persistency and claims experience have a direct impact on the benefits and expenses reported in any given period.

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Insurance Reserves and Policyholder Benefits

Participating Traditional Life Insurance Policies

For participating traditional life policies, substantially all of which are in the Closed Block, future policy benefit liabilities are calculated using a net level premium method accrued as a level proportion of the premium paid by the policyholder. The net level premium method reflects actuarial assumptions equal to guaranteed mortality and dividend fund interest rates. The liability for annual dividends represents the accrual of the annual dividends earned. Terminal dividends are accrued in proportion to gross margins over the life of the contract. Gains and losses related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative earnings as determined at the time of demutualization. If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Non-participating Traditional Life Policies

The future policy benefit reserves for non-participating traditional life insurance policies relate primarily to non-participating term life products and are calculated using a net level premium method equal to the present value of expected future benefits plus the present value of future maintenance expenses less the present value of future net premiums. The expected future benefits and expenses are determined using actuarial assumptions as to mortality, persistency and interest established at policy issue. Reserve assumptions established at policy issue reflect best estimate assumptions based on the Company’s experience that, together with interest and expense assumptions, includes a margin for adverse deviation. Mortality assumptions are reviewed annually and are generally based on the Company’s historical experience or standard industry tables, as applicable; expense assumptions are based on current levels of maintenance costs, adjusted for the effects of inflation; and interest rate assumptions are based on current and expected net investment returns.

Universal Life and Investment-type Contracts

Policyholders’ account balances for universal life (“UL”) and investment-type contracts are equal to the policy account values. The policy account values represent an accumulation of gross premium payments plus credited interest, including interest linked to market indices for certain products, less expense and mortality charges and withdrawals.

The Company has issued and continues to offer certain variable annuity products with GMDB, GMIB and GIB features. The GMDB feature provides that in the event of an insured’s death, the beneficiary will receive the higher of the current contract account balance or another amount defined in the contract. The GMIB feature, if elected by the policyholder after a stipulated waiting period from contract issuance, guarantees a minimum lifetime annuity based on predetermined annuity purchase rates that may be in excess of what the contract account value can purchase at then-current annuity purchase rates. This minimum lifetime annuity is based on predetermined annuity purchase rates applied to a GMIB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.

The Company previously issued certain variable annuity products with GWBL, guaranteed minimum withdrawal benefit (“GMWB”) and GMAB features (collectively, “GWBL and other features”). 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 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 GMAB feature increases the contract account value at the end of a specified period to a GMAB base.

Reserves for GMDB and GMIB obligations are calculated on the basis of actuarial assumptions related to projected benefits and related contract charges generally over the lives of the contracts. The determination of this estimated liability is based on models that involve numerous estimates and subjective judgments, including those regarding expected market rates of return

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and volatility, contract surrender and withdrawal rates and amounts of withdrawals, mortality experience, and, for contracts with the GMIB feature, GMIB election rates. Assumptions related to contractholder behavior and mortality are updated when a material change in behavior or mortality experience is observed in an interim period.

The Structured Capital Strategies^® (“SCS”) variable annuity, Structured Investment Option in the EQUI-VEST^® variable annuity series (“SIO”), Market Stabilizer Option^® (“MSO”) in the variable life insurance products and Indexed Universal Life (“IUL”) insurance products, GIB and GWBL and other features are accounted for as embedded derivatives, with fair values calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature. The determination of the fair value for the GIB and GWBL and other features is based upon models involving numerous estimates and subjective judgments.

Sensitivity of Future Rate of Return Assumptions on GMDB/GMIB Reserves

The future rate of return assumptions used in establishing reserves for GMDB and GMIB features regarding Separate Account performance used for purposes of this calculation are set using a long-term view of expected average market returns by applying a reversion to the mean approach, consistent with that used for DAC amortization. For additional information regarding the future expected rate of return assumptions and the reversion to the mean approach, see, “—DAC”.

The GMDB/GMIB reserve balance before reinsurance ceded was $6.5 billion at December 31, 2014. The following table provides the sensitivity of the reserves for GMDB and GMIB features related to variable annuity policies relative to the future rate of return assumptions by quantifying the adjustments to these reserves that would be required assuming both a 100 basis point (“BP”) increase and decrease in the future rate of return. This sensitivity considers only the direct effect of changes in the future rate of return on operating results due to the change in the reserve balance before reinsurance ceded and not changes in any other assumptions such as persistency, mortality, or expenses included in the evaluation of the reserves, or any changes on DAC or other balances including hedging derivatives and the GMIB reinsurance asset.

GMDB/GMIB Reserves

Sensitivity - Rate of Return

December 31, 2014

	Increase/(Reduction) in     GMDB/GMIB Reserves
	(In Millions)
100 BP decrease in future rate of return	$	1,183
100 BP increase in future rate of return		(925)

Traditional Annuities

The reserves for future policy benefits for annuities include group pension and payout annuities, and, during the accumulation period, are equal to accumulated contractholders’ fund balances and, after annuitization, are equal to the present value of expected future payments based on assumptions as to mortality, retirement, maintenance expense, and interest rates. Interest rates used in establishing such liabilities range from 2.25% to 10.90%. If reserves determined based on these assumptions are greater than the existing reserves, the existing reserves are adjusted to the greater amount.

Reinsurance

For reinsurance contracts other than those covering GMIB exposure, reinsurance recoverable balances are calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities. GMIB reinsurance contracts are used to cede 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, 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, 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.

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Health

Individual health benefit liabilities for active lives are estimated using the net level premium method and assumptions as to future morbidity, withdrawals and interest. Benefit liabilities for disabled lives are estimated using the present value of benefits method and experience assumptions as to claim terminations, expenses and interest.

DAC

Acquisition costs that vary with and are primarily related to the acquisition of new and renewal insurance business, reflecting incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts including commissions, underwriting, agency and policy issue expenses, are deferred. Depending on the type of contract, DAC is amortized over the expected total life of the contract group, based on the Company’s estimates of the level and timing of gross margins, gross profits or assessments, or anticipated premiums. In calculating DAC amortization, management is required to make assumptions about investment results including hedging costs, Separate Account performance, Separate Account fees, mortality and expense margins, lapse rates and anticipated surrender charges that impact the estimates of the level and timing of estimated gross profits or assessments, margins and anticipated future experience. DAC is subject to loss recognition testing at the end of each accounting period. Due primarily to the significant decline in Separate Accounts balances during 2008 and a change in the estimate of average gross short-term annual return on Separate Accounts balances to 9.0%, future estimated gross profits at December 31, 2008 for certain issue years for the Accumulator^® products were expected to be negative as the increases in the fair values of derivatives used to hedge certain risks related to these products would be recognized in current earnings while the related reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. As required under U.S. GAAP, for those issue years with future estimated negative gross profits, the DAC amortization method was permanently changed in fourth quarter 2008 from one based on estimated gross profits to one based on estimated assessments for the Accumulator^® products, subject to loss recognition testing. In third quarter 2011, the DAC amortization method was changed to one based on estimated assessments for all issue years for the Accumulator^® products due to continued volatility of margins and the continued emergence of periods of negative margins.

Participating Traditional Life Policies

For participating traditional life policies (substantially all of which are in the Closed Block), DAC is amortized over the expected total life of the contract group as a constant percentage based on the present value of the estimated gross margin amounts expected to be realized over the life of the contracts using the expected investment yield.

At December 31, 2014, the average rate of assumed investment yields, excluding policy loans, was 5.1% grading to 4.5% over 10 years. Estimated gross margins include anticipated premiums and investment results less claims and administrative expenses, changes in the net level premium reserve and expected annual policyholder dividends. The effect on the accumulated amortization of DAC of revisions to estimated gross margins is reflected in earnings in the period such estimated gross margins are revised. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to accumulated other comprehensive income (loss) (“AOCI”) in consolidated equity as of the balance sheet date. Many of the factors that affect gross margins are included in the determination of the Company’s dividends to these policyholders. DAC adjustments related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative earnings as determined at the time of demutualization.

Non-participating Traditional Life Insurance Policies

DAC associated with non-participating traditional life policies is amortized in proportion to anticipated premiums. Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts. Deviations from estimated experience are reflected in earnings (loss) in the period such deviations occur. For these contracts, the amortization periods generally are for the total life of the policy.

Universal Life and Investment-type Contracts

DAC associated with UL and investment-type products, other than Accumulator^® 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

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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.

Quarterly adjustments to the DAC balance are made for current period experience and market performance related adjustments, and the impact of reviews of estimated total gross profits. The quarterly adjustments for current period experience reflect the impact of differences between actual and previously estimated expected gross profits for a given period. Total estimated gross profits include both actual experience and estimates of gross profits for future periods. To the extent each period’s actual experience differs from the previous estimate for that period, the assumed level of total gross profits may change. In these cases, cumulative adjustment to all previous periods’ costs is recognized.

During each accounting period, the DAC balances are evaluated and adjusted with a corresponding charge or credit to current period earnings for the effects of the Company’s actual gross profits and changes in the assumptions regarding estimated future gross profits. 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.

For the variable and UL policies a significant portion of the gross profits is derived from mortality margins and therefore, are significantly influenced by the mortality assumptions used. Mortality assumptions represent the Company’s expected claims experience over the life of these policies and are based on a long-term average of actual company experience. This assumption is updated quarterly to reflect recent experience as it emerges. Improvement of life mortality in future periods from that currently projected would result in future deceleration of DAC amortization. Conversely, deterioration of life mortality in future periods from that currently projected would result in future acceleration of DAC amortization.

Premium Deficiency Reserves and Loss Recognition Tests

After the initial establishment of reserves, premium deficiency and loss recognition tests are performed 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.

Sensitivity of DAC to Changes in Future Mortality Assumptions

The variable and UL policies DAC balance was $2.2 billion at December 31, 2014. The following table demonstrates the sensitivity of the DAC balance relative to future mortality assumptions by quantifying the adjustments that would be required, assuming an increase and decrease in the future mortality rate by 1%. This information considers only the direct effect of changes in the mortality assumptions on the DAC balance and not changes in any other assumptions used in the measurement of the DAC balance and does not assume changes in reserves.

DAC Sensitivity - Mortality

December 31, 2014

	Increase/(Reduction)     in DAC
	(In Millions)
Decrease in future mortality by 1%	$	31
Increase in future mortality by 1%		(31)

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Sensitivity of DAC to Changes in Future Rate of Return Assumptions

A significant assumption in the amortization of DAC on variable annuities and 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. Currently, the average gross long-term return estimate is measured from December 31, 2008. 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 December 31, 2014, the average gross short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities was 9.0% (6.66% net of product weighted average Separate Account fees), and the gross maximum and minimum short-term annual rate of return limitations were 15.0% (12.66% net of product weighted average Separate Account fees) and 0.0% (-2.34% 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 December 31, 2014, current projections of future average gross market returns assume a 0.0% annualized return for the next six quarters, which is within the maximum and minimum limitations, grading to a reversion to the mean of 9.0% in fourteen quarters.

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

The variable annuity contracts DAC balance was $1.5 billion at December 31, 2014. The following table provides an example of the sensitivity of the DAC balance of variable annuity and variable and interest-sensitive life insurance relative to future return assumptions by quantifying the adjustments to the DAC balance that would be required assuming both an increase and decrease in the future rate of return by 1%. This information considers only the effect of changes in the future Separate Account rate of return and not changes in any other assumptions used in the measurement of the DAC balance.

DAC Sensitivity - Rate of Return

December 31, 2014

	Increase/(Reduction)     in DAC
	(In Millions)
Decrease in future rate of return by 1%	$	(93)
Increase in future rate of return by 1%		110

Goodwill and Other Intangible Assets

Goodwill recognized in the Company’s consolidated balance sheet at December 31, 2014 was $3.6 billion, solely related to the Investment Management segment and arising primarily from the Bernstein Acquisition and purchases of AllianceBernstein Units. The Company tests goodwill for recoverability on an annual basis as of December 31 each year and at interim periods if events occur or circumstances change that would indicate the potential for impairment. The test requires a comparison of the fair value of the Investment Management segment to its carrying amount, including goodwill. If this comparison results in a shortfall of fair value, the impairment loss would be calculated as the excess of recorded goodwill over its implied fair value, the latter measure requiring application of business combination purchase accounting guidance to determine the fair value of all individual assets and liabilities of the reporting unit. Any impairment loss would reduce the recorded amount of goodwill with a corresponding charge to earnings.

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The remaining useful lives of intangible assets being amortized are evaluated each period to determine whether events and circumstances warrant their revision. All intangible assets are periodically reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any, to be charged to earnings with a corresponding reduction of the carrying value of the intangible asset.

Investment Management

The Company primarily uses a discounted cash flow valuation technique to measure the fair value of its Investment Management reporting unit for purpose of goodwill impairment testing. Market transactions and metrics, including the market capitalization of AllianceBernstein and implied pricing of comparable companies, are used to corroborate the resulting fair value measure. Cash flow projections used by the Company in the discounted cash flow valuation technique are based on AllianceBernstein’s current four-year business plan, which factors in current market conditions and all material events that have impacted, or that management believes at the time could potentially impact, future expected cash flows, and a declining annual growth rate thereafter. The resulting present value amount, net of noncontrolling interest, is tax-effected to reflect taxes incurred at the Company level.

Key assumptions and judgments applied by management in the context of the Company’s goodwill impairment testing are particularly sensitive to equity market levels, including AllianceBernstein’s assets under management, revenues and profitability. Other risks to which the business of AllianceBernstein is subject, including, but not limited to, retention of investment management contracts, selling and distribution agreements, and existing relationships with clients and various financial intermediaries, could negatively impact future cash flow projections used in the discounted cash flow technique. Significant or prolonged weakness in the financial markets and the economy generally would adversely impact the goodwill impairment testing for the Company’s Investment Management reporting unit. Similarly, significant or prolonged downward pressure on the market capitalization of AllianceBernstein relative to its carrying value likely would increase the frequency of goodwill impairment testing by AXA Equitable for its Investment Management reporting unit.

AllianceBernstein annually tests its goodwill for recoverability at September 30 using both an income approach and a market approach to measure its fair value. The income approach used by AllianceBernstein is a discounted cash flow valuation technique substantially similar to that applied by the Company to assess the recoverability of goodwill related to its Investment Management reporting unit. Under the market approach, the fair value of AllianceBernstein is based on the current trading price of a Holding unit as adjusted for consideration of market metrics, such as control premiums for relevant recent acquisitions.

Intangible assets related to the Investment Management segment principally relate to the Bernstein Acquisition and purchases of AllianceBernstein Units and include values assigned to investment management contracts acquired based on their estimated fair values at the time of purchase, less accumulated amortization generally recognized on a straight-line basis over their estimated useful life of approximately 20 years. The gross carrying amount and accumulated amortization of these intangible assets were $610 million and $411 million, respectively, at December 31, 2014 and $583 million and $384 million, respectively, at December 31, 2013. Amortization expense related to these intangible assets totaled $27 million, $24 million and $24 million for the years ended December 31, 2014, 2013 and 2012 respectively, and estimated amortization expense for each of the next 5 years is expected to be approximately $28 million.

Investment Management Revenue Recognition and Related Expenses

The Investment Management segment’s revenues are largely dependent on the total value and composition of AUM. The most significant factors that could affect this segment’s results include, but are not limited to, the performance of the financial markets and the investment performance and composition of sponsored investment products and separately managed accounts.

Investment advisory and services fees, generally calculated as a percentage of AUM are recorded as the related services are performed. Certain investment advisory contracts, including those associated with hedge funds, provide for a performance-based fee, in addition to or in lieu of a base fee. Performance fees are calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Performance-based fees are recorded as revenue at the end of the specified period and will generally be higher in favorable markets and lower in unfavorable markets, which may increase the volatility of the segment’s revenues and earnings.

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Commissions paid to financial intermediaries in connection with the sale of shares of open-end mutual funds sold without a front-end sales charge are capitalized as deferred sales commissions and are amortized over periods not exceeding five and one-half years, the periods of time during which the deferred sales commissions are generally recovered from distribution fees received from those funds and from contingent deferred sales commissions received from shareholders of those funds upon redemption of their shares. The recoverability of these commissions is estimated based on management’s assessment of these future revenue flows.

Pension Plans

AXA Equitable sponsors a qualified defined benefit pension plan covering its eligible employees (including certain qualified part-time employees), managers and financial professionals. This pension plan is non-contributory and its benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period in the plan. AXA Equitable also sponsors a non-qualified defined benefit pension plan.

AXA Equitable announced in the third quarter of 2013 that benefit accruals under its qualified and nonqualified defined benefit pension plans would be discontinued after December 31, 2013. This plan curtailment resulted in a decrease in the Projected Benefit Obligation (“PBO”) of approximately $29 million, which was offset against existing deferred losses in AOCI, and recognition of a $3 million curtailment loss from accelerated recognition of existing prior service costs accumulated in OCI. A new company contribution was added to the 401(k) Plan effective January 1, 2014, in addition to the existing discretionary profit sharing contribution. AXA Equitable also provides an excess 401(k) contribution for eligible compensation over the qualified plan compensation limits under a nonqualified deferred compensation plan.

AllianceBernstein maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. AllianceBernstein’s benefits are based on years of credited service and average final base salary. The Company uses a December 31 measurement date for its pension plans.

For 2014, 2013 and 2012, respectively, the Company recognized net periodic cost of $73 million, $143 million and $168 million related to its qualified pension plans. Each component of net periodic pension benefits cost is based on the Company’s best estimate of long-term actuarial and investment return assumptions and consider, as appropriate, an assumed discount rate, an expected rate of return on plan assets, inflation costs, expected increases in compensation levels and trends in health care costs. Of these assumptions, the discount rate and expected rate of return assumptions generally have the most significant impact on the resulting net periodic cost associated with these plans. Actual experience different from that assumed generally is recognized prospectively over future periods; however, significant variances could result in immediate recognition of net periodic cost or benefit if they exceed certain prescribed thresholds or in conjunction with a reconsideration of the related assumptions.

The discount rate assumptions used by AXA Equitable to measure the benefits obligations and related net periodic cost of its qualified pension plans reflect the rates at which those benefits could be effectively settled. Projected nominal cash outflows to fund expected annual benefits payments under AXA Equitable’s qualified pension plan were discounted using a published high-quality bond yield curve. The discount rate used to measure the benefit obligation at December 31, 2014 and 2013 represents the level equivalent spot discount rate that produces the same aggregate present value measure of the total benefit obligation as the aforementioned discounted cash flow analysis.

In 2014, AXA Equitable modified its practice for calculating the discount rate used to measure and report its defined benefit obligations primarily to change the reference high-quality bond yield curve from the Citigroup-AA curve to the Citigroup Above-Median-AA curve and to incorporate other refinements adding incremental precision to the calculation. These changes increased the resulting discount rate by 10 bps at December 31, 2014, thereby reducing the PBO of AXA Equitable’s qualified pension plan and the related charge to equity to adjust the funded status of the plan by $25 million. Had the modifications and refinements to the discount rate calculation been applied at year-end 2013, the discount rate and measurement of the funded status of the plan would not have changed from what was previously reported.

In 2014, the Society of Actuaries (“SOA”) finalized new mortality tables and a new mortality improvement scale, reflecting improved life expectancies and an expectation that trend will continue. AXA Equitable considered this new data and determined that mortality experience of the AXA Qualified Plan as well as other relevant demographics supported its retention of the existing SOA mortality tables combined with the use of a more robust improvements scale. Adoption of that modification, including projection of assumed mortality on a full generational approach, increased the December 31, 2014 unfunded PBO of AXA Equitable’s qualified pension plan and the related pre-tax charge to shareholders’ equity attributable to AXA Equitable by approximately $54 million.

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A discount rate assumption of 3.6% and 4.5% were used by the Company to measure each of these benefits obligations at December 31, 2014 and 2013, respectively, and to estimate the 2014 and 2013 net periodic cost, respectively. A 100 BP change in the discount rate assumption would have impacted the Company’s 2014 net periodic cost as shown in the table below; the information provided in the table considers only changes in the assumed discount rate without consideration of possible changes in any other assumptions described above that could ultimately accompany any changes in the assumed discount rate.

Net Periodic Pension Cost

Sensitivity - Discount Rate

Year Ended December 31, 2014

	Increase/(Decrease) in Net     Periodic Pension Cost
	(In Millions)
100 BP increase in discount rate	$	(12)
100 BP decrease in discount rate		11

The primary investment objective of the qualified pension plan of AXA Equitable is to maximize return on assets, giving consideration to prudent risk. Guidelines regarding the allocation of plan assets for AXA Equitable’s qualified pension plan are established by the Investment Committee established by the funded benefit plans of AXA Equitable and are designed with a long-term investment horizon. In the first quarter of 2014, AXA Equitable’s qualified pension plan discontinued its equity-hedging program at maturity of the underlying positions and modified the investment allocation strategy to target a 50%-50% mix of long-duration bonds and “return-seeking” assets, the latter to include investments in hedge funds and real estate and a 50% allocation to public equities. Plan assets were managed during 2014 to achieve the targeted 50%-50% mix at December 31, 2014 with public equities and real estate comprising return-seeking assets and an expectation for initial investments in hedge funds to begin in 2015.

In developing the expected long-term rate of return assumption on plan assets, management considered the historical returns and future expectations for returns for each asset category, the target asset allocation of the plan portfolio, and hedging programs executed by the plans. At January 1, 2014, the beginning of the 2014 measurement year, the fair value of the Company plan assets was $2.4 billion. Given that level of plan assets, as adjusted for expected amounts and timing of contributions and benefits payments, a 100 BP change in the 6.75% expected long-term rate of return assumption would have impacted the Company’s net periodic cost for 2014 as shown in the table below; the information provided in the table considers only changes in the assumed long-term rate of return without consideration of possible changes in any other assumptions described above that could ultimately accompany any changes in the assumed long-term rate of return.

Net Periodic Pension Cost

Sensitivity - Rate of Return

Year Ended December 31, 2014

	Increase/(Decrease) in Net     Periodic Pension Cost
	(In Millions)
100 BP increase in expected rate of return	$	(22)
100 BP decrease in expected rate of return		22

Note 12 of Notes to Consolidated Financial Statements, included elsewhere herein, describes the respective funding policies of the Company (excluding AllianceBernstein) and of AllianceBernstein to their qualified pension plans, including amounts expected to be contributed for 2014. Contribution estimates, which are subject to change, are based on regulatory requirements, future market conditions, and assumptions used for actuarial computations of the plans’ obligations and assets.

Share-based Compensation Programs

As further described in Note 13 of Notes to Consolidated Financial Statements, included elsewhere herein, AXA and AXA Financial sponsor various share-based compensation plans for eligible employees and financial professionals of AXA

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Financial and its subsidiaries, including the Company. AllianceBernstein also sponsors its own unit option plans for certain of its employees. For 2014, 2013, and 2012, respectively, the Company recognized compensation costs of $192 million, $340 million and $195 million for share-based payment arrangements. Compensation expense related to these awards is measured based on the estimated fair value of the equity instruments issued or the liabilities incurred. The Company uses the Black-Scholes option valuation model to determine the grant-date fair values of equity share/unit option awards and similar instruments, requiring assumptions with respect to the expected term of the award, expected price volatility of the underlying share/unit, and expected dividends. These assumptions are significant factors in the resulting measure of fair value recognized over the vesting period and require use of management judgment as to likely future conditions, including employee exercise behavior, as well as consideration of historical and market observable data.

Investments – Impairments and Valuation Allowances and Fair Value Measurements

The Company’s investment portfolio principally consists of public and private fixed maturities, mortgage loans, equity securities, and derivative financial instruments, 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 used to manage various risks relating to its business operations. In applying the Company’s accounting policies with respect to these investments, estimates, assumptions, and judgments are required about matters that are inherently uncertain, particularly in the identification and recognition of OTTI, determination of the valuation allowance for losses on mortgage loans, and measurements of fair value.

Impairments and Valuation Allowances

The assessment of whether OTTIs have occurred is performed quarterly by the Company’s IUS Committee, with the assistance of its investment advisors, on a security-by-security basis for each available-for-sale fixed maturity and equity security that has experienced a decline in fair value for purpose of evaluating the underlying reasons. The analysis begins with a review of gross unrealized losses by the following categories of securities: (i) all investment grade and below investment grade fixed maturities for which fair value has declined and remained below amortized cost by 20% or more; (ii) below-investment-grade fixed maturities for which fair value has declined and remained below amortized cost for a period greater than 12 months; and (iii) equity securities for which fair value has declined and remained below cost by 20% or greater or remained below cost for a period of 6 months or greater. Integral to the analysis is an assessment of various indicators of credit deterioration to determine whether the investment security is expected to recover, including, but not limited to, consideration of the duration and severity of the unrealized loss, failure, if any, of the issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, the financial strength, liquidity, and continued viability of the issuer and, for equity securities only, the intent and ability to hold the investment until recovery, resulting in identification of specific securities for which OTTI is recognized.

If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting OTTI is recognized in earnings and the remainder of the fair value loss is recognized in OCI. The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates require use of management judgment and consider internal credit analyses as well as market observable data relevant to the collectability of the security. For mortgage- and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Mortgage loans also are reviewed quarterly by the IUS Committee for impairment on a loan-by-loan basis, including an assessment of related collateral value. Commercial mortgages 60 days or more past due and agricultural mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgages. Based on its monthly monitoring of mortgages, a class of potential problem mortgages also is identified, consisting of mortgage loans not currently classified as problems but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being restructured. The decision whether to classify a performing mortgage loan as a potential problem involves significant subjective judgments by management as to likely future industry conditions and developments with respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for loans determined to be non-performing as a result of the loan review process. A non-performing loan is defined as a loan for which it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific portion of the loss allowance is based on the

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Company’s assessment as to ultimate collectability of loan principal and interest. Valuation allowances for a non-performing loan are recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The valuation allowance for mortgage loans can increase or decrease from period to period based on such factors.

Fair Value Measurements

Investments reported at fair value in the consolidated balance sheets of the Company include fixed maturity and equity securities classified as available-for-sale, trading securities, and certain other invested assets, such as freestanding derivatives. In addition, reinsurance contracts covering GMIB exposure and the liabilities in the SCS variable annuity, SIO in the EQUI-VEST^® variable annuity series, MSO in the variable life insurance products, IUL insurance products and the GMAB, GIB, GMWB and GWBL feature in certain variable annuity products issued by the Company are considered embedded derivatives and reported at fair value.

When available, the estimated fair value of securities is based on quoted prices in active markets that are readily and regularly obtainable; these generally are the most liquid holdings and their valuation does not involve management judgment. When quoted prices in active markets are not available, the Company estimates fair value based on market standard valuation methodologies, including discounted cash flow methodologies, matrix pricing, or other similar techniques. For securities with reasonable price transparency, the significant inputs to these valuation methodologies either are observable in the market or can be derived principally from or corroborated by observable market data. When the volume or level of activity results in little or no price transparency, significant inputs no longer can be supported by reference to market observable data but instead must be based on management’s estimation and judgment. Substantially the same approach is used by the Company to measure the fair values of freestanding and embedded derivatives with exception for consideration of the effects of master netting agreements and collateral arrangements as well as incremental value or risk ascribed to changes in own or counterparty credit risk.

As required by the accounting guidance, the Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique, giving the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For additional information regarding the key estimates and assumptions surrounding the determinations of fair value measurements, see Note 7 to the Consolidated Financial Statements – Fair Value Disclosures.

Income Taxes

Income taxes represent the net amount of income taxes that the Company expects to pay to or receive from various taxing jurisdictions in connection with its operations. The Company provides for Federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryforward periods under the tax law in the applicable jurisdiction. Valuation allowances are established when management determines, based on available information, that it is more likely than not that deferred tax assets will not be realized. Management considers all available evidence including past operating results, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. The Company’s accounting for income taxes represents management’s best estimate of the tax consequences of various events and transactions.

Significant management judgment is required in determining the provision for income taxes and deferred tax assets and liabilities, and in evaluating the Company’s tax positions including evaluating uncertainties under the guidance for Accounting for Uncertainty in Income taxes. Under the guidance, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. Tax positions are then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement.

The Company’s tax positions are reviewed quarterly and the balances are adjusted as new information becomes available.

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CONSOLIDATED RESULTS OF OPERATIONS

AXA Equitable

Consolidated Results of Operations

	2014		2013		2012
	(In Millions)
REVENUES
Universal life and investment-type product policy fee income	$	3,475	$	3,546	$	3,334
Premiums		514		496		514
Net investment income (loss):
Investment income (loss) from derivative instruments		1,605		(2,866)		(978)
Other investment income (loss)		2,210		2,237		2,316
Total net investment income (loss)		3,815		(629)		1,338
Investment gains (losses), net:
Total other-than-temporary impairment losses		(72)		(81)		(96)
Portion of loss recognized in other comprehensive income		-		15		2
Net impairment losses recognized		(72)		(66)		(94)
Other investment gains (losses), net		14		(33)		(3)
Total investment gains (losses), net		(58)		(99)		(97)
Commissions, fees and other income		3,930		3,823		3,574
Increase (decrease) in the fair value of the reinsurance contract asset		3,964		(4,297)		497
Total revenues		15,640		2,840		9,160
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		3,708		1,691		2,989
Interest credited to policyholders’ account balances		1,186		1,373		1,166
Compensation and benefits		1,739		1,743		1,672
Commissions		1,147		1,160		1,248
Distribution related payments		413		423		367
Amortization of deferred sales commission		42		41		40
Interest expense		53		88		108
Amortization of deferred policy acquisition costs		215		580		576
Capitalization of deferred policy acquisition costs		(628)		(655)		(718)
Rent expense		163		169		201
Amortization of other intangible assets		27		24		24
Other operating costs and expenses		1,460		1,512		1,429
Total benefits and other deductions		9,525		8,149		9,102
Earnings (loss) from operations, before income taxes		6,115		(5,309)		58
Income tax (expense) benefit		(1,695)		2,073		158
Net earnings (loss)		4,420		(3,236)		216
Less: net (earnings) loss attributable to the noncontrolling interest		(387)		(337)		(121)
Net Earnings (Loss) Attributable to AXA Equitable	$	4,033	$	(3,573)	$	95

The consolidated earnings narratives that follow discuss the results for 2014 compared to 2013’s results, followed by the results for 2013 compared to 2012’s results. For additional information, see “Accounting for VA Guarantee Features”, above.

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Year ended December 31, 2014 Compared to the Year Ended December 31, 2013

Net earnings attributable to the Company in 2014 were $4.0 billion, an increase of $7.6 billion from the $3.6 billion of net loss attributable to the Company in 2013. The increase is primarily attributable to an increase in the fair value of the GMIB reinsurance contract asset and investment income from derivatives which were not fully offset by the increase in GMDB/GMIB/GWBL/GMAB reserves, lower amortization of DAC and lower interest credited to policyholders’ account balances in 2014 as compared to a decrease in the fair value of the GMIB reinsurance contract asset and investment losses from derivative instruments which were not fully offset by the decrease in GMDB/GMIB/GWBL/GMAB reserves for the 2013 comparable prior period. The Company recorded an income tax expense of $1.7 billion in 2014 as compared to an income tax benefit of $2.1 billion in 2013.

Net earnings attributable to the noncontrolling interest were $387 million in 2014 as compared to $337 million in 2013. The increase was principally due to higher earnings from AllianceBernstein in 2014 as compared to 2013.

Net earnings inclusive of earnings (losses) attributable to noncontrolling interest were $4.4 billion in 2014, an increase of $7.6 billion from a net loss of $3.2 billion reported in 2013. The Insurance segment’s net earnings in 2014 were $3.9 billion, an increase of $7.6 billion from the $3.7 billion net loss in 2013, while the net earnings for the Investment Management segment totaled $506 million, a $38 million increase from the $468 million in net earnings in 2013.

Income tax expense in 2014 was $1.7 billion, primarily due to the pre-tax earnings in the Insurance segment, compared to an income tax benefit of $2.1 billion in 2013, primarily due to the pre-tax losses in the Insurance segment. Income tax expense in 2014 was reduced by a $212 million benefit related to the completion of the 2006 and 2007 IRS audit. Income taxes for 2014 and 2013 were computed using an estimated annual effective tax rate. In 2014 and 2013, 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 for 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 $6.1 billion in 2014, an increase of $11.4 billion from the $5.3 billion in pre-tax losses reported in 2013. The Insurance segment’s earnings from operations totaled $5.5 billion in 2014, $11.4 billion higher than the $5.9 billion loss in 2013. The higher pre-tax earnings in 2014 as compared to 2013 were primarily due to an increase in the fair value of the GMIB reinsurance contract asset and investment income from derivatives not fully offset by the increase in GMDB/GMIB/GWBL/GMAB reserves, a lower amortization of DAC and lower interest credited to policyholders’ account balances in 2014 as compared to a decrease in the fair value of the reinsurance contract asset and investment losses from derivative instruments partially offset by the decrease in GMDB/GMIB/GWBL/GMAB reserves in the 2013 comparable period. The Investment Management segment’s earnings from operations were $603 million in 2014, $39 million higher than $564 million of net earnings in 2013. The higher earnings from operations in the investment management segment in 2014 were primarily due to higher commission fees and other income, investment gains in 2014 as compared to losses in 2013, the absence of $28 million of restructuring charges recorded in 2013 and lower distribution related payments partially offset by higher compensation and benefit expenses, lower investment income and higher other operating expenses.

Total revenues were $15.6 billion in 2014, an increase of $12.8 billion from the $2.8 billion reported in 2013. The Insurance segment reported a $12.7 billion increase in its revenues and the Investment Management segment had a $96 million increase. The increase in revenues of the Insurance segment to $12.7 billion in 2014 from the $54 million negative revenues in 2013 was principally due to an increase in the fair value of the GMIB reinsurance contract asset of $4.0 billion as compared to the $4.3 billion decrease in 2013 and $1.6 billion of investment income from derivative instruments as compared to a loss of $2.8 billion in 2013 partially offset by $71 million lower universal life and investment-type product policy fee income. The increase in Investment Management segment’s revenues to $3.0 billion in 2014 as compared to $2.9 billion in 2013 was primarily due to $109 million higher investment advisory and services fees, $38 million higher Bernstein research services fees and an increase of $9 million in investment gains ($1 million of gains in 2014 as compared to $8 million in losses in 2013) partially offset by a decrease in investment income of $43 million and lower distribution revenues of $20 million.

Total benefits and expenses were $9.5 billion in 2014, an increase of $1.4 billion from the $8.1 billion total for 2013. The Insurance segment’s total benefits and expenses were $7.1 billion, an increase of $1.3 billion from 2013 total of $5.8 billion. The Investment Management segment’s total expenses for 2014 were $2.4 billion, $57 million higher than the $2.3 billion in expenses in 2013. The Insurance segment’s increase was principally due to $2.0 billion higher policyholders’ benefits and lower DAC capitalization of $27 million partially offset by lower DAC amortization ($215 million in 2014 as compared to

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$580 million in 2013), $187 million lower interest credited to policyholders’ account balances, $60 million lower compensation and benefit costs, $53 million lower other operating costs and expenses and a decrease in interest expense of $36 million. The increase in expenses for the Investment Management segment was principally due to $56 million higher compensation and benefit expenses and $36 million higher other operating costs and expenses partially offset by the absence of $28 million restructuring charges recorded in 2013 and $10 million lower distribution related payments.

Year ended December 31, 2013 Compared to the Year Ended December 31, 2012

Net loss attributable to the Company in 2013 was $3.6 billion, a decrease of $3.7 billion from the $95 million of net earnings attributable to the Company during 2012. The $3.7 billion decrease is primarily attributable to a significant decrease in fair value of the reinsurance contract asset and higher investment losses from derivative instruments partially offset by a higher tax benefit, a decrease in reserves and higher universal life and investment type product policy fee income.

Net earnings attributable to the noncontrolling interest were $337 million in 2013 as compared to $121 million for 2012. The increase was principally due to higher earnings from AllianceBernstein in 2013 compared to 2012.

Net loss inclusive of earnings attributable to noncontrolling interest was $3.2 billion in 2013, a decrease of $3.4 billion from the $216 million net earnings reported for 2012. The Insurance segment’s net loss in 2013 was $3.7 billion, a decrease of $3.7 billion from $37 million net earnings in 2012, while the net earnings for the Investment Management segment totaled $468 million, a $289 million increase from the $179 million in net earnings in 2012.

Income tax benefit in 2013 was $2.1 billion compared to income tax expense of $158 million in 2012. The change was primarily due to the decrease in pre-tax results of the Insurance segment from earnings in 2012 to a loss in 2013. In 2013 and 2012, 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%, primarily due to dividend received deductions, nontaxable investment income and noncontrolling interest permanent differences. In addition, the 2012 income tax benefit was increased by $14 million in the Insurance segment and $14 million in the Investment Management segment due to releases of liabilities for interest, state income taxes and deferred taxes on foreign earnings.

Losses from operations before income taxes were $5.3 billion in 2013, a decrease of $5.4 billion from the $58 million in pre-tax earnings in 2012. The Insurance segment’s loss from operations totaled $5.9 billion in 2013, $5.7 billion higher than 2012’s loss of $132 million; the increase was primarily due to a significant decrease in the fair value of the reinsurance contract asset as compared to an increase in 2012, significantly higher investment losses from derivative instruments, higher other operating costs and expenses, higher interest credited to policyholders’ account balances and lower other investment income partially offset by lower policyholders’ benefits (including decreases in GMDB/GMIB/GWBL/GMAB reserves in 2013 as compared to increases in 2012), and higher universal life and investment-type product policy fee income. The Investment Management segment’s earnings from operations were $564 million in 2013, an increase of $374 million from earnings of $190 million in 2012, principally due to lower real estate charges, higher distribution revenues, higher investment advisory and service fees, higher Bernstein research services fees, lower other operating costs and expenses and lower rent expense partially offset by higher distribution related payments and higher compensation and benefit expenses.

Total revenues were $2.8 billion in 2013, a decrease of $6.4 billion from the $9.2 billion reported in 2012. The Insurance segment reported a $6.5 billion decrease in its revenues while the Investment Management segment had an increase of $177 million. The decrease of Insurance segment revenues to a negative $54 million in 2013 as compared to a positive $6.4 billion in 2012, was principally due to a significant decrease in the fair value of the reinsurance contract asset accounted for as derivatives of $4.3 billion as compared to an increase of $497 million in 2012 and $1.9 billion higher investment losses from derivatives partially offset by $212 million higher universal life and investment-type product policy fee income. The Investment Management segment’s $2.9 billion in revenues in 2013 as compared to $2.7 billion in 2012 was primarily due to an $85 million increase in investment advisory and services fees, $55 million increase in distribution revenues, and a $31 million increase in Bernstein research service fees.

Total benefits and expenses were $8.1 billion in 2013, a decrease of $953 million from the $9.1 billion total for 2012. The Insurance segment’s total benefits and expenses were $5.8 billion, a decrease of $757 million from 2012’s total of $6.6 billion. The Investment Management segment’s total expenses for 2013 were $2.4 billion; $197 million lower than the $2.5 billion in expenses in 2012. The Insurance segment’s decrease was principally due to a $1.3 billion decrease in policyholders’ benefits and an $88 million decrease in commissions partially offset by a $362 million increase in other operating costs and expenses, a $207 million increase in interest credited to policyholders’ account balances and $63 million lower DAC capitalization. The decrease in expenses for the Investment Management segment was principally due to $195 million lower real estate charges, $64 million lower other operating costs and expenses and $30 million lower rent expense partially offset by $56 million higher distribution related payments and $36 million higher compensation and benefits expenses.

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RESULTS OF OPERATIONS BY SEGMENT

Insurance.

Insurance - Results of Operations

	2014		2013		2012
	(In Millions)
REVENUES
Universal life and investment-type product policy fee income	$	3,475	$	3,546	$	3,334
Premiums		514		496		514
Net investment income (loss):
Investment income (loss) from derivative instruments		1,624		(2,847)		(942)
Other investment income		2,136		2,123		2,184
Total net investment income (loss)		3,760		(724)		1,242
Investment gains (losses), net:
Total other-than-temporary impairment losses		(72)		(81)		(96)
Portion of loss recognized in other comprehensive income		-		15		2
Net impairment losses recognized		(72)		(66)		(94)
Other investment gains (losses), net		13		(25)		14
Total investment gains (losses), net		(59)		(91)		(80)
Commissions, fees and other income		1,002		1,016		936
Increase (decrease) in the fair value of the reinsurance contract asset		3,964		(4,297)		497
Total revenues		12,656		(54)		6,443
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		3,708		1,691		2,989
Interest credited to policyholders’ account balances		1,186		1,373		1,166
Compensation and benefits		455		515		481
Commissions		1,147		1,160		1,248
Amortization of deferred policy acquisition costs		215		580		576
Capitalization of deferred policy acquisition costs		(628)		(655)		(718)
Rent expense		33		38		40
Interest expense		52		87		106
All other operating costs and expenses		976		1,029		687
Total benefits and other deductions		7,144		5,818		6,575
Earnings (Loss) from Operations, Before Income Taxes	$	5,512	$	(5,872)	$	(132)

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013 – Insurance

Revenues

In 2014, the Insurance segment’s revenues increased to $12.7 billion from negative revenues of $54 million in 2013. The increase was principally due to an increase in the fair value of the GMIB reinsurance contract asset of $4.0 billion as compared to a decrease of $4.3 billion in 2013, $1.6 billion of investment income from derivatives as compared to a loss of $2.8 billion in 2013 and a $38 million increase in other investment gains ($13 million in gains for 2014 as compared to $25 million in losses in 2013) partially offset by $71 million lower Universal life and investment-type product policy fee income.

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Universal life and investment-type product policy fee income totaled $3.5 billion in 2014; $71 million lower than the $3.5 billion in 2013. The decrease was principally due to an increase in the initial fee liability of $32 million in 2014 which resulted primarily from favorable changes in expected future margins on variable and interest-sensitive life products compared to a $67 million decrease of the initial fee liability in 2013 which was primarily driven by updated projected mortality costs for variable and interest sensitive life products resulting in a $50 million decrease in amortization. In addition, in 2013 the Company increased the future lapse assumption on older variable universal life contracts, resulting in $20 million of higher amortization of the initial fee liability.

Premiums totaled $514 million in 2014, $18 million higher than the $496 million in 2013. This increase primarily resulted from lower ceded premiums partially offset by a decrease in traditional life policies in the Closed Block.

Net investment income increased $4.5 billion to $3.8 billion in 2014 from a $724 million loss in 2013. The increase resulted from a $4.5 billion increase in investment income from derivative instruments and a $13 million increase in other investment income. The Insurance segment reported $1.6 billion 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 as compared to a loss of $2.8 billion in 2013. In 2014 investment income from derivatives was primarily driven by a decrease in interest rates partially offset by improvements in equity markets. In 2013 losses from derivative instruments were driven by the impact of higher interest rates and improvements in equity markets. Other investment income increased $13 million from $2.1 billion in 2013 primarily due to the increases of $33 million in trading account securities and $22 million in mortgage loans on real estate partially offset by a decrease of $31 million from fixed maturities.

Investment gains (losses), net was a loss of $59 million in 2014, as compared to a loss of $91 million in 2013. The Insurance segment’s net loss in 2014 was primarily due to $72 million of writedowns of fixed maturities recorded in earnings, substantially all of which related to CMBS securities and a $7 million loss on sales of mortgage loans on real estate partially offset by $17 million of gains on sales of fixed maturities. In 2013 losses were primarily due to $66 million of writedowns of fixed maturities recorded in earnings, substantially all of which related to CMBS securities, an $8 million addition to the mortgage loans on real estate valuation allowance and $14 million of losses on sales of fixed maturities.

Commissions, fees and other income decreased $14 million to $1.0 billion in 2014 as compared to $1.0 billion in 2013. This decrease was primarily due to the absence of a $50 million non-cash reduction of an intercompany liability with MONY Life recorded in 2013 partially offset by $28 million higher gross investment management and distribution fees from EQAT/VIP.

In 2014, there was a $4.0 billion increase in the fair value of the GMIB reinsurance contract asset (including the reinsurance contract with AXA Arizona), which is accounted for as an embedded derivative, as compared to the $4.3 billion decrease in its fair value in 2013; both periods’ changes reflected existing capital market conditions. Included in 2014 was the impact from decreasing interest rates which increased the fair value of the GMIB reinsurance contract asset by $3.7 billion. In addition in 2014, refinements to the fair value calculation of the GMIB reinsurance contract asset and 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 increased the fair value of the GMIB reinsurance contract asset by $655 million and $62 million, respectively. Partially offsetting these increases was the impact from improvements in equity markets which decreased the fair value of the GMIB reinsurance contract asset by $609 million. In addition in 2014 the Company updated its mortality assumption used to value future GMIB costs for contracts that receive GMIB benefits as a result of the contract value going to $0, which decreased the fair value of the GMIB reinsurance contract asset by $153 million.

Included in 2013 were the impacts of rising interest rates and improvements in the equity markets which decreased the fair value of the GMIB reinsurance contract asset by $2.9 billion and $1.8 billion, respectively. These decreases were partially offset by the impact of refining the projection of future GMIB costs and updates to the mortality assumption for variable annuities with enhanced benefits, including GMIB which increased the fair value of the GMIB reinsurance contract asset by $376 million and $143 million, respectively.

Benefits and Other Deductions

In 2014, total benefits and other deductions increased $1.3 billion to $7.1 billion from $5.8 billion in 2013. The Insurance segment’s increase was principally due to an increase in policyholders’ benefits offset by a decrease in DAC amortization and interest credited to policyholders’ account balances.

Policyholders’ benefits increased $2.0 billion to $3.7 billion in 2014 from $1.7 billion in 2013. The increase was primarily due to the $1.5 billion increase in GMDB/GMIB reserves and a $45 million increase in GWBL and GMAB reserves in 2014 as compared to a $488 million decrease in GMDB/GMIB reserves and a $156 million decrease in the GWBL and GMAB

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reserves in 2013; both periods reflecting changes in interest rate and equity markets. In 2014, benefits paid and other changes in policyholder’s benefits increased $14 million to $1.9 billion from $1.9 billion in the comparable 2013 period. These increases in policyholders’ benefits were partially offset by a $122 million lower increase in the no lapse guarantee reserves and by the absence of a $56 million increase in the premium deficiency reserve recorded for the major medical business in 2013.

The 2014 increase in GMDB/GMIB reserves reflects 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, model refinements and updated assumptions of future GMIB costs for contracts that receive GMIB benefits as a result of the contract value going to $0, which decreased the GMIB/DB reserves by $152 million. The 2014 increase in GWBL and GMAB reserves reflects refinements in the fair value calculation of these reserves which increased the reserve by $37 million. In 2013 policyholder benefits included a $177 million increase in GMIB reserves related to refining the projection of future GMIB costs and a $30 million increase in the no lapse guarantee reserve related to mortality assumption updates for variable and interest sensitive life products, which were updated based on emerging experience.

In 2014, interest credited to policyholders’ account balances totaled $1.2 billion, a decrease of $187 million from the $1.4 billion reported in 2013 primarily due to lower interest credited on certain variable annuity contracts which is based upon performance of market indices, ETFs and commodity prices subject to guarantees.

Total compensation and benefits totaled $455 million in 2014, a $60 million decrease from $515 million in 2013. The decrease is primarily related to lower employee benefits and stock based compensation partially offset by higher accruals for incentive compensation and profit sharing.

Commission expense totaled $1.1 billion, a decrease of $13 million in 2014 compared to 2013 principally due to a decrease in indexed universal life product sales.

In 2014, interest expense totaled $52 million; a decrease of $35 million from $87 million in 2013. The decrease is due to the repayment of a $500 million callable 7.1% surplus note to AXA Financial in second quarter 2013 and repayment of a second $500 million callable 7.1% surplus note to AXA Financial in second quarter 2014.

DAC amortization was $215 million in 2014, a decrease of $365 million from $580 million of amortization in 2013. The decrease in DAC amortization is primarily due to $56 million of favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability) in 2014 compared to $222 million unfavorable changes in expected future margins on variable and interest-sensitive life products, including updates in mortality assumptions (partially offset in the initial fee liability) in 2013.

DAC capitalization totaled $628 million in 2014, a decrease of $27 million from the $655 million reported in 2013. The decrease was primarily due to a $14 million decrease in first year commissions and a $13 million decrease in deferrable operating expenses.

Other operating costs and expenses totaled $976 million in 2014, a decrease of $53 million from the $1.0 billion reported in 2013. The decrease of $53 million is primarily related to the absence of $45 million of accelerated amortization of capitalized software costs recorded in 2013, $27 million lower pre-tax real estate charges and $16 million lower severance costs. In 2013, AXA Equitable significantly reduced its occupancy in its headquarters and recorded a non-cash pre-tax charge of $52 million related to the ongoing contractual operating lease obligations for this space, as well as the write-off of leasehold improvements, furniture and equipment related to the vacated space. In first quarter 2014 AXA Equitable completed vacating the space and recorded an additional $25 million pre-tax charge. These decreases were partially offset by $30 million higher operating expenses relating to AXA Equitable’s branding initiative.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012 – Insurance

Revenues

In 2013, the Insurance segment’s revenues decreased $6.5 billion to a negative $54 million from a positive $6.4 billion in 2012. The decrease was principally due to a significant decrease in the fair value of the reinsurance contract asset accounted for as derivatives of $4.3 billion from the reported increase of $497 million in 2012, $2.8 billion investment loss from derivatives as compared to a loss of $942 million in 2012 and $61 million lower other investment income partially offset by $212 million higher Universal life and investment-type product policy fee income.

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Universal life and investment-type product policy fee income increased $212 million to $3.5 billion in 2013 from $3.3 billion in 2012, due to higher fees earned on higher average Separate Account balances due to market appreciation and higher amortization of the initial fee liability. The amortization of the liability in 2013 was driven by updated projected mortality costs for variable and interest sensitive life products resulting in a $50 million decrease in amortization. In addition, in 2013 the Company increased the future lapse assumption on older variable universal life contracts, resulting in $20 million of higher amortization of the initial fee liability.

Premiums totaled $496 million in 2013, $18 million lower than the $514 million in 2012. This decrease primarily resulted from $30 million lower premiums for traditional life policies in the Closed Block, $6 million lower assumed premiums partially offset by $17 million higher term life insurance premiums.

Net investment income (loss) decreased $2.0 billion to a loss of $724 million in 2013 from $1.2 billion of income in 2012. The decrease resulted from the $1.9 billion increase in investment losses from derivative instruments ($2.8 billion in 2013 as compared to $942 million in 2012) and by the $61 million decrease in other investment income. The higher losses in 2013 were driven by higher losses from derivatives used to hedge the Company’s risks associated with the GMDB/GMIB/GWBL features of certain variable annuity contracts resulting from improved equity market performance and higher interest rates. Other investment income decreased primarily due to a $67 million decrease from fixed maturities resulting from the narrowing of credit spreads, a $13 million decrease related to equity real estate, a $10 million decrease related to trading securities and a $15 million decrease related to short-term investments and policy loans partially offset by a $38 million increase of equity income from limited partnerships and a $20 million increase from mortgage loans on real estate.

Investment losses, net totaled $91 million in 2013, an $11 million increase from the $80 million reported in 2012. The higher net losses in 2013 were primarily due to $19 million higher net losses from sales of fixed maturities, $17 million lower gains from sales of mortgage loans on real estate and the absence of a $12 million gain recorded from a charitable art donation in 2012 partially offset by $28 million lower write-downs on fixed maturities, substantially all of which related to CMBS securities and $16 million lower additions to the mortgage loans valuation allowances.

Commissions, fees and other income increased $80 million to $1.0 billion in 2013 as compared to $936 million for 2012. This increase was primarily due to a $50 million non-cash reduction of an intercompany liability with MONY Life, which was sold by AXA Financial on October 1, 2013 and an increase of $70 million gross investment management and distribution fees received from EQAT and VIP Trust due to a higher average asset base primarily due to market appreciation.

In 2013, there was a $4.3 billion decrease in the fair value of the GMIB reinsurance contract asset (including the reinsurance contract with AXA Arizona, an affiliate), which is accounted for as derivatives, as compared to a $497 million increase in their fair value in 2012. The 2013 change in the fair value was driven by rising interest rates and improvements in the equity markets, which decreased the fair value of the reinsurance contract asset by $2.9 billion and $1.8 billion, respectively. These decreases were partially offset by the impact of refining the projection of future GMIB costs which increased the fair value of the reinsurance contract asset by $376 million. The Company also updated its mortality assumption for variable annuities with enhanced benefits, including GMIB, resulting in an increase in the GMIB reinsurance contract asset of $143 million.

The increase in the fair value of the GMIB reinsurance contract asset in 2012 included the impact of updated assumptions of long-term lapse and partial withdrawal rates partially offset by the impacts of the updated assumptions of GMIB election rates which were lowered for certain ages and the updated projection of future interest rates used to value GMIB claims at the time of GMIB election for a total increase of $574 million. Additionally, the impact of the decline in interest rates during 2012 increased the fair value of the GMIB reinsurance contract asset by $454 million. Offsetting these increases was a decrease of $531 million primarily related to lower volatility in equity markets in 2012.

Benefits and Other Deductions

In 2013, total benefits and other deductions decreased $757 million to $5.8 billion from $6.6 billion in 2012 principally due to the Insurance segment’s reported $1.3 billion decrease in policyholders’ benefits and by the $88 million decrease in commission expenses partially offset by the $342 million increase in other operating costs and expenses, the $207 million increase in interest credited to policyholders’ account balances and the $63 million decrease in DAC capitalization.

Policyholders’ benefits decreased $1.3 billion to $1.7 billion in 2013 from $3.0 billion in 2012. The decrease was primarily due to the $921 million decrease in the GMDB/GMIB reserves in 2013 compared to an increase of $433 million in 2012 and the $195 million decrease in the GWBL and GMAB reserves as compared to an increase of $39 million for 2012. Partially offsetting these decreases were $144 million higher death benefits for interest sensitive life products ($637 million in 2013 as compared to $493 million in 2012), a $56 million premium deficiency reserve recorded for the major medical business in 2013 and a $105 million increase in variable and interest sensitive life reserves ($143 million in 2013, including $30 million related to mortality table assumption updates for variable and interest sensitive life products, compared to $38 million for 2012).

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The 2013 decrease in GMDB/GMIB reserves was primarily due to increases in the interest rate and equity markets which were partially offset by a $177 million increase in reserves related to refining the projection of future GMIB costs. The 2012 increase in the GMDB/GMIB reserves included a $239 million increase related to the impact of the updated assumptions of long-term lapse and partial withdrawal rates based on emerging experience partially offset by the impacts of the expectation of GMIB election rates, which were lowered for certain ages based on emerging experience and the updated projection of future interest rates used to value GMIB claims at the time of GMIB election.

In 2013, interest credited to policyholders’ account balances totaled $1.4 billion, an increase of $207 million from the $1.2 billion reported in 2012 primarily due to higher average policyholders’ account balances partially offset by lower crediting rates.

Total compensation and benefits increased $34 million to $515 million in 2013 from $481 million in 2012. The compensation and benefits increase was principally due to a $23 million increase in employee compensation primarily due to an increase in the accruals for incentive compensation and profit sharing and a $14 million increase in share-based compensation expense.

In 2013, commissions totaled $1.2 billion; a decrease of $88 million from $1.2 billion in 2012 principally due to decreased first year universal life product sales partially offset by higher variable annuity sales.

In 2013, interest expense totaled $87 million; a decrease of $19 million from $106 million in 2012. The decrease is primarily due to the second quarter 2013 repayment of a $500 million callable 7.1% surplus note to AXA Financial.

DAC amortization was $580 million in 2013, an increase of $4 million from $576 million of amortization in 2012. The increase in DAC amortization is primarily due to unfavorable changes in expected future margins on variable and interest-sensitive life products due to the updates in mortality assumptions (partially offset in the initial fee liability) of $240 million in 2013 compared to $118 million of favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability in 2012). In 2012, the continuing low interest rate environment and updated expectations of policyholder behavior and model assumptions and refinements significantly increased projected GMDB and GMIB costs. This resulted in $246 million of additional amortization to reduce the DAC related to variable annuity products.

DAC capitalization totaled $655 million in 2013, a decrease of $63 million from the $718 million reported in 2012. The decrease was primarily due to a $80 million decrease in first year commissions, partially offset by a $17 million increase in deferrable operating expenses.

Other operating costs and expenses totaled $1.0 billion in 2013, an increase of $342 million from the $687 million reported in 2012. The increase of $342 million is primarily related to a $234 million increase in the amortization of reinsurance costs related to the deferred asset recorded from the Company’s reinsurance transaction with AXA Arizona, $45 million of accelerated amortization of capitalized software costs, a $13 million increase in litigation accruals, $13 million higher advertising expenses partially offset by a decrease of $10 million in consulting expenses. In 2013, AXA Equitable recorded a non-cash pre-tax charge of $52 million related to the ongoing contractual operating lease obligations for this space and AXA Equitable’s estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to the vacated space.

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, 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 2014, 2013 and 2012. Premiums and deposits are presented net of internal conversions and are presented gross of reinsurance ceded.

Premiums and Deposits

	2014		2013		2012
	(In Millions)
Retail:
Annuities
First year	$	3,536	$	3,539	$	3,583
Renewal		2,127		2,087		2,202
		5,663		5,626		5,785
Life(1)
First year		157		170		231
Renewal		1,712		1,743		1,770
		1,869		1,913		2,001
Other(2)
First year		10		11		11
Renewal		214		220		235
		224		231		246
Total retail		7,756		7,770		8,032
Wholesale:
Annuities
First year		4,217		4,167		2,840
Renewal		190		163		384
		4,407		4,330		3,224
Life(1)
First year		32		63		200
Renewal		627		607		553
		659		670		753
Total wholesale		5,066		5,000		3,977
Total Premiums and Deposits	$	12,822	$	12,770	$	12,009

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

⁽²⁾  Includes reinsurance assumed and health insurance.

2014 Compared to 2013.

Total premiums and deposits for insurance and annuity products in 2014 were $12.8 billion, a $52 million increase from $12.8 billion in 2013 while total first year premiums and deposits increased $3 million to $7.9 billion in 2014 from $7.9 billion in 2013. The annuity line’s first year premiums and deposits increased $47 million to $7.8 billion principally due to a $50 million increase in the wholesale channel partially offset by a $3 million decrease in the retail channel. First year premiums and deposits for the life insurance products decreased $44 million, primarily due to the $31 million and $13 million decreases in sales of UL and term insurance products, respectively.

2013 Compared to 2012.

Total premiums and deposits for insurance and annuity products for 2013 were $12.8 billion, a $761 million increase from $12.0 billion in 2012 while total first year premiums and deposits increased $1.0 billion to $7.9 billion in 2013 from $6.9 billion in 2012. The annuity line’s first year premiums and deposits increased $1.3 billion to $7.7 billion principally due to the $1.3 billion increase in variable annuity sales in the wholesale channel as a result of higher sales of SCS and Retirement Cornerstone^® products partially offset by a $34 million decrease in the retail channel. First year premiums and deposits for

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the life insurance products decreased $233 million, primarily due to the $117 million and $69 million decreases in sales of interest sensitive insurance products in the wholesale and retail channels, respectively. The decrease in sales of life insurance products primarily reflects the impact that most sales of Indexed life insurance products were issued through MONY Life Insurance Company of America (“MLOA”), instead of AXA Equitable and lower sales of other interest sensitive and term life products in the wholesale channel.

Renewal premium and deposits for annuity products in 2013 were $2.3 billion, a $336 million decrease from $2.6 billion in 2012. The Company continues to proactively manage the risks associated with its in-force business, particularly variable annuities with guarantee features. For example, in 2012, the Company suspended the acceptance of contributions into certain Accumulator^® contracts issued prior to June 2009. The Company also took steps to limit and/or suspend the acceptance of contributions to other annuity products. In 2012, the Company lowered its renewal premium assumptions on certain series of UL products sold in 2011 based on emerging experience which will result in lower future policy fee income.

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

							Rates(1)
	2014		2013		2012		2014		2013		2012
	(Dollars in Millions)
Annuities	$	9,202	$	8,923	$	6,103		7.8  %		8.1  %		6.3  %
Variable and interest-sensitive life		747		814		965		3.6  %		4.1  %		5.1  %
Traditional life		192		215		238		2.5  %		2.8  %		3.0  %
Total	$	10,141	$	9,952	$	7,306

⁽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.

2014 Compared to 2013.

Surrenders and withdrawals increased $189 million, from $9.9 billion in 2013 to $10.1 billion in 2014. There was an increase of $279 million in individual annuities surrenders and withdrawals with decreases of $67 million and $23 million, respectively, in variable and interest sensitive and traditional life products. The annuities surrender rate decreased to 7.8% in 2014 from 8.1% in 2013. Annuity surrenders in 2014 and 2013 include $1.8 billion and $2.2 billion of surrenders related to the Company’s buyback program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator^® contracts. As a result of this program, the Company expects a change in the short term behavior of policyholders, as those who did not accept the offer are assumed to be less likely to lapse their contract over the short term. The individual life insurance products’ surrender rate decreased to 3.3% in 2014 from 3.7% in 2013.

2013 Compared to 2012.

Surrenders and withdrawals increased $2.6 billion, from $7.3 billion in 2012 to $9.9 billion in 2013. There was an increase of $2.8 billion in individual annuities surrenders and withdrawals with decreases of $151 million and $23 million, respectively, in variable and interest sensitive and traditional life products. The annualized annuities surrender rate increased to 8.1% in 2013 from 6.3% in 2012. The increase in annuities surrenders includes $2.2 billion of surrenders related to the 2013 buyback program the Company initiated in third quarter 2013 to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator^® contracts. As a result of this program, the Company expects a change in the short term behavior of policyholders, as those who did not accept the offer may be less likely to lapse their contract over the short term. The individual life insurance products’ annualized surrender rate decreased to 3.7% in 2013 from 4.5% in 2012.

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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 2014, 2013 and 2012.

Investment Management - Results of Operations

	2014		2013		2012
	(In Millions)
Revenues:
Investment advisory and service fees	$	1,958	$	1,849	$	1,764
Distribution revenues		445		465		410
Bernstein research services		483		445		414
Other revenues		109		106		102
Commissions, fees and other income		2,995		2,865		2,690
Investment income (losses)		17		61		68
Less: interest expense to finance trading activities		(2)		(3)		(3)
Net investment income (losses)		15		58		65
Investment gains (losses), net		1		(8)		(17)
Total revenues		3,011		2,915		2,738
Expenses:
Compensation and benefits		1,285		1,229		1,193
Distribution related payments		413		423		367
Amortization of deferred sales commissions		42		41		40
Interest expense		1		1		2
Real estate charges		-		28		223
Rent expense		130		131		161
Amortization of other intangible assets, net		27		24		24
Other operating costs and expenses		510		474		538
Total expenses		2,408		2,351		2,548
Earnings (losses) from Operations before Income Taxes	$	603	$	564	$	190

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013 – Investment Management

Revenues

Revenues totaled $3.0 billion in 2014, an increase of $96 million from $2.9 billion in 2013. The increase is primarily due to higher Investment advisory services fees, Bernstein research services and investment gains of $109 million, $38 million and $9 million, respectively, partially offset by decreases in net investment income and Distribution revenues of $43 million and $20 million, respectively.

Investment advisory and services fees include base fees and performance-based fees. In 2014, investment advisory and services fees totaled $2.0 billion, an increase of $109 million from the $1.8 billion in 2013. The increase is primarily due to an increase in base fees resulting from an increase in average AUM. Private Wealth Management investment advisory and services fess increased $72 million due to an increase in base fees, reflecting an increase in average billable AUM. Base fees were favorably impacted by a shift in product mix toward active equity and other services. Retail investment advisory and services fees increased $42 million due to increases in base fees and performance-based fees of $29 million and $13 million, respectively. The base fee increase was the result of an increase in average AUM. The lower increase in base fees, as compared to the increase in average AUM is primarily due to a shift in product mix from long-term non-U.S. global fixed income mutual funds toward long-term U.S. mutual funds and other Retail products and services, which generally have lower fees as compared to long-term non-U.S. global fixed income mutual funds.

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Bernstein research revenues increased $38 million in 2014 as compared to 2013 primarily due to strong growth across all regions and trading services.

Distribution revenues decreased $20 million in 2014 as compared to 2013. Two of AllianceBernstein’s subsidiaries act as distributors and/or placing agents of AllianceBernstein sponsored mutual funds and receive distribution services fees from certain of those funds as partial reimbursement of the distribution expenses they incur. Period-over-period fluctuations of distribution revenues typically are in line with fluctuations of the corresponding average AUM of these mutual funds.

Net investment income (loss) consisted principally of realized and unrealized gains (losses) on trading investments, income (losses) from derivative instruments and dividends, offset by interest expense related to interest accrued on cash balances in customers’ brokerage accounts. The $43 million decrease in net investment income (loss) to $15 million in 2014 as compared to $58 million in 2013 was primarily due to $28 million lower investment income from mark-to-market income on investments held by AllianceBernstein’s consolidated private equity fund ($6 million of investment loss in 2014 as compared to $22 million of investment income in 2013) and $18 million lower unrealized gains on equity trading securities ($20 million of unrealized gains in 2014 as compared to $38 million in 2013).

Investment gains (losses), net were gains of $1 million in 2014 as compared to losses of $8 million in 2013 principally from realized and unrealized gains (losses) on deferred compensation related investments.

Expenses

The Investment Management segment’s total expenses were $2.4 billion in 2014, an increase of $57 million from the $2.4 billion in 2013 as $56 million higher compensation and benefits and $36 million other operating costs were partially offset by a decrease of $10 million in distribution related payments and the absence of restructuring charges of $28 million in 2013.

In 2014, employee compensation and benefits expenses for the Investment Management segment were $1.3 billion as compared to $1.2 billion in 2013. The $56 million increase was primarily attributable to $33 million higher short-term and long-term deferred incentive compensation and $31 million higher base compensation partially offset by a $14 million decrease in commissions.

The distribution related payments decreased $10 million to $413 million in 2014 from $423 million in 2013 primarily as a result of lower distribution revenues.

Real estate charges decreased $28 million in 2014 as compared to the comparable period in 2013, primarily due to one-time real estate charges in 2013. The $28 million charge in 2013 included $17 million of additional sublease losses resulting from the extension of sublease marketing periods by AllianceBenrstein.

The $36 million increase in other operating costs and expenses to $510 million for 2014 as compared to $474 million in 2013 was primarily due to increases in trade execution and clearing costs of $9 million, marketing and communications costs of $7 million and portfolio services and transfer fees of $7 million.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012 – Investment Management

Revenues

The Investment Management segment’s pre-tax earnings from operations for 2013 were $564 million, an increase of $374 million from pre-tax earnings of $190 million in 2012.

Revenues totaled $2.9 billion in 2013, an increase of $177 million from $2.7 billion in 2012, primarily due to increases in investment advisory and services fees, distribution revenues and Bernstein research services fees of $85 million, $55 million and $31 million, respectively.

Investment advisory and services fees include base fees and performance-based fees. In 2013, investment advisory and services fees totaled $1.8 billion, an increase of $85 million as compared to 2012. The $98 million increase in base investment advisory and services fees was primarily due to the increase in average assets under management partially offset by a $13 million decrease in performance base fees. The decrease in performance-based fees is primarily attributable to the absence of AllianceBernstein’s $40 million performance fee recorded in 2012 from the Private-Public Investment Fund ($18 million of which was payable to third party sub-advisors). Retail base and performance fees increased $127 million. The increase in Retail base fees reflects higher non-U.S. fixed income mutual funds which generally have higher fees as compared to U.S. Retail products and services. Institutional investment and advisory base and performance fees decreased $47 million and Private client fees decreased $4 million.

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Distribution revenues increased $55 million 2013 as compared to prior year as the average AUM of certain of AllianceBernstein company-sponsored mutual funds increased. AllianceBernstein receives distribution service fees from these funds as partial reimbursement of the distribution expenses incurred. Bernstein research revenues increased $31 million in 2013 as compared to prior year primarily due to growth in Europe and Asia.

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 on customers’ brokerage accounts. The $7 million decrease in net investment income to $58 million in 2013 as compared to $65 million in 2012 was primarily due to $27 million lower investment income on seed money investments and unrealized gains on equity trading securities ($38 million of income in 2013 as compared to $65 million in 2012) partially offset by lower investment losses of $17 million from derivative instruments ($19 million of losses in 2013 as compared to $36 million of losses in 2012) and $4 million higher investment income from mark-to-market income on investments held by AllianceBernstein’s consolidated private equity fund ($22 million of investment income in 2013 as compared to $18 million of investment income in 2012).

Investment gains (losses) were an $8 million loss in 2013 as compared to a $17 million loss in 2012. The reduction of $9 million in investment losses was related to losses on investments held by AllianceBernstein’s consolidated private equity fund.

Expenses

The Investment Management segment’s total expenses were $2.4 billion in 2013, a decrease of $197 million from the $2.5 billion in 2012 as lower real estate charges, lower other operating costs and expenses and lower rent expense were partially offset by higher distribution related payments and higher compensation and benefit expenses.

For 2013, employee compensation and benefits expenses for the segment were $1.2 billion, an increase of $36 million from 2012. The $36 million increase was primarily attributable to $57 million higher short-term and deferred incentive compensation partially offset by a $17 million decrease in base compensation due to lower headcount.

The distribution related payments increased $56 million to $423 million in 2013 from $367 million in 2012 primarily as a result of higher average Retail Services assets under management.

Rent expense decreased $30 million to $131 million in 2013 as compared to $161 million in 2012. The decrease reflects the impact of AllianceBernstein’s relocation and consolidation of office space.

Real estate charges decreased $195 million to $28 million in 2013 as compared to $223 million in 2012. In 2013, AllianceBernstein recorded $17 million related to additional sublease losses resulting from the extension of sublease marketing periods. AllianceBernstein will compare current sublease market conditions to those assumed in their initial write-offs and record any adjustments if necessary. In 2012, AllianceBernstein recorded a $223 million real estate charge related to its comprehensive review of AllianceBernstein’s worldwide office locations and its space consolidation plan.

The $64 million decrease in other operating costs and expenses to $474 million for 2013 as compared to $538 million in 2012 was primarily due to $23 million lower portfolio service expenses, $13 million lower professional fees and a decrease of $7 million in technology expenses.

7-27

FEES AND ASSETS UNDER MANAGEMENT

A breakdown of fees and AUM follows:

Fees and Assets Under Management

	At or For the Years Ended December 31,
	2014		2013		2012
	(In Millions)
FEES
Third party	$	1,894	$	1,780	$	1,712
General Account and other		36		44		36
Insurance Group Separate Accounts		27		25		24
Total Fees	$	1,957	$	1,849	$	1,772
ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party	$	391,946	$	387,543
General Account and other		48,802		29,668
Insurance Group Separate Accounts		33,252		33,255
Total AllianceBernstein		474,000		450,466
Insurance Group
General Account and other(2)		19,039		20,670
Insurance Group Separate Accounts		79,633		77,458
Total Insurance Group		98,672		98,128
Total by Account:
Third party(1)		391,946		387,543
General Account and other(2)		67,841		50,338
Insurance Group Separate Accounts		112,885		110,713
Total Assets Under Management	$	572,672	$	548,594

⁽¹⁾  Includes $38.8 billion and $41.9 billion of assets managed on behalf of AXA affiliates at December 31, 2014 and 2013, 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 $12.1 billion and $14.5 billion at December 31, 2014 and 2013, respectively, as well as mortgages and equity real estate totaling $6.9 billion and $6.2 billion at December 31, 2014 and 2013, respectively.

Fees for assets under management increased 5.9% from 2013 to 2014 and increased 4.8% from 2012 to 2013, in line with the change in average assets under management for the General Account and third parties.

Total assets under management increased $25.7 billion to $572.7. The $25.7 billion increase at December 31, 2014 as compared to December 31, 2013 resulted from increases in EQAT’s, VIP’s and market appreciation.

AllianceBernstein assets under management at December 31, 2014 totaled $474.0 billion as compared to $450.4 billion at December 31, 2013. The $23.6 billion increase was due to $17.2 billion of market appreciation, $5.1 billion of net inflows and acquisitions of $2.9 billion partially offset by an adjustment of $1.6 billion (AllianceBernstein now excludes assets for which it provides administrative services but not investment management services from AUM). The gross inflows of $42.1 billion, $23.9 billion and $6.5 billion in the Retail, Institutional and Private Wealth Management, respectively, offset the outflows of $42.6 billion, $18.4 billion and $6.4 billion, respectively. At December 31, 2014, non-U.S. clients accounted for 35% of the total AUM.

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Changes in assets under management at AllianceBernstein for 2014 and 2013 were 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 December 31, 2013	$	107.8	$	49.3	$	211.0	$	28.7	$	9.3	$	44.3	$	450.4
Long-term flows:
Sales/new accounts		15.2		1.7		43.3		4.6		0.6		7.1		72.5
Redemptions/terminations		(14.9)		(1.0)		(29.4)		(3.4)		(0.7)		(4.3)		(53.7)
Cash flow/unreinvested dividends		(5.0)		(3.4)		(7.4)		0.1		0.6		1.4		(13.7)
Net long-term (outflows) inflows		(4.7)		(2.7)		6.5		1.3		0.5		4.2		5.1
Acquisitions		2.9		-		-		-		-		-		2.9
AUM adjustment (3)		(0.1)		-		(1.4)		-		-		(0.1)		(1.6)
Market appreciation		6.6		3.8		3.3		1.6		0.3		1.6		17.2
Net change		4.7		1.1		8.4		2.9		0.8		5.7		23.6
Balance as of December 31, 2014	$	112.5	$	50.4	$	219.4	$	31.6	$	10.1	$	50.0	$	474.0
Balance as of December 31, 2012	$	95.4	$	40.3	$	224.0	$	30.8	$	7.9	$	31.6	$	430.0
Long-term flows:
Sales/new accounts		15.9		3.4		49.5		4.9		1.4		5.3		80.4
Redemptions/terminations		(22.4)		(0.7)		(46.9)		(5.1)		(0.7)		(1.3)		(77.1)
Cash flow/unreinvested dividends		(6.0)		(4.7)		(7.9)		(1.4)		0.9		3.5		(15.6)
Net long-term (outflows) inflows		(12.5)		(2.0)		(5.3)		(1.6)		1.6		7.5		(12.3)
Acquisitions		2.1		-		-		-		-		-		2.1
Market appreciation (depreciation)		22.8		11.0		(7.7)		(0.5)		(0.2)		5.2		30.6
Net change		12.4		9.0		(13.0)		(2.1)		1.4		12.7		20.4
Balance as of December 31, 2013	$	107.8	$	49.3	$	211.0	$	28.7	$	9.3	$	44.3	$	450.4

⁽¹⁾  Includes index and enhanced index services.

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

⁽³⁾  Excludes Institutional assets for which we provide administrative services but not investment management services and Retail funds seed capital for which we do not charge an investment management fee from AUM.

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

	Years Ended December 31,						% Change
	2014		2013		2012		2014-13			2013-12
	(In Billions)
Distribution Channel:
Institutions	$	234.3	$	225.4	$	218.9		4.0	%		2.9	%
Retail		159.6		149.4		128.2		6.8			16.5
Private Wealth Management		73.6		67.9		68.9		8.4			(1.3)
Total	$	467.5	$	442.7	$	416.0		5.6	%		6.4	%
Investment Service:
Equity Actively Managed	$	111.2	$	100.0	$	109.8		11.2	%		(8.9)	%
Equity Passively Managed(1)		49.6		45.1		36.1		9.9			25.1
Fixed Income Actively
Managed – Taxable		219.5		221.4		202.0		(0.9)			9.6
Fixed Income Actively
Managed – Tax-exempt		30.4		30.1		31.1		1.3			(3.4)
Fixed Income Passively
Managed(1)		9.7		8.6		5.9		12.6			46.3
Other(2)		47.1		37.5		31.1		25.5			20.8
Total	$	467.5	$	442.7	$	416.0		5.6	%		6.4	%

⁽¹⁾ Includes index and enhanced index services.

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

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GENERAL ACCOUNTS 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 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.

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 and liability amounts to GAIA.

Net General Account Investment Assets

December 31, 2014

Balance Sheet Captions:	Balance   Sheet Total		Other(1)		GAIA
	(In Millions)
Fixed maturities, available for sale, at fair value	$	33,034	$	1,279	$	31,755
Mortgage loans on real estate		6,463		(331)		6,794
Policy Loans		3,408		(107)		3,515
Other equity investments		1,757		123		1,634
Trading securities		5,143		630		4,513
Other invested assets		1,978		1,978		-
Total investments		51,783		3,572		48,211
Cash and cash equivalents		2,716		1,671		1,045
Short-term and long-term debt		(689)		(488)		(201)
Total	$	53,810	$	4,755	$	49,055

⁽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.

	2014				2013				2012
	Yield		Amount		Yield		Amount		Yield		Amount
	(Dollars in Millions)
Fixed Maturities:
Investment grade
Income (loss)		4.60 %	$	1,329		4.64 %	$	1,341		4.71 %	$	1,381
Ending assets				29,908				27,870				29,526
Below investment grade
Income		6.57 %		121		6.58 %		134		6.50 %		146
Ending assets				1,847				1,937				2,118
Mortgages:
Income (loss)		5.27 %		336		5.51 %		315		5.91 %		296
Ending assets				6,794				6,015				5,427
Other Equity Investments:
Income (loss)		12.17 %		203		13.25 %		203		11.78 %		179
Ending assets				1,634				1,653				1,409
Policy Loans:
Income		6.13 %		216		6.16 %		219		6.21 %		226
Ending assets				3,515				3,542				3,624
Cash and Short-term Investments:
Income		0.03 %		-		0.06 %		1		0.08 %		14
Ending assets				1,045				1,506				1,281
Trading Securities:
Income		0.91 %		38		0.18 %		5		1.38 %		15
Ending assets				4,513				3,658				1,839
Total Invested Assets:
Income		4.56 %		2,243		4.81 %		2,218		5.00 %		2,257
Ending Assets				49,256				46,181				45,224
Debt and Other:
Interest expense and other				(15)				(16)				(12)
Ending assets (liabilities)				(201)				(200)				(209)
Total:
Investment income		4.66 %		2,228		4.83 %		2,202		5.00 %		2,245
Less: investment fees		(0.11)%		(52)		(0.13)%		(59)		(0.11)%		(49)
Investment Income, Net		4.55 %	$	2,176		4.70 %	$	2,143		4.89 %	$	2,196
Ending Net Assets			$	49,055			$	45,981			$	45,015

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 December 31, 2014, 72.7% of the fixed maturity portfolio was publicly traded. At December 31, 2014, GAIA held CMBS with an amortized cost of $855 million. The General Account had a $3 million exposure to the direct sovereign debt of Italy and no exposure to the sovereign debt of Greece, Portugal, Spain and the Republic of Ireland at December 31, 2014.

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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⁾

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Millions)
At December 31, 2014:
Corporate Securities:
Finance	$	5,519	$	296	$	7	$	5,808
Manufacturing		5,982		426		20		6,388
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		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	$	257	$	33,689
At December 31, 2013:
Corporate Securities:
Finance	$	6,118	$	332	$	30	$	6,420
Manufacturing		6,139		380		87		6,432
Utilities		3,347		243		30		3,560
Services		3,072		202		29		3,245
Energy		1,528		107		13		1,622
Retail and wholesale		1,167		63		16		1,214
Transportation		745		57		7		795
Other		73		2		-		75
Total corporate securities		22,189		1,386		212		23,363
U.S. government		3,566		22		477		3,111
Commercial mortgage-backed		971		10		265		716
Residential mortgage-backed(2)		913		33		1		945
Preferred stock		883		54		51		886
State & municipal		444		35		2		477
Foreign governments		392		45		5		432
Asset-backed securities		132		11		3		140
Total	$	29,490	$	1,596	$	1,016	$	30,070

⁽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.

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Fixed Maturities Credit Quality

The Securities Valuation Office (“SVO”) of the National Association of Insurance Commissioners (“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 $1.4 billion, or 4.4%, of the total fixed maturities at December 31, 2014 and $1.6 billion, or 5.3%, of the total fixed maturities at December 31, 2013. Gross unrealized losses on public and private fixed maturities decreased from $1.0 billion in 2013 to $257 million in 2014. Below investment grade fixed maturities represented 41.6% and 22.2% of the gross unrealized losses at December 31, 2014 and 2013, respectively. For public, private and corporate fixed maturity categories, gross unrealized gains were lower and gross unrealized losses were higher in 2014 than in the prior year.

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

NAIC         Designation(1)	Rating Agency Equivalent	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In Millions)
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
At December 31, 2013:
1	Aaa, Aa, A	$	12,699	$	635	$	562	$	12,772
2	Baa		7,550		478		104		7,924
	Investment grade		20,249		1,113		666		20,696
3	Ba		706		36		12		730
4	B		150		3		12		141
5	C and lower		18		-		1		17
6	In or near default		79		-		45		34
	Below investment grade		953		39		70		922
Total Public Fixed Maturities		$	21,202	$	1,152	$	736	$	21,618

⁽¹⁾  At December 31, 2014 and 2013, no securities had been categorized based on expected NAIC designation pending receipt of SVO ratings.

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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

NAIC         Designation(1)	Rating Agency Equivalent	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In Millions)
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
At December 31, 2013:
1	Aaa, Aa, A	$	4,283	$	222	$	80	$	4,425
2	Baa		3,383		207		44		3,546
	Investment grade		7,666		429		124		7,971
3	Ba		245		6		14		237
4	B		77		-		12		65
5	C and lower		103		1		37		67
6	In or near default		198		8		93		113
	Below investment grade		623		15		156		482
Total Private Fixed Maturities		$	8,289	$	444	$	280	$	8,453

⁽¹⁾  Includes, as of December 31, 2014 and 2013, respectively, 38 securities with amortized cost of $447 million (fair value, $452 million) and 12 securities with amortized cost of $117 million (fair value, $106 million) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.

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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

NAIC         Designation	Rating Agency Equivalent	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In Millions)
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
At December 31, 2013:
1	Aaa, Aa, A	$	11,077	$	701	$	99	$	11,679
2	Baa		10,252		635		101		10,786
	Investment grade		21,329		1,336		200		22,465
3	Ba		717		40		8		749
4	B		129		2		4		127
5	C and lower		12		-		-		12
6	In or near default		2		8		-		10
	Below investment grade		860		50		12		898
Total Corporate Fixed Maturities		$	22,189	$	1,386	$	212	$	23,363

Asset-backed Securities

At December 31, 2014, the amortized cost and fair value of asset backed securities held were $86 million and $99 million, respectively; at December 31, 2013, those amounts were $132 million and $140 million, respectively. At December 31, 2014, the amortized cost and fair value of asset backed securities collateralized by sub-prime mortgages were $8 million and $8 million, respectively. At that same date, the amortized cost and fair value of asset backed securities collateralized by non-sub-prime mortgages were $30 million and $30 million, respectively.

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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

December 31, 2014

	Moody’s Agency Rating										Total		Total
									Ba and		December 31,		December 31,
Vintage	Aaa		Aa		A		Baa		Below		2014		2013
	(In Millions)
At amortized cost:
2004 and Prior Years	$	4	$	8	$	17	$	3	$	118	$	150	$	182
2005		15		30		34		23		308		410		425
2006		-		-		-		1		216		217		276
2007		-		-		-		-		78		78		88
Total CMBS	$	19	$	38	$	51	$	27	$	720	$	855	$	971
At fair value:
2004 and Prior Years	$	4	$	9	$	18	$	3	$	104	$	138	$	151
2005		15		30		34		23		278		380		353
2006		-		-		-		1		153		154		153
2007		-		-		-		-		63		63		59
Total CMBS	$	19	$	39	$	52	$	27	$	598	$	735	$	716

Mortgages

Investment Mix

At December 31, 2014 and 2013, respectively, approximately 14.0% and 13.3%, 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.

	December 31, 2014		December 31, 2013
	(In Millions)
Commercial mortgage loans	$	4,797	$	4,238
Agricultural mortgage loans		2,085	$	1,870
Total Mortgage Loans	$	6,882	$	6,108

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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

	December 31, 2014				December 31, 2013
	Amortized Cost		% of Total		Amortized Cost		% of Total
	(Dollars in Millions)
By Region:
U.S. Regions:
Middle Atlantic	$	1,957		28.4 %	$	1,473		24.1 %
Pacific		1,736		25.2		1,753		28.7
South Atlantic		875		12.7		890		14.6
East North Central		551		8.0		561		9.2
Mountain		544		7.9		419		6.9
West North Central		497		7.3		422		6.9
West South Central		412		6.0		348		5.7
New England		187		2.7		133		2.1
East South Central		123		1.8		109		1.8
Total Mortgage Loans	$	6,882		100.0 %	$	6,108		100.0 %
By Property Type:
Agricultural properties	$	2,085		30.3 %	$	1,870		30.6 %
Office buildings		1,902		27.6		1,945		31.8
Apartment complexes		1,418		20.6		1,089		17.8
Retail Stores		522		7.6		274		4.5
Hospitality		439		6.4		352		5.8
Industrial buildings		405		5.9		449		7.4
Other		111		1.6		129		2.1
Total Mortgage Loans	$	6,882		100.0 %	$	6,108		100.0 %

At December 31, 2014, 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%.

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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.

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

December 31, 2014

	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%	$	519	$	100	$	232	$	849	$	240	$	50	$	1,990
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 Commercial and Agricultural Mortgage Loans	$	1,992	$	627	$	1,366	$	2,176	$	577	$	144	$	6,882

⁽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 December 31, 2014.

Mortgage Loans by Year of Origination

	December 31, 2014
Year of Origination	Amortized Cost		% of Total
	(Dollars In Millions)
2014	$	1,696		24.6  %
2013		1,698		24.7
2012		1,250		18.2
2011		977		14.2
2010		200		2.9
2009 and prior		1,061		15.4
Total Mortgage Loans	$	6,882		100.0  %

At December 31, 2014 and 2013, respectively, $3 million and $9 million of mortgage loans were classified as problem loans while $63 million and $27 million were classified as potential problem loans and $93 million and $135 million were classified as restructured loans.

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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

December 31, 2014

	Number		Outstanding Recorded Investment
	of Loans		Pre-Modification		Post-Modification
			(Dollars In Millions)
Commercial mortgage loans		1		84		93

There were no default payments on the above loan during 2014.

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 December 31, 2014 and 2013.

	Commercial Mortgage Loans
	2014		2013		2012
	(In Millions)
Allowance for credit losses:
Beginning Balance, January 1,	$	42	$	34	$	32
Charge-offs		(14)		-		-
Recoveries		-		(2)		(24)
Provision		9		10		26
Ending Balance, December 31,	$	37	$	42	$	34
Ending Balance, December 31,:
Individually Evaluated for Impairment	$	37	$	42	$	34

Other Equity Investments

At December 31, 2014, private equity partnerships, hedge funds and real-estate related partnerships were 84.0% of total other equity investments. These interests, which represent 2.8% of GAIA, consist of a diversified portfolio of Leveraged Buyout (“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

	December 31, 2014		December 31, 2013
	(In Millions)
Common stock	$	261	$	214
Joint ventures and limited partnerships:
Private equity		995		1,061
Hedge funds		279		268
Real estate related		105		111
Total Other Equity Investments	$	1,640	$	1,654

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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 equity and fixed income 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. 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 against declining interest rates with respect to a part of its projected variable annuity sales.

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, are intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. The Company currently uses interest rate swaptions to reduce the risk associated with minimum guarantees on these interest-sensitive contracts.

Derivatives utilized to hedge equity market risks associated with the General Account’s investments in Separate Accounts

The Company’s General Account investment in Separate Account equity funds exposes the Company to equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.

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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 credit default swaps (“CDS”). 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 30-year, Treasury Inflation Protected Securities (“TIPS”) as General Account investments, and simultaneously enters into asset swap contracts (“ASW”), to result in payment of the variable principal at maturity and semi-annual coupons of the TIPS to the swap counterparty (pay variable) in return for fixed amounts (receive fixed). These ASWs, when considered in combination with the TIPS, together result in a net position that is intended to replicate a 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 credit default swap index (“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 derivative instruments, including those embedded in other contracts required to be accounted for as derivative instruments.

Derivative Instruments by Category

At or For the Year Ended December 31, 2014

							Gains (Losses)
			Fair Value				Reported in
	Notional		Asset		Liability		Net Earnings
	Amount		Derivatives		Derivatives		(Loss)
	(In Millions)
Freestanding derivatives
Equity contracts:(1)
Futures	$	5,821	$	-	$	-	$	(517)
Swaps		1,051		21		11		(74)
Options		6,896		1,215		742		196
Interest rate contracts:(1)
Floors		2,100		120		-		9
Swaps		11,558		603		12		1,511
Futures		10,647		-				459
Swaptions		4,800		72				37
Credit contracts:(1)
Credit default swaps		1,911		7		27		4
Net investment income								1,625
Embedded derivatives:
GMIB reinsurance contracts		-		10,711		-		3,964
GWBL and other features(2)		-		-		128		(128)
SCS, SIO, MSO and IUL indexed features(3)		-		-		380		(199)
Balances, December 31, 2014	$	44,784	$	12,749	$	1,300	$	5,262

⁽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 are reported in Policyholders’ account balances; MSO and IUL are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.

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Derivative Instruments by Category

At or For the Year Ended December 31, 2013

							Gains (Losses)
			Fair Value				Reported in
	Notional		Asset		Liability		Net Earnings
	Amount		Derivatives		Derivatives		(Loss)
	(In Millions)
Freestanding derivatives
Equity contracts:(1)
Futures	$	4,872	$	-	$	-	$	(1,424)
Swaps		1,208		-		48		(311)
Options		7,506		1,056		593		366
Interest rate contracts:(1)
Floors		2,400		193		-		(5)
Swaps		9,741		215		211		(1,011)
Futures		10,763		-				(314)
Swaptions		-		-				(154)
Credit contracts:(1)
Credit default swaps		300		9		-		5
Net investment income								(2,848)
Embedded derivatives:
GMIB reinsurance contracts		-		6,747		-		(4,297)
GWBL and other features(2)		-		-		-		265
SCS, SIO, MSO and IUL indexed features(3)		-		-		346		(429)
Balances, December 31, 2013	$	36,790	$	8,220	$	1,198	$	(7,309)

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

⁽²⁾  Reported in Future policy benefits and other policyholder liabilities.

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

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Derivative Instruments by Category

At or For the Year Ended December 31, 2012

							Gains (Losses)
			Fair Value				Reported in
	Notional		Asset		Liability		Net Earnings
	Amount		Derivatives		Derivatives		(Loss)
	(In Millions)
Freestanding derivatives
Equity contracts:(1)
Futures	$	6,098	$	-	$	-	$	(1,039)
Swaps		875		1		52		(313)
Options		3,492		443		219		66
Interest rate contracts:(1)
Floors		2,700		291		-		68
Swaps		18,130		554		352		412
Futures		14,033		-		-		84
Swaptions		7,608		502		-		(220)
Net investment income								(942)
Embedded derivatives:
GMIB reinsurance contracts		-		11,044		-		497
GWBL and other features(2)		-		-		265		26
Balances, December 31, 2012	$	52,936	$	12,835	$	888	$	(419)

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

⁽²⁾  Reported in Future policy benefits and other policyholder liabilities.

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 new 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 newly executed OTC derivatives. 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 OTC derivative contracts. New regulations will increase the amount and quality of collateral required to be posted for non-cleared OTC derivatives by requiring initial and 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.

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.

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

Realized Investment Gains (Losses), Net

	2014		2013		2012
	(In Millions)
Fixed maturities	$	(54)	$	(80)	$	(90)
Other equity investments		(3)		(4)		5
Other		(3)		(7)		(7)
Total	$	(60)	$	(91)	$	(92)

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

Fixed Maturities

Realized Investment Gains (Losses), Net

	2014		2013		2012
	(In Millions)
Gross realized investment gains:
Gross gains on sales and maturities	$	47	$	87	$	30
Total gross realized investment gains		47		87		30
Gross realized investment losses:
Other-than-temporary impairments recognized in earnings (loss)		(72)		(66)		(94)
Gross losses on sales and maturities		(29)		(101)		(26)
Total gross realized investment losses		(101)		(167)		(120)
Total	$	(54)	$	(80)	$	(90)

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)

	2014		2013		2012
	(In Millions)
Fixed Maturities:
Public fixed maturities	$	(33)	$	(18)	$	(18)
Private fixed maturities		(39)		(48)		(76)
Total fixed maturities securities		(72)		(66)		(94)
Equity securities		(3)		(4)		—
Total	$	(75)	$	(70)	$	(94)

OTTI on fixed maturities recorded in net earnings (loss) in 2014, 2013 and 2012 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.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Liquidity management is focused around 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.

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

	December 31, 2014				December 31, 2013
	Amount		% of Total		Amount		% of Total
	(Dollars in Millions)
Not subject to discretionary withdrawal provisions	$	3,003		15.0  %	$	3,522		18.0  %
Subject to discretionary withdrawal, with adjustment:
With market value adjustment		32		0.2		36		0.2
At contract value, less surrender charge of 5% or more		1,678		8.4		1,048		5.4
Subtotal		1,710		8.6		1,084		5.6
Subject to discretionary withdrawal at contract value with no surrender charge or surrender charge of less than 5%		15,342		76.4		14,950		76.4
Total Annuity Reserves And Deposit Liabilities	$	20,055		100.0  %	$	19,556		100.0  %

Analysis of Statement of Cash Flows

Years Ended December 31, 2014 and 2013

Cash and cash equivalents of $2.7 billion at December 31, 2014 increased $433 million from $2.3 billion at December 31, 2013.

Net cash used in operating activities was $617 million in 2014 as compared to net cash provided by operating activities of $161 million in 2013. 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 $2.8 billion, $656 million lower than the $3.4 billion net cash used by investing activities in 2013. The decrease was principally due to cash inflows related to derivatives of $999 million in 2014 as compared to cash outflows of $2.5 billion in 2013 and AllianceBernstein’s $61 million purchase of CPH partially offset by $2.8 billion higher net purchases of investments.

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Cash flows provided by financing activities increased $1.4 billion from $2.4 billion in 2013 to $3.8 billion in 2014. The impact of the net deposits to policyholders’ account balances was $4.0 billion and $4.3 billion in 2014 and 2013, respectively. Included in 2014 deposits to policyholders’ account balances are $500 million of funding agreements with the FHLBNY. During 2014 there was an increase of $950 million due to securities sold under a repurchase agreement and an increase in the change in collateralized assets and liabilities of $1.1 billion compared to a decrease of $388 million in 2013. Change in short term borrowings increased $221 million in 2014 compared to a decrease of $55 million in the 2013, which primarily reflect AllianceBernstein’s commercial paper program activity. The increases in cash provided by financing activities were partially offset by $382 million of dividends paid to AXA Financial in 2014 and distributions to noncontrolling interest of $401 million in 2014 as compared to $306 million in 2013. In both second quarter 2014 and 2013, the Company repaid $500 million 7.1% callable surplus notes to AXA Financial which were scheduled to mature on December 1, 2018. In addition, the Company repaid a $325 million 6.0% callable surplus note to AXA Financial in 2014 which was scheduled to mature on December 1, 2035.

Years Ended December 31, 2013 and 2012

Cash and cash equivalents of $2.3 billion at December 31, 2013 decreased $879 million from $3.2 billion at December 31, 2012.

Net cash provided by (used in) operating activities was $74 million in 2013 as compared to the $(780) million in 2012. 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 and contributions to benefit plans, other cash expenditures and tax payments.

Net cash used in investing activities was $3.4 billion in 2013, $737 million higher than the $2.7 billion in 2012. The change was principally due to cash outflows related to derivatives of $2.5 billion in 2013 as compared to $287 million in 2012. There were net purchases of $823 million in 2013 as compared to $2.4 billion in 2012.

Cash flows provided by financing activities decreased $931 million from $3.4 billion in 2012 to $2.5 billion in 2013. The decrease resulted from a $500 million repayment of loans from affiliates in 2013, $388 million higher cash outflows from changes in collateralized assets and liabilities, $174 million lower net deposits to policyholders’ account balances ($4.3 billion in 2013 compared to $4.5 billion in 2012) and the absence of a capital contribution of $195 million recorded in 2012 from the sale of AXA Equitable’s 50% interest in a real estate joint venture to an AXA Financial subsidiary. These decreases were offset by $125 million lower AllianceBernstein Holding units purchased by AllianceBernstein to fund long-term incentive compensation plan awards ($113 million in 2013 compared to $238 million in 2012) and $128 million lower dividends to shareholders ($234 million in 2013 compared to $362 million in 2012).

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.

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, dividends and distributions from subsidiaries, FHLBNY funding agreements and repurchase agreements.

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. At December 31, 2014, this asset pool included an aggregate of $2.0 billion in highly liquid short-term investments, as compared to $1.5 billion at December 31, 2013. 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.

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Other liquidity sources include dividends and distributions from AllianceBernstein and other subsidiaries. In 2014, the Company received cash distributions from AllianceBernstein and AllianceBernstein Holding of $187 million as compared to $168 million in 2013. In 2014, the Company received cash distributions from AXA Equitable Funds Management Group LLC (“FMG”) of $300 million as compared to $335 million in 2013.

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. As membership requires the ownership of member stock, AXA Equitable purchased stock to meet its membership requirement ($30 million, as of December 31, 2014). Any borrowings from the FHLBNY require the purchase of FHLBNY activity based stock in an amount equal to 4.5% of the borrowings. AXA Equitable’s capacity with the FHLBNY was increased during second quarter 2014 from $1.0 billion to $3.0 billion. At 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. 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. Principal and interest payments of surplus notes require prior approval by the NYDFS.

At December 31, 2014, AXA Equitable had no other short-term debt outstanding.

Affiliated borrowings. In 2005, AXA Equitable issued a surplus note to AXA Financial in the amount of $325 million with an interest rate of 6.0% and was scheduled to mature on December 1, 2035. In December 2014, AXA Equitable repaid this note at par value plus interest accrued of $1 million to AXA Financial.

In December 2008, AXA Equitable issued a $500 million callable 7.1% surplus note to AXA Financial. The note pays interest semi-annually and was scheduled to mature on December 1, 2018. In June 2014, AXA Equitable repaid this note at par value plus interest accrued of $3 million to AXA Financial.

Affiliated loans. In third quarter 2013, AXA Equitable purchased, at fair value, AXA Arizona’s $50 million note receivable from AXA for $56 million. This note pays interest semi-annually at an interest rate of 5.4% and matures on December 15, 2020.

In June 2009, AXA Equitable sold real estate property valued at $1.1 billion to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property reported in Loans to affiliates in the consolidated balance sheets. In November 2014, this loan was refinanced and a new $382 million, seven year term loan with an interest rate of 4.0% was issued.

In September 2007, AXA Equitable purchased a $650 million 5.4% Senior Unsecured Note from AXA. The note pays interest semi-annually and was scheduled to mature on September 30, 2012. In March 2011, the maturity date of the note was extended to December 30, 2020 and the interest rate was increased to 5.7%.

Off Balance Sheet Transactions. At December 31, 2014 and 2013, 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.

Guarantees and Other Commitments. AXA Equitable had approximately $16 million of undrawn letters of credit related to reinsurance as well as $476 million and $498 million of commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements, respectively, at December 31, 2014.

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 December 31, 2014, 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 variable annuity with enhanced GMDB and GMIB riders 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

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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 ($8.8 billion at December 31, 2014) and/or letters of credit ($3.0 billion at December 31, 2014). These letters of credit are guaranteed by AXA. Under the reinsurance transactions, AXA Arizona 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. For additional information, see “Item 1A – Risk Factors”.

AXA Equitable monitors its regulatory capital requirements on an ongoing basis taking into account the prevailing conditions in the capital markets. Lower interest rates and/or poor equity market performance increase the reserve requirements and capital needed to support the variable annuity guarantee business. While future capital requirements will depend on future market conditions, including regulations related to AXA Arizona, management believes that AXA Equitable will continue to have the ability to meet the capital requirements necessary to support its business. For additional information, see “Item 1A – Risk Factors”.

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 2014, AXA Equitable paid $382 million in shareholder dividends. In 2013, AXA Equitable paid $234 million in shareholder dividends and transferred approximately 10.9 million in Units of AllianceBernstein at fair value of $234 million in the form of a dividend to AXA Financial. In 2012, AXA Equitable paid $362 million in shareholder dividends.

For 2014, 2013 and 2012, respectively, AXA Equitable’s statutory net income (loss) totaled $1.7 billion, $(28) million and $602 million. Statutory surplus, capital stock and Asset Valuation Reserve totaled $5.8 billion and $4.4 billion at December 31, 2014 and 2013, respectively.

For additional information, see “Item 1 – Business – Regulation” and “Item 1A – Risk Factors”.

AllianceBernstein

AllianceBernstein’s primary sources of liquidity have been cash flows from operations, the issuance of commercial paper and proceeds from sales of investments. AllianceBernstein requires financial resources to fund distributions to its General Partner and Unitholders, capital expenditures, repayments of commercial paper and purchases of Holding Units to fund deferred compensation plans.

Debt and Credit Facilities

At December 31, 2014 and 2013, AllianceBernstein had $489 million and $268 million, respectively, in commercial paper outstanding with weighted average interest rates of approximately 0.3% for both periods. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value. Average daily borrowings of commercial paper during 2014 and 2013 were $335 million and $282 million, respectively, with weighted average interest rates of approximately 0.2% and 0.3%, respectively.

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, which matures on January 17, 2017. 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 management expects

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to draw on the AB Credit Facility from time to time. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.

The AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2014, AllianceBernstein was in compliance with these covenants. The AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

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 December 31, 2014 and 2013, AllianceBernstein and SCB LLC had no amounts outstanding under the AB Credit Facility. During 2014 and 2013, AllianceBernstein and SCB LLC did not draw upon the Credit Facility.

In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $200 million, with AllianceBernstein named as an additional borrower, while three lines have no stated limit.

As of December 31, 2014 and 2013, we had no uncommitted bank loans outstanding. Average daily borrowings of uncommitted bank loans during 2014 and 2013 were $6 million and $6 million, respectively, with weighted average interest rates of approximately 1.1% and 1.0% for 2014 and 2013, respectively.

AllianceBernstein’s financial condition and access to public and private debt markets should provide adequate liquidity for AllianceBernstein’s general business needs. AllianceBernstein’s Management believes that cash flow from operations and the issuance of debt and AllianceBernstein Units or Holding Units will provide AllianceBernstein with the resources necessary to meet its financial obligations. For further information, see AllianceBernstein’s Annual Report on Form 10-K for the year ended December 31, 2014.

Other AllianceBernstein Transactions

AllianceBernstein engages in open-market purchases of AllianceBernstein Holding L.P. (“AB Holding”) Units (“Holding units”) to help fund anticipated obligations under its incentive compensation award program, for purchases of Holding Units from employees and other corporate purposes. During 2014 and 2013, AllianceBernstein purchased 3.6 million and 5.2 million Holding Units for $93 million and $111 million respectively. These amounts reflect open-market purchases of 0.3 million and 1.9 million Holding Units for $7 million and $39 million, respectively, with the remainder relating to purchases of Holding Units from employees to allow them to fulfill statutory tax requirements at the time of distribution of long-term incentive compensation awards, offset by Holding Units purchased by employees as part of a distribution reinvestment election.

AllianceBernstein granted to employees and Eligible Directors 7.6 million restricted AB Holding Unit awards (including 6.6 million granted in December for 2014 year-end awards). During 2013, AllianceBernstein granted to employees and Eligible Directors 13.9 million restricted AB Holding awards (including 6.5 million granted in December 2013 for 2013 year-end awards and 6.5 million granted in January 2013 for 2012 year-end awards). Prior to third quarter 2013, AllianceBernstein funded these awards by allocating previously repurchased Holding units that had been held in its consolidated rabbi trust. In 2014, AB Holding used Holding units repurchased during the fourth quarter of 2014 and newly-issued Holding units to fund restricted Holding awards.

Effective July 1, 2013, management of AllianceBernstein and AllianceBernstein Holding L.P. (“AB Holding”) retired all unallocated Holding units in AllianceBernstein’s consolidated rabbi trust. To retire such units, AllianceBernstein delivered the unallocated Holding units held in its consolidated rabbi trust to AB Holding in exchange for the same amount of AllianceBernstein units. Each entity then retired its respective units. As a result, on July 1, 2013, each of AllianceBernstein’s and AB Holding’s units outstanding decreased by approximately 13.1 million units. AllianceBernstein and AB Holding intend to retire additional units as AllianceBernstein purchases Holding units on the open market or from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards, if such units are not required to fund new employee awards in the near future. If a sufficient number of Holding units is not available in the rabbi trust to fund new awards, AB Holding will issue new Holding units in exchange for newly-issued AllianceBernstein units, as was done in December 2014.

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The 2012 long-term incentive compensation awards allowed most employees to allocate their award between restricted Holding units and deferred cash. As a result, 6.5 million restricted Holding unit awards for the December 2012 awards were awarded and allocated as such within the consolidated rabbi trust in January. There were approximately 17.9 million unallocated Holding units remaining in the consolidated rabbi trust as of December 31, 2012. The purchases and issuances of Holding units resulted in an increase of $60 million in Capital in excess of par value during 2012 with a corresponding decrease of $60 million in Noncontrolling interest.

Off-Balance Sheet Arrangements

AllianceBernstein had no off-balance sheet arrangements other than the guarantees that are discussed below.

Guarantees

Under various circumstances, AllianceBernstein guarantees the obligations of its consolidated subsidiaries.

AllianceBernstein maintains a guarantee in connection with the $1.0 billion AB Credit Facility. If SCB LLC is unable to meet its obligations, AllianceBernstein will pay the obligations when due or on demand. In addition, AllianceBernstein maintains guarantees totaling $400 million for three of SCB LLC’s uncommitted lines of credit.

AllianceBernstein maintains a guarantee with a commercial bank, under which it guarantees the obligations in the ordinary course of business of SCB LLC, SCBL and AllianceBernstein Holdings (Cayman) Ltd. AllianceBernstein also maintains three additional guarantees with other commercial banks, under which it guarantees approximately $448 million of obligations for SCBL. In the event SCB LLC, SCBL or AllianceBernstein Holdings (Cayman) Ltd. is unable to meet its obligations, AllianceBernstein will pay the obligations when due or on demand.

AllianceBernstein also has three smaller guarantees with a commercial bank totaling approximately $3 million, under which it guarantees certain obligations in the ordinary course of business of two foreign subsidiaries.

AllianceBernstein has not been required to perform under any of the above agreements and currently has no liability in connection with these agreements.

CONTRACTUAL OBLIGATIONS

The Company is involved in a number of ventures and transactions with AXA and certain of its affiliates: See Notes 10, 11, 12 and 16 of Notes to the Consolidated Financial Statements and “Certain Relationships and Related Party Transactions” contained elsewhere herein and AllianceBernstein’s Report on Form 10-K for the year ended December 31, 2014 for information on related party transactions.

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A schedule of future payments under certain of the Company’s consolidated contractual obligations follows:

Contractual Obligations - December 31, 2014

			Payments Due by Period
	Total		Less than 1 year		1 - 3 years		4 -5 years		Over 5 years
	(In Millions)
Contractual obligations:
Policyholders liabilities - policyholders’ account balances, future policy benefits and other policyholders liabilities(1)	$	99,588	$	1,543	$	4,808	$	6,172	$	87,065
Short-term debt		200		200		-		-		-
AllianceBernstein commercial paper		489		489		-		-		-
Interest on short-term debt		15		15		-		-		-
Operating leases		2,092		211		421		379		1,081
AllianceBernstein Funding commitments		38		9		13		16		-
Employee benefits		1,762		186		379		364		833
Total Contractual Obligations	$	104,184	$	2,653	$	5,621	$	6,931	$	88,979

⁽¹⁾  Policyholders liabilities represent estimated cash flows out of the General Account related to the payment of death and disability claims, policy surrenders and withdrawals, annuity payments, minimum guarantees on Separate Account funded contracts, matured endowments, benefits under accident and health contracts, policyholder dividends and future renewal premium-based and fund-based commissions offset by contractual future premiums and deposits on in-force contracts. These estimated cash flows are based on mortality, morbidity and lapse assumptions comparable with the Company’s experience and assume market growth and interest crediting consistent with assumptions used in amortizing DAC. These amounts are undiscounted and, therefore, exceed the Policyholders’ account balances and Future policy benefits and other policyholder liabilities included in the consolidated balance sheet included elsewhere herein. They do not reflect projected recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows will differ from these estimates (see “Critical Accounting Estimates – Future Policy Benefits”). Separate Accounts liabilities have been excluded as they are legally insulated from General Account obligations and will be funded by cash flows from Separate Accounts assets.

Unrecognized tax benefits of $552 million including $11 million related to AllianceBernstein were not included in the above table because it is not possible to make reasonably reliable estimates of the occurrence or timing of cash settlements with the respective taxing authorities.

During 2009, AllianceBernstein entered into a subscription agreement under which it committed to invest up to $35 million, as amended in 2011, in a venture capital fund over a six-year period. As of December 31, 2014, AllianceBernstein had funded $32 million of this commitment.

During 2010, as general partner of the AllianceBernstein U.S. Real Estate L.P. Fund, AllianceBernstein committed to invest $25 million in the Real Estate Fund. As of December 31, 2014, AllianceBernstein had funded $16 million of this commitment.

During 2012, AllianceBernstein entered into an investment agreement under which it committed to invest up to $8 million in an oil and gas fund over a three-year period. As of December 31, 2014, AllianceBernstein had funded $6 million of this commitment.

At year-end 2014, AllianceBernstein had a $267 million accrual for compensation and benefits, of which $152 million is expected to be paid in 2015, $63 million in 2016 and 2017, $17 million in 2018-2019 and the rest thereafter. Further, AllianceBernstein expects to make contributions to its qualified profit sharing plan of approximately $13 million in each of the next four years.

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In addition, the Company has obligations under contingent commitments at December 31, 2014, including: AllianceBernstein’s revolving credit facility and commercial paper program; AXA Equitable’s $16 million undrawn letters of credit; as well as the Company’s $476 million and $498 million commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements, respectively. Information on these contingent commitments can be found in Notes 10, 16 and 17 of Notes to Consolidated Financial Statements.

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Part II, Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

The Company’s businesses are subject to financial, market, political and economic risks, as well as to risks inherent in its business operations. The discussion that follows provides additional information on market risks arising from its insurance asset/liability management and asset management activities. Such risks are evaluated and managed by each business on a decentralized basis. Primary market risk exposure results from interest rate fluctuations, equity price movements and changes in credit quality.

Insurance Group

Insurance Group results significantly depend on profit margins or “spreads” between investment results from assets held in the General Account (“General Account Investment Assets”) and interest credited on individual insurance and annuity products. Management believes its fixed rate liabilities should be supported by a portfolio principally composed of fixed rate investments that generate predictable, steady rates of return. Although these assets are purchased for long-term investment, the portfolio management strategy considers them available for sale in response to changes in market interest rates, changes in prepayment risk, changes in relative values of asset sectors and individual securities and loans, changes in credit quality outlook and other relevant factors. See the “Investments” section of Note 2 of Notes to Consolidated Financial Statements for the accounting policies for the investment portfolios. The objective of portfolio management is to maximize returns, taking into account interest rate and credit risks. Insurance asset/liability management includes strategies to minimize exposure to loss as interest rates and economic and market conditions change. As a result, the fixed maturity portfolio has modest exposure to call and prepayment risk and the vast majority of mortgage holdings are fixed rate mortgages that carry yield maintenance and prepayment provisions.

Investments with Interest Rate Risk – Fair Value.    Insurance Group assets with interest rate risk include fixed maturities and mortgage loans that make up 92.8% of the carrying value of General Account Investment Assets at December 31, 2014. As part of its asset/liability management, quantitative analyses are used to model the impact various changes in interest rates have on assets with interest rate risk. The table that follows shows the impact an immediate 100 BP increase in interest rates at December 31, 2014 and 2013 would have on the fair value of fixed maturities and mortgage loans:

Interest Rate Risk Exposure

	December 31, 2014				December 31, 2013
	Fair Value		Balance After +100 BP Change		Fair Value		Balance After +100 BP Change
	(In Millions)
Insurance Group:
Fixed maturities:
Fixed rate	$	37,628	$	34,862	$	33,357	$	31,511
Floating rate		722		719		533		529
Mortgage loans		7,010		6,683		6,114		5,838

A 100 BP increase in interest rates is a hypothetical rate scenario used to demonstrate potential risk; it does not represent management’s view of future market changes. While these fair value measurements provide a representation of interest rate sensitivity of fixed maturities and mortgage loans, they are based on various portfolio exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to management’s assessment of changing market conditions and available investment opportunities.

7A-1

Investments with Equity Price Risk – Fair Value.    The investment portfolios also have direct holdings of public and private equity securities. The following table shows the potential exposure from those equity security investments, measured in terms of fair value, to an immediate 10% drop in equity prices from those prevailing at December 31, 2014 and 2013:

Equity Price Risk Exposure

	December 31, 2014				December 31, 2013
	Fair Value		Balance After -10% Equity Price Change		Fair Value		Balance After -10% Equity Price Change
	(In Millions)
Insurance Group	$	32	$	29	$	29	$	26

A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent management’s view of future market changes. The fair value measurements shown are based on the equity securities portfolio exposures at a particular point in time and these exposures will change as a result of ongoing portfolio activities in response to management’s assessment of changing market conditions and available investment opportunities.

Liabilities with Interest Rate Risk – Fair Value. At December 31, 2014 and 2013, respectively, the aggregate carrying values of policyholders’ liabilities were $55.3 billion and $52.0 billion, approximately $45.3 billion and $43.2 billion of which liabilities are reactive to interest rate fluctuations. The aggregate fair value of such liabilities at December 31, 2014 and 2013 were $60.2 billion and $48.2 billion, respectively. The impact of a relative 1% decrease in interest rates would be an increase in the fair value of those liabilities of $8.8 billion and $4.4 billion, respectively. While these fair value measurements provide a representation of the interest rate sensitivity of policyholders’ liabilities, they are based on the composition of such liabilities at a particular point in time and may not be representative of future results.

Asset/liability management is integrated into many aspects of the Insurance Group’s operations, including investment decisions, product development and determination of crediting rates. As part of its risk management process, numerous economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine if existing assets would be sufficient to meet projected liability cash flows. Key variables include policyholder behavior, such as persistency, under differing crediting rate strategies.

At December 31, 2014 and 2013, the aggregate fair value of short-term and long-term debt surplus notes issued by AXA Equitable was $212 million and $225 million, respectively. The table below shows the potential fair value exposure to an immediate 100 BP decrease in interest rates from those prevailing at the end of 2014 and 2013.

Interest Rate Risk Exposure

	December 31, 2014				December 31, 2013
	Fair Value		Balance After -100 BP Change		Fair Value		Balance After -100 BP Change
	(In Millions)
Fixed rate	$	212	$	214	$	225	$	229

Derivatives and Interest Rate and Equity Risks – Fair Value.    The Company primarily uses derivative contracts for asset/liability risk management, to mitigate the Company’s exposure to equity market decline and interest rate risks and for hedging individual securities. In addition, the Company periodically enters into forward, exchange-traded futures and interest rate swap, swaptions, floor contracts and credit default swaps to reduce the economic impact of movements in the equity and fixed income markets, including the program to hedge certain risks associated with the GMDB and GMIB features of the Accumulator^® series of annuity products. As more fully described in Notes 2 and 3 of Notes to Consolidated Financial Statements, various traditional derivative financial instruments are used to achieve these objectives, including interest rate floors to hedge crediting rates on interest-sensitive individual annuity contracts, interest rate futures to protect against declines in interest rates between receipt of funds and purchase of appropriate assets, interest rate swaps to modify the duration and cash flows of fixed maturity investments and long-term debt and open exchange-traded options to mitigate the

7A-2

adverse effects of equity market declines on the Company’s statutory reserves. To minimize credit risk exposure associated with its derivative transactions, each counterparty’s credit is appraised and approved and risk control limits and monitoring procedures are applied. Credit limits are established and monitored on the basis of potential exposures that take into consideration current market values and estimates of potential future movements in market values given potential fluctuations in market interest rates. To reduce credit exposures in over-the-counter (“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. The Company further controls and minimizes its counterparty exposure through a credit appraisal and approval process. Under the ISDA Master Agreement, the Company generally has executed a Credit Support Annex (“CSA”) with each of its OTC derivative counterparties that require both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities or those issued by government agencies.

Mark to market exposure is a point-in-time measure of the value of a derivative contract in the open market. A positive value indicates existence of credit risk for the Company because the counterparty would owe money to the Company if the contract were closed. Alternatively, a negative value indicates the Company would owe money to the counterparty if the contract were closed. If there is more than one derivative transaction outstanding with a counterparty, a master netting arrangement exists with the counterparty. In that case, the market risk represents the net of the positive and negative exposures with the single counterparty. In management’s view, the net potential exposure is the better measure of credit risk.

At December 31, 2014 and 2013, the net fair values of the Company’s derivatives were $1.2 billion and $619 million, respectively. The table that follows shows the interest rate or equity sensitivities of those derivatives, measured in terms of fair value. These exposures will change as a result of ongoing portfolio and risk management activities.

Insurance Group - Derivative Financial Instruments

					Interest Rate Sensitivity
	Notional     Amount		Weighted     Average Term (Years)		Balance After     -100 BP Change		Fair Value		Balance After     +100 BP Change
	(In Millions, Except for Weighted Average Term)
December 31, 2014
Floors	$	2,100		2.0	$	139	$	120	$	100
Swaps		11,558		3.0		2,194		591		(696)
Futures		10,647				192		-		(114)
Swaption		4,800		2.0		445		72		6
Credit Default Swaps		1,911		3.0		(19)		(20)		(19)
Total	$	31,016			$	2,951	$	763	$	(723)
December 31, 2013
Floors	$	2,400		3.0	$	238	$	193	$	139
Swaps		10,041		3.0		1,076		12		(865)
Futures		10,763				287		-		(185)
Total	$	23,204			$	1,601	$	205	$	(911)
							Equity Sensitivity
							Fair Value		Balance after - 10% Equity Price Shift
December 31, 2014
Futures	$	5,821		-			$	-	$	533
Swaps		1,051		-				10		152
Options		6,896		2.0				472		262
Total	$	13,768					$	482	$	947
December 31, 2013
Futures	$	4,872					$	-	$	435
Swaps		1,208		1.0				(48)		89
Options		7,506		3.0				462		279
Total	$	13,586					$	414	$	803

7A-3

In addition to the freestanding derivatives discussed above, the Company has entered into reinsurance contracts to mitigate the risk associated with the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts. These reinsurance contracts are considered derivatives under the guidance on derivatives and hedging and were reported at their fair values of $10.7 billion and $6.7 billion at December 31, 2014 and 2013, respectively. The potential fair value exposure to an immediate 10% drop in equity prices from those prevailing at December 31, 2014 and 2013, respectively, would increase the balances of the reinsurance contract asset to $11.7 billion and $7.6 billion. Also, the SCS, SIO, MSO, IUL, GIB, GWBL and other feature’s liability associated with certain annuity contracts is similarly considered to be a derivative for accounting purposes and was reported at its fair value. The liability for SCS, SIO, MSO, IUL, GIB and GWBL and other features was $508 million at December 31, 2014 and the liability for GIB and GWBL and other features was $346 million at December 31, 2013. The potential fair value exposure to an immediate 10% drop in equity prices from those prevailing at December 31, 2014 and 2013, respectively, would be to decrease the liability balance to $331 million and $292 million.

Investment Management

AllianceBernstein’s investments consist of trading and available-for-sale investments and other investments. AllianceBernstein’s trading and available-for-sale investments include U.S. Treasury bills and equity and fixed income mutual funds investments. Trading investments are purchased for short-term investment, principally to fund liabilities related to deferred compensation plans and to seed new investment services. Although available-for-sale investments are purchased for long-term investment, the portfolio strategy considers them available-for-sale from time to time due to changes in market interest rates, equity prices and other relevant factors. Other investments include investments in hedge funds sponsored by AllianceBernstein and other private investment vehicles.

Investments with Interest Rate Risk – Fair Value.    The table below provides AllianceBernstein’s potential exposure with respect to its fixed income investments, measured in terms of fair value, to an immediate 100 BP increase in interest rates at all maturities from the levels prevailing at December 31, 2014 and 2013:

Interest Rate Risk Exposure

	December 31, 2014				December 31, 2013
	Fair Value		Balance After +100 BP Point		Fair Value		Balance After +100 BP Change
	(In Millions)
Fixed Income Investments:
Trading		$          196	$	185		$          237	$	224

Such a fluctuation in interest rates is a hypothetical rate scenario used to calibrate potential risk and does not represent AllianceBernstein management’s view of future market changes. While these fair value measurements provide a representation of interest rate sensitivity of its investments in fixed income mutual funds and fixed income hedge funds, they are based on AllianceBernstein’s exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing changes in investments in response to AllianceBernstein management’s assessment of changing market conditions and available investment opportunities.

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Investments with Equity Price Risk – Fair Value.    AllianceBernstein’s investments include investments in equity mutual funds and equity hedge funds. The following table presents AllianceBernstein’s potential exposure from its equity investments, measured in terms of fair value, to an immediate 10% drop in equity prices from those prevailing at December 31, 2014 and 2013:

Equity Price Risk Exposure

	December 31, 2014				December 31, 2013
	Fair Value		Balance After -10% Equity Price Change		Fair Value		Balance After -10% Equity Price Change
	(In Millions)
Equity Investments:
Trading	$	410	$	369	$	337	$	303
Available-for-sale and other investments		157		141		205		185

A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent AllianceBernstein management’s view of future market changes. While these fair value measurements provide a representation of equity price sensitivity of AllianceBernstein’s investments in equity mutual funds and equity hedge funds, they are based on AllianceBernstein’s exposure at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to AllianceBernstein management’s assessment of changing market conditions and available investment opportunities.

For further information on AllianceBernstein’s market risk, see AllianceBernstein L.P. and AllianceBernstein Holding’s Annual Reports on Form 10-K for the year ended December 31, 2014.

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Part II, Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

AXA EQUITABLE LIFE INSURANCE COMPANY

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements:
Consolidated Balance Sheets, December 31, 2014 and 2013	F-2
Consolidated Statements of Earnings (Loss), Years Ended December 31, 2014, 2013 and 2012	F-4
Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2014, 2013 and 2012	F-5
Consolidated Statements of Equity, Years Ended December 31, 2014, 2013 and 2012	F-6
Consolidated Statements of Cash Flows, Years Ended December 31, 2014, 2013 and 2012	F-7
Notes to Consolidated Financial Statements	F-9
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules	F-96
Consolidated Financial Statement Schedules:
Schedule I - Summary of Investments - Other than Investments in Related Parties, December 31, 2014	F-97
Schedule III - Supplementary Insurance Information, Years Ended December 31, 2014, 2013 and 2012	F-98
Schedule IV - Reinsurance, Years Ended December 31, 2014, 2013 and 2012	F-101

FS-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of

AXA Equitable Life Insurance Company:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings (loss), of comprehensive income (loss), of equity and of cash flows present fairly, in all material respects, the financial position of AXA Equitable Life Insurance Company and its subsidiaries (the “Company”) at December 31, 2014 and December 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 10, 2015

F-1

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

	2014		2013
ASSETS	(In Millions)
Investments:
Fixed maturities available for sale, at fair value	$	33,034	$	29,419
Mortgage loans on real estate		6,463		5,684
Policy loans		3,408		3,434
Other equity investments		1,757		1,866
Trading securities		5,143		4,221
Other invested assets		1,978		1,353
Total investments		51,783		45,977
Cash and cash equivalents		2,716		2,283
Cash and securities segregated, at fair value		476		981
Broker-dealer related receivables		1,899		1,539
Deferred policy acquisition costs		4,271		3,874
Goodwill and other intangible assets, net		3,762		3,703
Amounts due from reinsurers		4,051		3,934
Loans to affiliates		1,087		1,088
Guaranteed minimum income benefit reinsurance asset, at fair value		10,711		6,747
Other assets		4,190		4,418
Separate Accounts’ assets		111,059		108,857
Total Assets	$	196,005	$	183,401
LIABILITIES
Policyholders’ account balances	$	31,848	$	30,340
Future policy benefits and other policyholders liabilities		23,484		21,697
Broker-dealer related payables		1,501		538
Customers related payables		1,501		1,698
Amounts due to reinsurers		74		71
Short-term and long-term debt		689		468
Loans from affiliates		-		825
Current and deferred income taxes		4,785		2,813
Other liabilities		2,939		2,653
Separate Accounts’ liabilities		111,059		108,857
Total liabilities		177,880		169,960
Redeemable Noncontrolling Interest	$	17	$	-

Commitments and contingent liabilities (Notes 2, 7, 10, 11, 12, 13, 16 and 17)

F-2

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(CONTINUED)

	2014		2013
EQUITY	(In Millions)
AXA Equitable’s equity:
Common stock, $1.25 par value, 2 million shares authorized, issued and outstanding	$	2	$	2
Capital in excess of par value		5,957		5,934
Retained earnings		8,809		5,205
Accumulated other comprehensive income (loss)		351		(603)
Total AXA Equitable’s equity		15,119		10,538
Noncontrolling interest		2,989		2,903
Total equity		18,108		13,441
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	196,005	$	183,401

See Notes to Consolidated Financial Statements.

F-3

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

	2014		2013		2012
	(In Millions)
REVENUES
Universal life and investment-type product policy fee income	$	3,475	$	3,546	$	3,334
Premiums		514		496		514
Net investment income (loss):
Investment income (loss) from derivative instruments		1,605		(2,866)		(978)
Other investment income (loss)		2,210		2,237		2,316
Total net investment income (loss)		3,815		(629)		1,338
Investment gains (losses), net:
Total other-than-temporary impairment losses		(72)		(81)		(96)
Portion of loss recognized in other comprehensive income (loss)		-		15		2
Net impairment losses recognized		(72)		(66)		(94)
Other investment gains (losses), net		14		(33)		(3)
Total investment gains (losses), net		(58)		(99)		(97)
Commissions, fees and other income		3,930		3,823		3,574
Increase (decrease) in the fair value of the reinsurance contract asset		3,964		(4,297)		497
Total revenues		15,640		2,840		9,160
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		3,708		1,691		2,989
Interest credited to policyholders’ account balances		1,186		1,373		1,166
Compensation and benefits		1,739		1,743		1,672
Commissions		1,147		1,160		1,248
Distribution related payments		413		423		367
Amortization of deferred sales commissions		42		41		40
Interest expense		53		88		108
Amortization of deferred policy acquisition costs		215		580		576
Capitalization of deferred policy acquisition costs		(628)		(655)		(718)
Rent expense		163		169		201
Amortization of other intangible assets		27		24		24
Other operating costs and expenses		1,460		1,512		1,429
Total benefits and other deductions		9,525		8,149		9,102
Earnings (loss) from operations, before income taxes	$	6,115	$	(5,309)	$	58
Income tax (expense) benefit		(1,695)		2,073		158
Net earnings (loss)		4,420		(3,236)		216
Less: net (earnings) loss attributable to the noncontrolling interest		(387)		(337)		(121)
Net Earnings (Loss) Attributable to AXA Equitable	$	4,033	$	(3,573)	$	95

See Notes to Consolidated Financial Statements.

F-4

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

	2014		2013		2012
	(In Millions)
COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	$	4,420		$            (3,236)		$            216
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment		948		(1,211)		580
Change in defined benefit plans		(23)		299		26
Total other comprehensive income (loss), net of income taxes		925		(912)		606
Comprehensive income (loss)		5,345		(4,148)		822
Less: Comprehensive (income) loss attributable to noncontrolling interest		(358)		(345)		(113)
Comprehensive Income (Loss) Attributable to AXA Equitable	$	4,987		$            (4,493)	$	709

See Notes to Consolidated Financial Statements.

F-5

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

	2014		2013		2012
	(In Millions)
EQUITY
AXA Equitable’s Equity:
Common stock, at par value, beginning and end of year	$	2	$	2	$	2
Capital in excess of par value, beginning of year		5,934		5,992		5,743
Deferred tax on dividend of AllianceBernstein Units		(26)		-		-
Changes in capital in excess of par value		49		(58)		249
Capital in excess of par value, end of year		5,957		5,934		5,992
Retained earnings, beginning of year		5,205		9,125		9,392
Net earnings (loss)		4,033		(3,573)		95
Stockholder dividends		(429)		(347)		(362)
Retained earnings, end of year		8,809		5,205		9,125
Accumulated other comprehensive income (loss), beginning of year		(603)		317		(297)
Other comprehensive income (loss)		954		(920)		614
Accumulated other comprehensive income (loss), end of year		351		(603)		317
Total AXA Equitable’s equity, end of year		15,119		10,538		15,436
Noncontrolling interest, beginning of year		2,903		2,494		2,703
Repurchase of AllianceBernstein Holding units		(62)		(76)		(145)
Net earnings (loss) attributable to noncontrolling interest		387		337		121
Dividends paid to noncontrolling interest		(401)		(306)		(219)
Dividend of AllianceBernstein Units by AXA Equitable to AXA Financial		48		113		-
Other comprehensive income (loss) attributableto noncontrolling interest		(29)		8		(8)
Other changes in noncontrolling interest		143		333		42
Noncontrolling interest, end of year		2,989		2,903		2,494
Total Equity, End of Year	$	18,108	$	13,441	$	17,930

See Notes to Consolidated Financial Statements.

F-6

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

	2014		2013		2012
	(In Millions)
Net earnings (loss)	$	4,420		$              (3,236)		$              216
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Interest credited to policyholders’ account balances		1,186		1,373		1,166
Universal life and investment-type product policy fee income		(3,475)		(3,546)		(3,334)
Net change in broker-dealer and customer related receivables/payables		(525)		(740)		383
(Income) loss related to derivative instruments		(1,605)		2,866		978
Change in reinsurance recoverable with affiliate		(128)		(176)		(207)
Investment (gains) losses, net		58		99		97
Change in segregated cash and securities, net		505		571		(272)
Change in deferred policy acquisition costs		(413)		(74)		(142)
Change in future policy benefits		1,647		(384)		876
Change in current and deferred income taxes		1,448		(1,754)		(254)
Real estate related write-off charges		25		56		42
Change in accounts payable and accrued expenses		(259)		33		18
Change in the fair value of the reinsurance contract asset		(3,964)		4,297		(497)
Contribution to pension plans		(6)		-		-
Amortization of deferred compensation		171		159		22
Amortization of deferred sales commission		42		41		40
Amortization of reinsurance cost		280		280		47
Other depreciation and amortization		44		122		157
Amortization of other intangibles		27		24		24
Other, net		(95)		150		(145)
Net cash provided by (used in) operating activities		(617)		161		(785)
Cash flows from investing activities:
Maturities and repayments of fixed maturities and mortgage loans on real estate		2,975		3,691		3,551
Sales of investments		7,186		3,442		1,951
Purchases of investments		(13,775)		(7,956)		(7,893)
Cash settlements related to derivative instruments		999		(2,500)		(287)
Purchase of business, net of cash acquired		(61)		-		-
Change in short-term investments		(5)		-		34
Decrease in loans to affiliates		-		5		4
Additional loans to affiliates		-		(56)		-
Investment in capitalized software, leasehold improvements and EDP equipment		(83)		(67)		(66)
Other, net		(9)		12		14
Net cash provided by (used in) investing activities		(2,773)		(3,429)		(2,692)

F-7

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

(CONTINUED)

	2014		2013		2012
	(In Millions)
Cash flows from financing activities:
Policyholders’ account balances:
Deposits	$	5,034	$	5,469	$	5,437
Withdrawals and transfers to Separate Accounts		(1,075)		(1,188)		(982)
Change in short-term financings		221		(55)		(122)
Change in collateralized pledged liabilities		430		(663)		(288)
Change in collateralized pledged assets		(12)		(18)		(5)
Repayment of Loans from Affiliates		(825)		(500)		-
Capital contribution		-		-		195
Shareholder dividends paid		(382)		(234)		(362)
Repurchase of AllianceBernstein Holding units		(90)		(113)		(238)
Distribution to noncontrolling interest in consolidated subsidiaries		(401)		(306)		(219)
Increase (decrease) in Securities sold under agreement to repurchase		950		-		-
Other, net		(7)		-		(9)
Net cash provided by (used in) financing activities		3,843		2,392		3,407
Effect of exchange rate changes on cash and cash equivalents		(20)		(3)		5
Change in cash and cash equivalents		433		(879)		(65)
Cash and cash equivalents, beginning of year		2,283		3,162		3,227
Cash and Cash Equivalents, End of Year	$	2,716	$	2,283	$	3,162
Supplemental cash flow information:
Interest Paid	$	72	$	91	$	107
Income Taxes (Refunded) Paid	$	272	$	(214)	$	271
Issuance of FHLBNY funding agreements included in policyholder’s account balances	$	500	$	-	$	-

See Notes to Consolidated Financial Statements.

F-8

AXA EQUITABLE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1) ORGANIZATION

AXA Equitable Life Insurance Company (“AXA Equitable,” and collectively with its consolidated subsidiaries the “Company”) is an indirect, wholly owned subsidiary of AXA Financial, Inc. (“AXA Financial,” and collectively with its consolidated subsidiaries, “AXA Financial Group”). AXA Financial is an indirect wholly owned subsidiary of AXA, a French holding company for an international group of insurance and related financial services companies.

The Company conducts operations in two business segments: the Insurance and Investment Management segments. The Company’s management evaluates the performance of each of these segments independently and allocates resources based on current and future requirements of each segment.

Insurance

The Insurance segment offers a variety of traditional, variable and interest-sensitive life insurance products, variable and fixed-interest annuity products, investment products including mutual funds, asset management and other services, principally to individuals and small and medium size businesses and professional and trade associations. This segment also includes Separate Accounts for individual insurance and annuity products.

The Company’s insurance business is conducted principally by AXA Equitable.

Investment Management

The Investment Management segment is principally comprised of the investment management business of AllianceBernstein L.P., a Delaware limited partnership (together with its consolidated subsidiaries “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.

AllianceBernstein is a private partnership for Federal income tax purposes and, accordingly, is not subject to Federal and state corporate income taxes. However, AllianceBernstein is subject to a 4.0% New York City unincorporated business tax (“UBT”). Domestic corporate subsidiaries of AllianceBernstein are subject to Federal, state and local income taxes. Foreign corporate subsidiaries are generally subject to taxes in the foreign jurisdictions where they are located. The Company provides Federal and state income taxes on the undistributed earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are permanently invested outside the United States.

At December 31, 2014 and 2013, the Company’s economic interest in AllianceBernstein was 32.2% and 32.7%, respectively. At December 31, 2014 and 2013, respectively, AXA and its subsidiaries’ economic interest in AllianceBernstein (including AXA Financial Group) was approximately 62.7% and 63.7%. AXA Equitable as the parent of AllianceBernstein Corporation, the general partner (“General Partner”) of the limited partnership, consolidates AllianceBernstein in the Company’s consolidated financial statements.

F-9

2) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The preparation of the accompanying 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 consolidated financial statements reflect all adjustments necessary in the opinion of management for a fair presentation of the consolidated financial position of the Company and its consolidated results of operations and cash flows for the periods presented.

The accompanying consolidated financial statements include the accounts of AXA Equitable and its subsidiaries engaged in insurance related businesses (collectively, the “Insurance Group”); other subsidiaries, principally AllianceBernstein; and those investment companies, partnerships and joint ventures in which AXA Equitable or its subsidiaries has control and a majority economic interest as well as those variable interest entities (“VIEs”) that meet the requirements for consolidation.

All significant intercompany transactions and balances have been eliminated in consolidation. The years “2014”, “2013” and “2012” refer to the years ended December 31, 2014, 2013 and 2012, respectively. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation.

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. These various hedging programs do 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 below 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 below under “Policyholders’ Account Balances and Future Policy Benefits” and “DAC”. These differences in recognition contribute to earnings volatility.

Accounting and Consolidation of VIE’s

At December 31, 2013, the Insurance Group’s General Account held $3 million of investment assets issued by VIEs and determined to be significant variable interests under Financial Accounting Standards Board (“FASB”) guidance Consolidation of Variable Interest Entities – Revised. The investment in this VIE was sold in 2014. At December 31, 2013, as reported in the consolidated balance sheet, this investment included $3 million of other equity investments (principally investment limited partnership interests) and was subject to ongoing review for impairment in value. This VIE did not require consolidation because management determined that the Insurance Group is not the primary beneficiary. The Insurance Group had no further economic interest in this VIE in the form of related guarantees, commitments, derivatives, credit enhancements or similar instruments and obligations.

F-10

For all new investment products and entities developed by AllianceBernstein (other than Collaterized Debt Obligations (“CDOs”)), AllianceBernstein first determines whether the entity is a VIE, which involves determining an entity’s variability and variable interests, identifying the holders of the equity investment at risk and assessing the five characteristics of a VIE. Once an entity has been determined to be a VIE, AllianceBernstein then identifies the primary beneficiary of the VIE. If AllianceBernstein is deemed to be the primary beneficiary of the VIE, then AllianceBernstein and the Company consolidate the entity.

AllianceBernstein provides seed capital to its investment teams to develop new products and services for their clients. AllianceBernstein’s original seed investment typically represents all or a majority of the equity investment in the new product is temporary in nature. AllianceBernstein evaluates its seed investments on a quarterly basis and consolidates such investments as required pursuant to U.S. GAAP.

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

AllianceBernstein earned investment management fees on client AUM of these entities but derived no other benefit from those assets and cannot utilize those assets in its operations.

At December 31, 2014, AllianceBernstein had significant variable interests in certain other structured products and hedge funds with approximately $31 million in client AUM. However, these VIEs do not require consolidation because management has determined that AllianceBernstein is not the primary beneficiary of the expected losses or expected residual returns of these entities. AllianceBernstein’s maximum exposure to loss in these entities is limited to its investments of $200,000 in and prospective investment management fees earned from these entities.

Adoption of New Accounting Pronouncements

In July 2013, the FASB issued new guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance was effective for interim and annual periods beginning after December 15, 2013. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued new guidance to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). The guidance requires disclosure of reclassification information either in the notes or the face of the financial statements provided the information is presented in one location. This guidance was effective for interim and annual periods beginning after December 31, 2012. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. These new disclosures have been included in the Notes to the Company’s consolidated financial statements, as appropriate.

In July 2012, the FASB issued new guidance on testing indefinite-lived intangible assets for impairment. The guidance was effective for interim and annual indefinite-lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements.

Future Adoption of New Accounting Pronouncements

In February 2015, the FASB issued a new consolidation standard that makes targeted amendments to the VIE assessment, including guidance specific to limited partnerships and similar entities, and ends the deferral granted to investment companies for applying the VIE guidance. The new standard is effective for annual periods, beginning after December 15, 2015, but may be early-adopted in any interim period. Management currently is evaluating the impacts this guidance may have on the Company’s consolidated financial statements.

In August 2014, the FASB issued new guidance which requires management to evaluate whether there is “substantial doubt” about the reporting entity’s ability to continue as a going concern and provide related footnote disclosures about those uncertainties, if they exist. The new guidance is effective for annual periods, ending after December 15, 2016 and interim periods thereafter. Management does not expect implementation of this guidance will have a material impact on the Company’s consolidated financial statements.

F-11

In June 2014, the FASB issued new guidance for accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance is effective for interim and 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 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 disclosures about repurchase agreements and similar transactions. The accounting changes and disclosure requirements are effective for interim or annual periods beginning after December 15, 2014. 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, 2016. Management is currently evaluating the impact that adoption of this guidance will have 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 is effective for annual periods beginning after December 15, 2014. Management does not expect implementation of this guidance will have a material impact on the Company’s consolidated financial statements.

Closed Block

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

Assets allocated to the Closed Block inure solely to the benefit of the Closed Block policyholders and will not revert to the benefit of AXA Equitable. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of AXA Equitable’s General Account, any of its Separate Accounts or any affiliate of AXA Equitable without the approval of the Superintendent of The New York State Department of Financial Services, (the “NYSDFS”). Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the General Account.

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, the Company has developed an actuarial calculation of the expected timing of the 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 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

F-12

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.

Investments

The carrying values of fixed maturities classified as available-for-sale (“AFS”) are reported at fair value. Changes in fair value are reported in OCI. The amortized cost of fixed maturities is adjusted for impairments in value deemed to be other than temporary which are recognized in Investment gains (losses), net. The redeemable preferred stock investments that are reported in fixed maturities include real estate investment trusts (“REIT”), perpetual preferred stock, and redeemable preferred stock. These securities may not have a stated maturity, may not be cumulative and do not provide for mandatory redemption by the issuer.

The Company determines the fair values of fixed maturities and equity securities based upon quoted prices in active markets, when available, or through the use of alternative approaches when market quotes are not readily accessible or available. These alternative approaches include matrix or model pricing and use of independent pricing services, each supported by reference to principal market trades or other observable market assumptions for similar securities. More specifically, the matrix pricing approach to fair value is a discounted cash flow methodology that incorporates market interest rates commensurate with the credit quality and duration of the investment.

The Company’s management, with the assistance of its investment advisors, monitors the investment performance of its portfolio and reviews AFS securities with unrealized losses for other-than-temporary impairments (“OTTI”). Integral to this review is an assessment made each quarter, on a security-by-security basis, by the Company’s Investments Under Surveillance (“IUS”) Committee, of various indicators of credit deterioration to determine whether the investment security is expected to recover. This assessment includes, but is not limited to, consideration of the duration and severity of the unrealized loss, failure, if any, of the issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, the financial strength, liquidity, and continued viability of the issuer and, for equity securities only, the intent and ability to hold the investment until recovery, and results in identification of specific securities for which OTTI is recognized.

If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting OTTI is recognized in earnings (loss) and the remainder of the fair value loss is recognized in OCI. The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates require use of management judgment and consider internal credit analyses as well as market observable data relevant to the collectability of the security. For mortgage- and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Real estate held for the production of income, including real estate acquired in satisfaction of debt, is stated at depreciated cost less valuation allowances. At the date of foreclosure (including in-substance foreclosure), real estate acquired in satisfaction of debt is valued at estimated fair value. Impaired real estate is written down to fair value with the impairment loss being included in Investment gains (losses), net.

Depreciation of real estate held for production of income is computed using the straight-line method over the estimated useful lives of the properties, which generally range from 40 to 50 years.

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Policy loans are stated at unpaid principal balances.

Partnerships, investment companies and joint venture interests that the Company has control of and has a majority economic interest in or those that meet the requirements for consolidation under accounting guidance for consolidation of VIEs are consolidated. Those that the Company does not have control of and does not have a majority economic interest in and those that do not meet the VIE requirements for consolidation are reported on the equity basis of accounting and are reported either with equity real estate or other equity investments, as appropriate. The Company records its interests in certain of these partnerships on a month or one quarter lag.

Equity securities, which include common stock, and non-redeemable preferred stock classified as AFS securities, are carried at fair value and are included in other equity investments with changes in fair value reported in OCI.

Trading securities, which include equity securities and fixed maturities, are carried at fair value based on quoted market prices, with unrealized gains (losses) reported in other investment income (loss) in the statements of Net earnings (loss).

Corporate owned life insurance (“COLI”) has been purchased by the Company and certain subsidiaries on the lives of certain key employees and the Company and these subsidiaries are named as beneficiaries under these policies. COLI is carried at the cash surrender value of the policies. At December 31, 2014 and 2013, the carrying value of COLI was $803 million and $770 million, respectively, and is reported in Other invested assets in the consolidated balance sheets.

Short-term investments are reported at amortized cost that approximates fair value and are included in Other invested assets.

Cash and cash equivalents includes cash on hand, demand deposits, money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less. Due to the short-term nature of these investments, the recorded value is deemed to approximate fair value.

All securities owned, including United States government and agency securities, mortgage-backed securities and futures and forwards transactions, are reported in the consolidated financial statements on a trade date basis.

Derivatives

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices, values of securities or commodities, credit spreads, market volatility, expected returns, and liquidity. Values can also be affected by changes in estimates and assumptions, including those related to counterparty behavior and non-performance risk used in valuation models. Derivative financial instruments generally used by the Company include 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 and may be exchange-traded or contracted in the over-the-counter market. All derivative positions are carried in the consolidated balance sheets at fair value, generally by obtaining quoted market prices or through the use of valuation models.

Freestanding derivative contracts are reported in the consolidated balance sheets either as assets within “Other invested assets” or as liabilities within “Other liabilities.” 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. The Company uses derivatives to manage asset/liability risk and has designated some of those economic relationships under the criteria to qualify for hedge accounting treatment. All changes in the fair value of the Company’s freestanding derivative positions not designated to hedge accounting relationships, including net receipts and payments, are included in “Investment income (loss) from derivative instruments” without considering changes in the fair value of the economically associated assets or liabilities.

The Company is a party to financial instruments and other contracts that contain “embedded” derivative instruments. At inception, the Company assesses whether the economic characteristics of the embedded instrument are “clearly and closely related” to the economic characteristics of the remaining component of the “host contract” and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When those criteria are satisfied, the resulting embedded derivative is bifurcated from the host contract, carried in the consolidated balance sheets at fair value, and changes in its fair value are recognized immediately and

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captioned in the consolidated statements of earnings (loss) according to the nature of the related host contract. For certain financial instruments that contain an embedded derivative that otherwise would need to be bifurcated and reported at fair value, the Company instead may elect to carry the entire instrument at fair value.

Mortgage Loans on Real Estate (“mortgage loans”):

Mortgage loans are stated at unpaid principal balances, net of unamortized discounts and valuation allowances. Valuation allowances are based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or on its collateral value if the loan is collateral dependent. However, if foreclosure is or becomes probable, the collateral value measurement method is used.

For commercial and agricultural mortgage loans, an allowance for credit loss is typically recommended when management believes it is probable that principal and interest will not be collected according to the contractual terms. Factors that influence management’s judgment in determining allowance for credit losses include the following:

• Loan-to-value ratio – Derived from current loan balance divided by the fair market value of the property. An allowance for credit loss is typically recommended when the loan-to-value ratio is in excess of 100%. In the case where the loan-to-value is in excess of 100%, the allowance for credit loss is derived by taking the difference between the fair market value (less cost of sale) and the current loan balance.

• Debt service coverage ratio – Derived from actual net operating income divided by annual debt service. If the ratio is below 1.0x, then the income from the property does not support the debt.

• Occupancy – Criteria varies by property type but low or below market occupancy is an indicator of sub-par property performance.

• Lease expirations – The percentage of leases expiring in the upcoming 12 to 36 months are monitored as a decline in rent and/or occupancy may negatively impact the debt service coverage ratio. In the case of single-tenant properties or properties with large tenant exposure, the lease expiration is a material risk factor.

• Maturity – Mortgage loans that are not fully amortizing and have upcoming maturities within the next 12 to 24 months are monitored in conjunction with the capital markets to determine the borrower’s ability to refinance the debt and/or pay off the balloon balance.

• Borrower/tenant related issues – Financial concerns, potential bankruptcy, or words or actions that indicate imminent default or abandonment of property.

• Payment status – current vs. delinquent – A history of delinquent payments may be a cause for concern.

• Property condition – Significant deferred maintenance observed during the lenders annual site inspections.

• Other – Any other factors such as current economic conditions may call into question the performance of the loan.

Mortgage loans also are individually evaluated quarterly by the IUS Committee for impairment, including an assessment of related collateral value. Commercial mortgages 60 days or more past due and agricultural mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgages. Based on its monthly monitoring of mortgages, a class of potential problem mortgages are also identified, consisting of mortgage loans not currently classified as problems but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being restructured. The decision whether to classify a performing mortgage loan as a potential problem involves significant subjective judgments by management as to likely future industry conditions and developments with respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for mortgage loans determined to be non-performing as a result of the loan review process. A non-performing loan is defined as a loan for which it is probable that amounts

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due according to the contractual terms of the loan agreement will not be collected. The loan specific portion of the loss allowance is based on the Company’s assessment as to ultimate collectability of loan principal and interest. Valuation allowances for a non-performing loan are recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The valuation allowance for mortgage loans can increase or decrease from period to period based on such factors.

Impaired mortgage loans without provision for losses are mortgage loans where the fair value of the collateral or the net present value of the expected future cash flows related to the loan equals or exceeds the recorded investment. Interest income earned on mortgage loans where the collateral value is used to measure impairment is recorded on a cash basis. Interest income on mortgage loans where the present value method is used to measure impairment is accrued on the net carrying value amount of the loan at the interest rate used to discount the cash flows. Changes in the present value attributable to changes in the amount or timing of expected cash flows are reported as investment gains or losses.

Mortgage loans are placed on nonaccrual status once management believes the collection of accrued interest is doubtful. Once mortgage loans are classified as nonaccrual mortgage 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 December 31, 2014 and 2013, the carrying values of commercial mortgage loans that had been classified as nonaccrual mortgage loans were $89 million and $93 million, respectively.

Troubled Debt Restructuring

When a loan modification is determined to be a troubled debt restructuring (“TDR”), the impairment of the loan is re-measured by discounting the expected cash flows to be received based on the modified terms using the loan’s original effective yield, and the allowance for loss is adjusted accordingly. Subsequent to the modification, income is recognized prospectively based on the modified terms of the mortgage loans. Additionally, the loan continues to be subject to the credit review process noted above.

Net Investment Income (Loss), Investment Gains (Losses), Net and Unrealized Investment Gains (Losses)

Net investment income (loss) and realized investment gains (losses), net (together “investment results”) related to certain participating group annuity contracts which are passed through to the contractholders are offset by amounts reflected as interest credited to policyholders’ account balances.

Realized investment gains (losses) are determined by identification with the specific asset and are presented as a component of revenue. Changes in the valuation allowances are included in Investment gains (losses), net.

Realized and unrealized holding gains (losses) on trading securities are reflected in Net investment income (loss).

Unrealized investment gains (losses) on fixed maturities and equity securities designated as AFS held by the Company are accounted for as a separate component of AOCI, net of related deferred income taxes, amounts attributable to certain pension operations, Closed Blocks’ policyholders dividend obligation, insurance liability loss recognition and DAC related to universal life (“UL”) policies, investment-type products and participating traditional life policies.

Changes in unrealized gains (losses) reflect changes in fair value of only those fixed maturities and equity securities classified as AFS and do not reflect any change in fair value of policyholders’ account balances and future policy benefits.

Fair Value of Financial Instruments

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:

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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.

Recognition of Insurance Income and Related Expenses

Deposits related to UL and investment-type contracts are reported as deposits to policyholders’ account balances. Revenues from these contracts consist of fees assessed during the period against policyholders’ account balances for mortality charges, policy administration charges and surrender charges. Policy benefits and claims that are charged to expense include benefit claims incurred in the period in excess of related policyholders’ account balances.

Premiums from participating and non-participating traditional life and annuity policies with life contingencies generally are recognized in income when due. Benefits and expenses are matched with such income so as to result in the recognition of profits over the life of the contracts. This match is accomplished by means of the provision for liabilities for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

For contracts with a single premium or a limited number of premium payments due over a significantly shorter period than the total period over which benefits are provided, premiums are recorded as revenue when due with any excess profit deferred and recognized in income in a constant relationship to insurance in-force or, for annuities, the amount of expected future benefit payments.

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Premiums from individual health contracts are recognized as income over the period to which the premiums relate in proportion to the amount of insurance protection provided.

DAC

Acquisition costs that vary with and are primarily related to the acquisition of new and renewal insurance business, reflecting incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts including commissions, underwriting, agency and policy issue expenses, are deferred. DAC is subject to recoverability testing at the time of policy issue and loss recognition testing at the end of each accounting 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. Due primarily to the significant decline in Separate Accounts balances during 2008 and a change in the estimate of average gross short-term annual return on Separate Accounts balances to 9.0%, future estimated gross profits at December 31, 2008 for certain issue years for the Accumulator^® variable annuity products (“Accumulator^®”) were expected to be negative as the increases in the fair values of derivatives used to hedge certain risks related to these products would be recognized in current earnings while the related reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. As required under U.S. GAAP, for those issue years with future estimated negative gross profits, the DAC amortization method was permanently changed in fourth quarter 2008 from one based on estimated gross profits to one based on estimated assessments for the Accumulator^® products, subject to loss recognition testing. In second quarter 2011, the DAC amortization method was changed to one based on estimated assessments for all issue years for the Accumulator^® products due to continued volatility of margins and the continued emergence of periods of negative margins.

DAC associated with UL and investment-type products, other than Accumulator^® 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 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.

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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. Currently, the average gross long-term return estimate is measured from December 31, 2008. 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 December 31, 2014, the average gross short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities was 9.0% (6.66% net of product weighted average Separate Account fees), and the gross maximum and minimum short-term annual rate of return limitations were 15.0% (12.66% net of product weighted average Separate Account fees) and 0.0% (-2.34% 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 December 31, 2014, current projections of future average gross market returns assume a 0.0% annualized return for the next six quarters, which is the minimum limitations grading to a reversion to the mean of 9.0% in fourteen quarters.

In addition, projections of future mortality assumptions related to variable and interest-sensitive life products are based on a long-term average of actual experience. This assumption is updated quarterly to reflect recent experience as it emerges. Improvement of life mortality in future periods from that currently projected would result in future deceleration of DAC amortization. Conversely, deterioration of life mortality in future periods from that currently projected would result in future acceleration of DAC amortization.

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

For participating traditional life policies (substantially all of which are in the Closed Block), DAC is amortized over the expected total life of the contract group as a constant percentage based on the present value of the estimated gross margin amounts expected to be realized over the life of the contracts using the expected investment yield. At December 31, 2014, the average rate of assumed investment yields, excluding policy loans, was 5.1% grading to 4.5% over 10 years. Estimated gross margins include anticipated premiums and investment results less claims and administrative expenses, changes in the net level premium reserve and expected annual policyholder dividends. The effect on the accumulated amortization of DAC of revisions to estimated gross margins is reflected in earnings in the period such estimated gross margins are revised. 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. Many of the factors that affect gross margins are included in the determination of the Company’s dividends to these policyholders. DAC adjustments related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative earnings as determined at the time of demutualization.

DAC associated with non-participating traditional life policies is amortized in proportion to anticipated premiums. Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts. Deviations from estimated experience are reflected in earnings (loss) in the period such deviations occur. For these contracts, the amortization periods generally are for the total life of the policy. DAC related to these policies is subject to recoverability testing as part of AXA Financial Group’s premium deficiency testing. If a premium deficiency exists, DAC is reduced by the amount of the deficiency or to zero through a charge to current period earnings (loss). If the deficiency exceeds the DAC balance, the reserve for future policy benefits is increased by the excess, reflected in earnings (loss) in the period such deficiency occurs.

Contractholder Bonus Interest Credits

Contractholder bonus interest credits are offered on certain deferred annuity products in the form of either immediate bonus interest credited or enhanced interest crediting rates for a period of time. The interest crediting expense associated with these contractholder bonus interest credits is deferred and amortized over the lives of the underlying contracts in a manner consistent with the amortization of DAC. Unamortized balances are included in Other assets.

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Policyholders’ Account Balances and Future Policy Benefits

Policyholders’ account balances for UL and investment-type contracts are equal to the policy account values. The policy account values represent an accumulation of gross premium payments plus credited interest less expense and mortality charges and withdrawals.

The Company has issued and continues to offer certain variable annuity products with GMDB and Guaranteed income benefit (“GIB”) features. The Company previously issued certain variable annuity products with Guaranteed withdrawal benefit for life (“GWBL”) and other features. The Company also issues certain variable annuity products that contain a GMIB feature which, if elected by the policyholder after a stipulated waiting period from contract issuance, guarantees a minimum lifetime annuity based on predetermined annuity purchase rates that may be in excess of what the contract account value can purchase at then-current annuity purchase rates. This minimum lifetime annuity is based on predetermined annuity purchase rates applied to a GMIB base. Reserves for GMDB and GMIB obligations are calculated on the basis of actuarial assumptions related to projected benefits and related contract charges generally over the lives of the contracts. The determination of this estimated liability is based on models that involve numerous estimates and subjective judgments, including those regarding expected market rates of return and volatility, contract surrender and withdrawal rates, mortality experience, and, for contracts with the GMIB feature, GMIB election rates. Assumptions regarding Separate Account performance used for purposes of this calculation are set using a long-term view of expected average market returns by applying a reversion to the mean approach, consistent with that used for DAC amortization. There can be no assurance that actual experience will be consistent with management’s estimates.

For reinsurance contracts other than those covering GMIB exposure, reinsurance recoverable balances are calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities.

For participating traditional life policies, future policy benefit liabilities are calculated using a net level premium method on the basis of actuarial assumptions equal to guaranteed mortality and dividend fund interest rates. The liability for annual dividends represents the accrual of annual dividends earned. Terminal dividends are accrued in proportion to gross margins over the life of the contract.

For non-participating traditional life insurance policies, future policy benefit liabilities are estimated using a net level premium method on the basis of actuarial assumptions as to mortality, persistency and interest established at policy issue. Assumptions established at policy issue as to mortality and persistency are based on the Insurance Group’s experience that, together with interest and expense assumptions, includes a margin for adverse deviation. Benefit liabilities for traditional annuities during the accumulation period are equal to accumulated contractholders’ fund balances and, after annuitization, are equal to the present value of expected future payments. Interest rates used in establishing such liabilities range from 2.25% to 10.9% for life insurance liabilities and from 1.57% to 11.25% for annuity liabilities.

Individual health benefit liabilities for active lives are estimated using the net level premium method and assumptions as to future morbidity, withdrawals and interest. Benefit liabilities for disabled lives are estimated using the present value of benefits method and experience assumptions as to claim terminations, expenses and interest. While management believes its disability income (“DI”) reserves have been calculated on a reasonable basis and are adequate, there can be no assurance reserves will be sufficient to provide for future liabilities.

When the liabilities for future policy benefits plus the present value of expected future gross premiums for a product are insufficient to provide for expected future policy benefits and expenses for that product, DAC is written off and thereafter, if required, a premium deficiency reserve is established by a charge to earnings.

Funding agreements are reported in Policyholders’ account balances in the consolidated balance sheets. AXA Equitable as a member of the Federal Home Loan Bank of New York (“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. As membership requires the ownership of member stock, AXA Equitable purchased stock to meet its membership requirement ($31 million, as of December 31,

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2014). Any borrowings from the FHLBNY require the purchase of FHLBNY activity based stock in an amount equal to 4.5% of the borrowings. AXA Equitable’s capacity with the FHLBNY was increased during second quarter 2014 from $1,000 million to $3,000 million. At 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.

Policyholders’ Dividends

The amount of policyholders’ dividends to be paid (including dividends on policies included in the Closed Block) is determined annually by AXA Equitable’s board of directors. The aggregate amount of policyholders’ dividends is related to actual interest, mortality, morbidity and expense experience for the year and judgment as to the appropriate level of statutory surplus to be retained by AXA Equitable.

At December 31, 2014, participating policies, including those in the Closed Block, represent approximately 5.6% ($19,863 million) of directly written life insurance in-force, net of amounts ceded.

Separate Accounts

Generally, Separate Accounts established under New York State Insurance Law are not chargeable with liabilities that arise from any other business of the Insurance Group. Separate Accounts assets are subject to General Account claims only to the extent Separate Accounts assets exceed Separate Accounts liabilities. Assets and liabilities of the Separate Accounts represent the net deposits and accumulated net investment earnings (loss) less fees, held primarily for the benefit of contractholders, and for which the Insurance Group does not bear the investment risk. Separate Accounts’ assets and liabilities are shown on separate lines in the consolidated balance sheets. Assets held in Separate Accounts are reported at quoted market values or, where quoted values are not readily available or accessible for these securities, their fair value measures most often are determined through the use of model pricing that effectively discounts 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. The assets and liabilities of six Separate Accounts are presented and accounted for as General Account assets and liabilities due to the fact that not all of the investment performance in those Separate Accounts is passed through to policyholders. Investment assets in these Separate Accounts principally consist of fixed maturities that are classified as AFS in the accompanying consolidated financial statements.

The investment results of Separate Accounts, including unrealized gains (losses), on which the Insurance Group does not bear the investment risk are reflected directly in Separate Accounts liabilities and are not reported in revenues in the consolidated statements of earnings (loss). For 2014, 2013 and 2012, investment results of such Separate Accounts were gains (losses) of $5,959 million, $19,022 million and $10,110 million, respectively.

Deposits to Separate Accounts are reported as increases in Separate Accounts liabilities and are not reported in revenues. Mortality, policy administration and surrender charges on all policies including those funded by Separate Accounts are included in revenues.

The Company reports the General Account’s interests in Separate Accounts as Other equity investments in the consolidated balance sheets.

Recognition of Investment Management Revenues and Related Expenses

Commissions, fees and other income principally include the Investment Management segment’s investment advisory and service fees, distribution revenues and institutional research services revenue. Investment advisory and service base fees, generally calculated as a percentage, referred to as basis points (“BPs”), of assets under management, are recorded as revenue as the related services are performed; they include brokerage transactions charges received by Sanford C. Bernstein & Co. LLC (“SCB LLC”) for certain retail, private client and institutional investment client transactions. Certain investment advisory contracts, including those associated with hedge funds, provide for a performance-based fee, in addition to or in lieu of a base fee which is calculated as either a percentage of absolute investment results or a percentage of the investment results in excess of a stated benchmark over a specified period of

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time. Performance-based fees are recorded as a component of revenue at the end of each contract’s measurement period. Institutional research services revenue consists of brokerage transaction charges received by SCB LLC and Sanford C. Bernstein Limited (“SCBL”) for independent research and brokerage-related services provided to institutional investors. Brokerage transaction charges earned and related expenses are recorded on a trade date basis. Distribution revenues and shareholder servicing fees are accrued as earned.

Commissions paid to financial intermediaries in connection with the sale of shares of open-end AllianceBernstein sponsored mutual funds sold without a front-end sales charge (“back-end load shares”) are capitalized as deferred sales commissions and amortized over periods not exceeding five and one-half years for U.S. fund shares and four years for non-U.S. fund shares, the periods of time during which the deferred sales commissions are generally recovered. These commissions are recovered from distribution services fees received from those funds and from contingent deferred sales commissions (“CDSC”) received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Effective January 31, 2009, back-end load shares are no longer offered to new investors by AllianceBernstein’s U.S. funds. Management tests the deferred sales commission asset for recoverability quarterly and determined that the balance as of December 31, 2014 was not impaired.

AllianceBernstein’s management determines recoverability by estimating undiscounted future cash flows to be realized from this asset, as compared to its recorded amount, as well as the estimated remaining life of the deferred sales commission asset over which undiscounted future cash flows are expected to be received. Undiscounted future cash flows consist of ongoing distribution services fees and CDSC. Distribution services fees are calculated as a percentage of average assets under management related to back-end load shares. CDSC are based on the lower of cost or current value, at the time of redemption, of back-end load shares redeemed and the point at which redeemed during the applicable minimum holding period under the mutual fund distribution system.

Significant assumptions utilized to estimate future average assets under management and undiscounted future cash flows from back-end load shares include expected future market levels and redemption rates. Market assumptions are selected using a long-term view of expected average market returns based on historical returns of broad market indices. Future redemption rate assumptions are determined by reference to actual redemption experience over the five-year, three-year and one-year periods and current quarterly periods ended December 31, 2014. These assumptions are updated periodically. Estimates of undiscounted future cash flows and the remaining life of the deferred sales commission asset are made from these assumptions and the aggregate undiscounted cash flows are compared to the recorded value of the deferred sales commission asset. If AllianceBernstein’s management determines in the future that the deferred sales commission asset is not recoverable, an impairment condition would exist and a loss would be measured as the amount by which the recorded amount of the asset exceeds its estimated fair value. Estimated fair value is determined using AllianceBernstein’s management’s best estimate of future cash flows discounted to a present value amount.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of acquired companies, and relates principally to the acquisition of SCB Inc., an investment research and management company formerly known as Sanford C. Bernstein Inc. (“Bernstein Acquisition”) and the purchase of units of the limited partnership interest in AllianceBernstein (“AllianceBernstein Units”). In accordance with the guidance for Goodwill and Other Intangible Assets, goodwill is tested annually for impairment and at interim periods if events or circumstances indicate an impairment could have occurred.

Intangible assets related to the Bernstein Acquisition and purchases of AllianceBernstein Units include values assigned to contracts of businesses acquired based on their estimated fair value at the time of acquisition, less accumulated amortization. These intangible assets are generally amortized on a straight-line basis over their estimated useful life of approximately 20 years. All intangible assets are periodically reviewed for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any.

F-22

Other Accounting Policies

Capitalized internal-use software, included in Other assets in the consolidated balance sheets, is amortized on a straight-line basis over the estimated useful life of the software that ranges between three and five years. If an impairment is determined to have occurred, software capitalization is accelerated for the remaining balance deemed to be impaired.

AXA Financial and certain of its consolidated subsidiaries and affiliates, including the Company, file a consolidated Federal income tax return. The Company provides for Federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. Current Federal income taxes are charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income tax assets and liabilities are recognized based on the difference between financial statement carrying amounts and income tax bases of assets and liabilities using enacted income tax rates and laws. Valuation allowances are established when management determines, based on available information, that it is more likely than not that deferred tax assets will not be realized.

Under accounting for uncertainty in income taxes guidance, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the consolidated financial statements. Tax positions are then measured at the largest amount of benefit that is greater than 50 % likely of being realized upon settlement.

Out of Period Adjustments

In 2014, the Company recorded several out-of-period adjustments in its financial statements. The Company refined the models used to calculate the fair value of the GMIB reinsurance asset and the GMIB and GMDB liabilities. In addition, the Company recorded an out-of-period adjustment 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 net impact of the out-of-period adjustments to AXA Equitable’s shareholders’ equity and Net earnings was a decrease of $1 million and an increase of $73 million, respectively. 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.

F-23

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
	Amortized     Cost		Gross     Unrealized     Gains		Gross     Unrealized     Losses		Fair     Value		OTTI     in AOCI(3)
					(In Millions)
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
December 31, 2013:
Fixed Maturity Securities:
Corporate	$	21,516	$	1,387	$	213	$	22,690	$	-
U.S. Treasury, government and agency		3,584		22		477		3,129		-
States and political subdivisions		444		35		2		477		-
Foreign governments		392		46		5		433		-
Commercial mortgage-backed		971		10		265		716		23
Residential mortgage-backed(1)		914		34		1		947		-
Asset-backed(2)		132		11		3		140		4
Redeemable preferred stock		883		55		51		887		-
Total Fixed Maturities		28,836		1,600		1,017		29,419		27
Equity securities		37		-		3		34		-
Total at December 31, 2013	$	28,873	$	1,600	$	1,020	$	29,453	$	27

⁽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.

F-24

The contractual maturities of AFS fixed maturities (excluding redeemable preferred stock) at December 31, 2014 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 December 31, 2014
	Amortized Cost		Fair Value
	(In Millions)
Due in one year or less	$	2,140	$	2,166
Due in years two through five		6,400		6,916
Due in years six through ten		10,434		10,934
Due after ten years		9,299		10,500
Subtotal		28,273		30,516
Commercial mortgage-backed securities		855		735
Residential mortgage-backed securities		752		795
Asset-backed securities		86		99
Total	$	29,966	$	32,145

The following table shows proceeds from sales, gross gains (losses) from sales and OTTI for AFS fixed maturities during 2014, 2013 and 2012:

	December 31,
	2014		2013		2012
	(In Millions)
Proceeds from sales	$	716	$	3,220	$	139
Gross gains on sales	$	21	$	71	$	13
Gross losses on sales	$	(9)	$	(88)	$	(12)
Total OTTI	$	(72)	$	(81)	$	(96)
Non-credit losses recognized in OCI		-		15		2
Credit losses recognized in earnings (loss)	$	(72)	$	(66)	$	(94)

F-25

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

	2014			2013
	(In Millions)
Balances at January 1,	$	(370	)	$	(372	)
Previously recognized impairments on securities that matured, paid, prepaid or sold		188			67
Recognized impairments on securities impaired to fair value this period(1)		-			-
Impairments recognized this period on securities not previously impaired		(41	)		(59	)
Additional impairments this period on securities previously impaired		(31	)		(6	)
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 December 31,	$	(254	)	$	(370	)

⁽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:

	December 31,
	2014		2013
	(In Millions)
AFS Securities:
Fixed maturities:
With OTTI loss	$	10	$	(28)
All other		2,229		610
Equity securities		2		(3)
Net Unrealized Gains (Losses)	$	2,241	$	579

F-26

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 rollforward 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:

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

	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, 2014	$	(28)	$	2	$	10	$	5	$	(11)
Net investment gains (losses) arising     during the period		(1)		-		-		-		(1)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		39		-		-		-		39
Excluded from Net earnings (loss)(1)		-		-		-		-		-
Impact of net unrealized investment gains (losses) on:
DAC		-		(2)		-		-		(2)
Deferred income taxes		-		-		-		(9)		(9)
Policyholders liabilities		-		-		(10)		-		(10)
Balance, December 31, 2014	$	10	$	-	$	-	$	(4)	$	6
Balance, January 1, 2013	$	(12)	$	1	$	4	$	2	$	(5)
Net investment gains (losses) arising during the period		(14)		-		-		-		(14)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		13		-		-		-		13
Excluded from Net earnings (loss)(1)		(15)		-		-		-		(15)
Impact of net unrealized investment gains (losses) on:
DAC		-		1		-		-		1
Deferred income taxes		-		-		-		3		3
Policyholders liabilities		-		-		6		-		6
Balance, December 31, 2013	$	(28)	$	2	$	10	$	5	$	(11)

⁽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.

F-27

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, January 1, 2014	$	607	$	(107)	$	(245)	$	(90)	$	165
Net investment gains (losses) arising during the period		1,606		-		-		-		1,606
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		18		-		-		-		18
Excluded from Net earnings (loss)(1)		-		-		-		-		-
Impact of net unrealized investment gains (losses) on:
DAC		-		(15)		-		-		(15)
Deferred income taxes		-		-		-		(520)		(520)
Policyholders liabilities		-		-		(123)		-		(123)
Balance, December 31, 2014	$	2,231	$	(122)	$	(368)	$	(610)	$	1,131
Balance, January 1, 2013	$	2,900	$	(179)	$	(603)	$	(741)	$	1,377
Net investment gains (losses) arising during the period		(2,370)		-		-		-		(2,370)
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		62		-		-		-		62
Excluded from Net earnings (loss)(1)		15		-		-		-		15
Impact of net unrealized investment gains (losses) on:
DAC		-		72		-		-		72
Deferred income taxes		-		-		-		651		651
Policyholders liabilities		-		-		358		-		358
Balance, December 31, 2013	$	607	$	(107)	$	(245)	$	(90)	$	165

⁽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.

F-28

The following tables disclose the fair values and gross unrealized losses of the 601 issues at December 31, 2014 and the 747 issues at December 31, 2013 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)
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)
December 31, 2013:
Fixed Maturity Securities:
Corporate	$	4,381	$	(187)	$	248	$	(26)	$	4,629	$	(213)
U.S. Treasury, government and agency		2,645		(477)		-		-		2,645		(477)
States and political subdivisions		36		(2)		-		-		36		(2)
Foreign governments		68		(4)		7		(1)		75		(5)
Commercial mortgage-backed		30		(5)		529		(260)		559		(265)
Residential mortgage-backed		260		(1)		1		-		261		(1)
Asset-backed		2		-		28		(3)		30		(3)
Redeemable preferred stock		232		(49)		79		(2)		311		(51)
Total	$	7,654	$	(725)	$	892	$	(292)	$	8,546	$	(1,017)

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 December 31, 2014 and 2013 were $146 million and $158 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 National Association of Insurance Commissioners (“NAIC”) designation of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near default). At December 31, 2014 and 2013, respectively, approximately $1,788 million and $1,913 million, or 5.8% and 6.6%, of the $30,795 million and $28,836 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 $85 million and $215 million at December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013, respectively, the $219 million and $292 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

F-29

Company concluded that an adjustment to earnings for OTTI for these securities was not warranted at either December 31, 2014 or 2013. As of 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.

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 residential mortgage backed securities (“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 Fair Isaac Credit Organization (“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 December 31, 2014 and 2013, respectively, the Company owned $8 million and $10 million in RMBS backed by subprime residential mortgage loans, and $7 million and $8 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 December 31, 2014, the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was $12 million.

At December 31, 2014 and 2013, respectively, the amortized cost of the Company’s trading account securities was $5,160 million and $4,225 million with respective fair values of $5,143 million and $4,221 million. Also at December 31, 2014 and 2013, respectively, Other equity investments included the General Account’s investment in Separate Accounts which had carrying values of $197 million and $192 million and costs of $185 million and $183 million as well as other equity securities with carrying values of $38 million and $34 million and costs of $36 million and $37 million.

In 2014, 2013 and 2012, respectively, net unrealized and realized holding gains (losses) on trading account equity securities, including earnings (losses) on the General Account’s investment in Separate Accounts, of $24 million, $48 million and $69 million, respectively, were included in Net investment income (loss) in the consolidated statements of earnings (loss).

Mortgage Loans

The payment terms of mortgage loans may from time to time be restructured or modified. The investment in restructured mortgage loans, based on amortized cost, amounted to $93 million and $135 million at December 31, 2014 and 2013, respectively. Gross interest income on these loans included in net investment income (loss) totaled $1 million, $2 million and $7 million in 2014, 2013 and 2012, respectively. Gross interest income on restructured mortgage loans that would have been recorded in accordance with the original terms of such loans amounted to $4 million, $7 million and $8 million in 2014, 2013 and 2012, respectively.

F-30

Troubled Debt Restructurings

In 2011, the mortgage 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

December 31, 2014

	Number		Outstanding Recorded Investment
	of Loans		Pre-Modification		Post - Modification
			(Dollars In Millions)
Commercial mortgage loans		1		84		93

There were no default payments on the above loan during 2014. There were no agricultural troubled debt restructuring mortgage loans in 2014.

Valuation Allowances for Mortgage Loans:

Allowance for credit losses for mortgage loans for 2014, 2013 and 2012 are as follows:

	Commercial Mortgage Loans
	2014		2013		2012
Allowance for credit losses:	(In Millions)
Beginning Balance, January 1,	$	42	$	34	$	32
Charge-offs		(14)		-		-
Recoveries		-		(2)		(24)
Provision		9		10		26
Ending Balance, December 31,	$	37	$	42	$	34
Ending Balance, December 31,:
Individually Evaluated for Impairment	$	37	$	42	$	34

There were no allowances for credit losses for agricultural mortgage loans in 2014, 2013 and 2012.

F-31

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 December 31, 2014 and 2013, respectively.

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

December 31, 2014

	Debt Service Coverage Ratio
Loan-to-Value Ratio:(2)	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)
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.

F-32

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

December 31, 2013

	Debt Service Coverage Ratio
Loan-to-Value Ratio:(2)	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)
Commercial Mortgage Loans(1)
0% - 50%	$	285	$	-	$	-	$	-	$	36	$	-	$	321
50% - 70%		360		573		671		533		135		-		2,272
70% - 90%		116		-		313		240		105		219		993
90% plus		135		-		-		60		27		48		270
Total Commercial Mortgage Loans	$	896	$	573	$	984	$	833	$	303	$	267	$	3,856
Agricultural Mortgage Loans(1)
0% - 50%	$	185	$	82	$	214	$	410	$	208	$	49	$	1,148
50% - 70%		127		50		193		164		149		39		722
70% - 90%		-		-		-		-		-		-		-
90% plus		-		-		-		-		-		-		-
Total Agricultural Mortgage Loans	$	312	$	132	$	407	$	574	$	357	$	88	$	1,870
Total Mortgage Loans(1)
0% - 50%	$	470	$	82	$	214	$	410	$	244	$	49	$	1,469
50% - 70%		487		623		864		697		284		39		2,994
70% - 90%		116		-		313		240		105		219		993
90% plus		135		-		-		60		27		48		270
Total Mortgage Loans	$	1,208	$	705	$	1,391	$	1,407	$	660	$	355	$	5,726

⁽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 December 31, 2014 and 2013, respectively.

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)
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
December 31, 2013
Commercial	$	-	$	-	$	-	$	-	$	3,856	$	3,856	$	-
Agricultural		5		4		14		23		1,847		1,870		14
Total Mortgage Loans	$	5	$	4	$	14	$	23	$	5,703	$	5,726	$	14

The following table provides information relating to impaired mortgage loans at December 31, 2014 and 2013, respectively.

			Impaired Mortgage Loans
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment(1)		Interest Income Recognized
	(In Millions)
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
December 31, 2013:
With no related allowance recorded:
Commercial mortgage loans - other	$	-	$	-	$	-	$	-	$	-
Agricultural mortgage loans		-		-		-		1		-
Total	$	-	$	-	$	-	$	1	$	-
With related allowance recorded:
Commercial mortgage loans - other	$	135	$	135	$	(42)	$	139	$	2
Agricultural mortgage loans		-		-		-		-		-
Total	$	135	$	135	$	(42)	$	139	$	2

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

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Equity Real Estate

The Insurance Group’s investment in equity real estate is through investments in real estate joint ventures.

Equity Method Investments

Included in other equity investments are interests in limited partnership interests and investment companies accounted for under the equity method with a total carrying value of $1,490 million and $1,596 million, respectively, at December 31, 2014 and 2013. Included in equity real estate are interests in real estate joint ventures accounted for under the equity method with a total carrying value of $1 million and $6 million, respectively, at December 31, 2014 and 2013. The Company’s total equity in net earnings (losses) for these real estate joint ventures and limited partnership interests was $206 million, $206 million and $170 million, respectively, for 2014, 2013 and 2012.

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 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 equity and fixed income 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 guaranteed withdrawal benefit for life (“GWBL”), guaranteed minimum withdrawal benefit (“GMWB”) and guaranteed minimum accumulation benefit (“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. 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 against declining interest rates with respect to a part of its projected variable annuity sales.

F-35

Derivatives utilized to hedge crediting rate exposure on SCS, SIO, MSO and IUL products/investment options

The Company hedges crediting rates in the Structured Capital Strategies^® (“SCS”) variable annuity, Structured Investment Option in the EQUI-VEST^® variable annuity series (“SIO”), Market Stabilizer Option^® (“MSO”) in the variable life insurance products and Indexed Universal Life (“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, are intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. The Company currently uses interest rate swaptions to reduce the risk associated with minimum guarantees on these interest-sensitive contracts.

Derivatives utilized to hedge equity market risks associated with the General Account’s investments in Separate Accounts

The Company’s General Account investment in Separate Account equity funds exposes the Company to equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.

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 credit default swaps (“CDS”). 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 30-year, Treasury Inflation Protected Securities (“TIPS”) as General Account investments, and simultaneously enters into asset swap contracts (“ASW”), to result in payment of the variable principal at maturity and semi-annual coupons of the TIPS to the swap counterparty (pay variable) in return for fixed amounts (receive fixed). These ASWs, when considered in combination with the TIPS, together result in a net position that is intended to replicate a fixed-coupon cash bond with a yield higher than a term-equivalent U.S. Treasury bond.

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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 credit default swap index (“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.

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 or For the Year Ended December 31, 2014

			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives		Gains (Losses) Reported In Earnings (Loss)
	(In Millions)
Freestanding derivatives:
Equity contracts:(1)
Futures	$	5,933	$	1	$	2	$	(522)
Swaps		1,169		22		15		(88)
Options		6,896		1,215		742		196
Interest rate contracts:(1)
Floors		2,100		120		-		9
Swaps		11,608		605		15		1,507
Futures		10,647		-		-		459
Swaptions		4,800		72		-		37
Credit contracts:(1)
Credit default swaps		1,942		9		27		4
Other freestanding contracts:(1)
Foreign currency Contracts		149		2		-		3
Net investment income (loss)								1,605
Embedded derivatives:
GMIB reinsurance contracts		-		10,711		-		3,964
GIB and GWBL and other features(2)		-		-		128		(128)
SCS, SIO, MSO and IUL indexed features(3)		-		-		380		(199)
Balances, December 31, 2014	$	45,244	$	12,757	$	1,309	$	5,242

⁽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 or For the Year Ended December 31, 2013

			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives		Gains (Losses) Reported In Earnings (Loss)
	(In Millions)
Freestanding derivatives:
Equity contracts:(1)
Futures	$	4,935	$	-	$	3	$	(1,434)
Swaps		1,293		-		51		(316)
Options		7,506		1,056		593		366
Interest rate contracts:(1)
Floors		2,400		193		-		(5)
Swaps		9,823		216		212		(1,010)
Futures		10,763		-		-		(314)
Swaptions		-		-		-		(154)
Credit contracts:(1)
Credit default swaps		342		10		1		4
Other freestanding contracts:(1)
Foreign currency contracts		112		1		1		(3)
Net investment income (loss)								(2,866)
Embedded derivatives:
GMIB reinsurance contracts		-		6,746		-		(4,297)
GIB and GWBL and other features (2)		-		-		-		265
SCS, SIO, MSO and IUL indexed features(3)		-		-		346		(429)
Balances, December 31, 2013	$	37,174	$	8,222	$	1,207	$	(7,327)

⁽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 December 31, 2014 are exchange-traded and net settled daily in cash. At December 31, 2014, 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 $229 million, (ii) the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, and on Eurodollars futures, having initial margin requirements of $29 million and (iii) the Euro Stoxx, FTSE 100, Topix and European, Australasia, and Far East (“EAFE”) indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, and Yen/U.S. dollar, having initial margin requirements of $32 million.

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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. 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 Credit Support Annex (“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 or those issued by government agencies. 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 December 31, 2014 and 2013, respectively, the Company held $1,225 million and $607 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 at December 31, 2014 and 2013, respectively, were $28 million and $42 million, for which the Company posted collateral of $36 million and $35 million at December 31, 2014 and 2013, 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 and are reported in the consolidated balance sheets on a gross basis as Broker-dealer related payables or receivables. The Company obtains or posts collateral generally in the

F-39

form of cash, U.S. Treasury, or U.S. government and government agency securities 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 December 31, 2014, the balance outstanding under securities repurchase and reverse repurchase transaction was $950 million. The Company utilized the funds received from these repurchase 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 “Policyholders’ Account Balances and Future Policy Benefits” included in Note 2.

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 Amounts Recognized		Gross Amounts Offset in the Balance Sheets		Net Amounts Presented in the 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		732		-		732
Other invested assets	$	2,770	$	792	$	1,978
LIABILITIES(2)
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
Repurchase agreements		950		-		950
Other broker-dealer related payables		551		-		551
Broker-dealer related payables	$	1,501	$	-	$	1,501

⁽¹⁾  Excludes Investment Management segment’s $8 million net derivative assets and $158 million of securities borrowed.

⁽²⁾  Excludes Investment Management segment’s $9 million net derivative liability and $34 million of securities loaned.

F-40

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 Presented in the Balance Sheets		Collateral (Received)/Held
			Financial Instruments		Cash		Net   Amounts
	(In Millions)
ASSETS
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		732		-		-		732
Other invested assets	$	1,978	$	(289)	$	(885)	$	804
LIABILITIES
Counterparty D	$	450	$	(450)	$	-	$	-
Counterparty C		500		(500)		-		-
Other Broker-dealer related payables		551		-		-		551
Broker-dealer related payables	$	1,501	$	(950)	$	-	$	551

F-41

The following table presents information about the Insurance segment’s offsetting of financial assets and liabilities and derivative instruments at December 31, 2013.

Offsetting of Financial Assets and Liabilities and Derivative Instruments

At December 31, 2013

	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheets		Net Amounts Presented in the Balance Sheets
	(In Millions)
ASSETS(1)
Description
Derivatives:
Equity contracts	$	1,056	$	642	$	414
Interest rate contracts		344		211		133
Credit contracts		9		-		9
Total Derivatives, subject to an ISDA Master Agreement		1,409		853		556
Total Derivatives, not subject to an ISDA Master Agreement		64		-		64
Total Derivatives		1,473		853		620
Other financial instruments		733		-		733
Other invested assets	$	2,206	$	853	$	1,353
LIABILITIES(2)
Description
Derivatives:
Equity contracts	$	642	$	642	$	-
Interest rate contracts		211		211		-
Total Derivatives, subject to an ISDA Master Agreement		853		853		-
Total Derivatives, not subject to an ISDA Master Agreement		-		-		-
Total Derivatives		853		853		-
Other financial liabilities		2,653		-		2,653
Other liabilities	$	3,506	$	853	$	2,653

⁽¹⁾  Excludes Investment Management segment’s $3 million net derivative assets and $84 million of securities borrowed.

⁽²⁾  Excludes Investment Management segment’s $8 million net derivative liability and $65 million of securities loaned.

F-42

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, 2013.

Gross Collateral Amounts Not Offset in the Consolidated Balance Sheets

At December 31, 2013

	Net Amounts Presented in the Balance Sheets		Collateral (Received)/Held
			Financial Instruments		Cash		Net    Amounts
	(In Millions)
Counterparty A	$	46	$	-	$	(46)	$	-
Counterparty B		17		-		(17)		-
Counterparty C		28		-		(28)		-
Counterparty D		175		-		(175)		-
Counterparty E		47		-		(47)		-
Counterparty F		(28)		-		28		-
Counterparty G		134		(134)		-		-
Counterparty H		4		-		(4)		-
Counterparty I		(2)		-		2		-
Counterparty J		(12)		-		12		-
Counterparty K		41		-		(38)		3
Counterparty L		72		-		(69)		3
Counterparty M		30		-		(30)		-
Counterparty N		64		-		-		64
Counterparty Q		4		-		(4)		-
Total Derivatives	$	620	$	(134)	$	(416)	$	70
Other financial instruments		733		-		-		733
Other invested assets	$	1,353	$	(134)	$	(416)	$	803

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Net Investment Income (Loss)

The following table breaks out Net investment income (loss) by asset category:

	2014		2013		2012
	(In Millions)
Fixed maturities	$	1,431	$	1,462	$	1,529
Mortgage loans on real estate		306		284		264
Equity real estate		1		1		14
Other equity investments		202		234		189
Policy loans		216		219		226
Short-term investments		1		1		15
Derivative investments		1,605		(2,866)		(978)
Broker-dealer related receivables		15		14		14
Trading securities		61		48		85
Other investment income		32		34		33
Gross investment income (loss)		3,870		(569)		1,391
Investment expenses		(53)		(57)		(50)
Interest expense		(2)		(3)		(3)
Net Investment Income (Loss)	$	3,815	$	(629)	$	1,338

For 2014, 2013 and 2012, respectively, Net investment income (loss) from derivatives included $899 million, $(2,829) million and $(232) million of realized gains (losses) on contracts closed during those periods and $706 million, $(37) million and $(746) million of unrealized gains (losses) on derivative positions at each respective year end.

Investment Gains (Losses), Net

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

	2014		2013		2012
	(In Millions)
Fixed maturities	$	(54)	$	(75)	$	(89)
Mortgage loans on real estate		(3)		(7)		(7)
Other equity investments		(2)		(17)		(13)
Other		1		-		12
Investment Gains (Losses), Net	$	(58)	$	(99)	$	(97)

For 2014, 2013 and 2012, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $5 million, $8 million and $6 million.

F-44

4) GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying value of goodwill related to AllianceBernstein totaled $3,562 million and $3,504 million at December 31, 2014 and 2013, respectively. The Company annually tests this goodwill for recoverability at December 31, first by comparing the fair value of its investment in AllianceBernstein, the reporting unit, to its carrying value and further by measuring the amount of impairment loss only if the result indicates a potential impairment. The Company also assesses this goodwill for recoverability at each interim reporting period in consideration of facts and circumstances that may indicate a shortfall of the fair value of its investment in AllianceBernstein as compared to its carrying value and thereby require re-performance of its annual impairment testing.

The Company primarily uses a discounted cash flow valuation technique to measure the fair value of its investment in AllianceBernstein for purpose of goodwill impairment testing. The cash flows used in this technique are sourced from AllianceBernstein’s current business plan and projected thereafter over the estimated life of the goodwill asset by applying an annual growth rate assumption. The present value amount that results from discounting these expected cash flows is then adjusted to reflect the noncontrolling interest in AllianceBernstein as well as taxes incurred at the Company level in order to determine the fair value of its investment in AllianceBernstein. At December 31, 2014 and 2013, the Company determined that goodwill was not impaired as the fair value of its investment in AllianceBernstein exceeded its carrying value at each respective date. Similarly, no impairments resulted from the Company’s interim assessments of goodwill recoverability during the periods then ended.

The gross carrying amount of AllianceBernstein related intangible assets was $610 million and $583 million at December 31, 2014 and 2013, respectively and the accumulated amortization of these intangible assets was $411 million and $384 million at December 31, 2014 and 2013, respectively. Amortization expense related to the AllianceBernstein intangible assets totaled $27 million, $24 million and $24 million for 2014, 2013 and 2012, respectively, and estimated amortization expense for each of the next five years is expected to be approximately $28 million.

At December 31, 2014 and 2013, respectively, net deferred sales commissions totaled $118 million and $71 million and are included within the Investment Management segment’s Other assets. The estimated amortization expense of deferred sales commissions, based on the December 31, 2014 net asset balance for each of the next five years is $43 million, $35 million, $27 million, $13 million and $0 million. AllianceBernstein tests the deferred sales commission asset for impairment quarterly by comparing undiscounted future cash flows to the recorded value, net of accumulated amortization. Each quarter, significant assumptions used to estimate the future cash flows are updated to reflect management’s consideration of current market conditions on expectations made with respect to future market levels and redemption rates. As of December 31, 2014, AllianceBernstein determined that the deferred sales commission asset was not impaired.

On June 20, 2014, AllianceBernstein acquired an approximate 82% ownership interest in CPH Capital Fondsmaeglerselskab A/S (“CPH”), a Danish asset management firm that managed approximately $3,000 million in global core equity assets for institutional investors, for a cash payment of $64 million and a contingent consideration payable of $9 million. The excess of the purchase price over the fair value of identifiable assets acquired resulted in the recognition of $58 million of goodwill. AllianceBernstein recorded $24 million of definite-lived intangible assets relating to separately-managed account relationships and $4 million of indefinite-lived intangible assets relating to an acquired fund’s investment contract. AllianceBernstein also recorded redeemable non-controlling interest of $17 million relating to the fair value of the portion of CPH AllianceBernstein does not own.

On December 12, 2013, AllianceBernstein acquired W.P. Stewart & Co., Ltd. (“WPS”), an equity investment manager that, as of December 31, 2013, managed approximately $2,000 million in U.S., Global and EAFE concentrated growth equity strategies for clients, primarily in the U.S. and Europe. On the acquisition date, AllianceBernstein made a cash payment of $12 per share for the approximate 4.9 million WPS shares outstanding and issued to WPS shareholders transferable Contingent Value Rights (“CVRs”) entitling the holders to an additional $4 per share if the assets under management in the acquired WPS investment services reach $5,000 million on or before the third anniversary of the acquisition date. The excess of the purchase price over the fair value of identifiable assets acquired resulted in the recognition of $32 million of goodwill. AllianceBernstein also recorded $8 million of indefinite-lived intangible assets relating to the acquired fund’s investment contracts and $14 million of definite-lived intangible assets relating to separately managed account relationships. As of the acquisition date, AllianceBernstein recorded a contingent consideration payable of $17 million in regard to the CVRs.

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Capitalized Software

Capitalized software, net of accumulated amortization, amounted to $163 million and $163 million at December 31, 2014 and 2013, respectively. Amortization of capitalized software in 2014, 2013 and 2012 were $50 million, $119 million (including $45 million of accelerated amortization) and $77 million, respectively.

5) CLOSED BLOCK

Summarized financial information for the AXA Equitable Closed Block is as follows:

	December 31,
	2014		2013
	(In Millions)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders’ account balances and other	$	7,537	$	7,716
Policyholder dividend obligation		201		128
Other liabilities		117		144
Total Closed Block liabilities		7,855		7,988
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at fair value (amortized cost of $4,829 and $4,987)		5,143		5,232
Mortgage loans on real estate		1,407		1,343
Policy loans		912		949
Cash and other invested assets		14		48
Other assets		176		186
Total assets designated to the Closed Block		7,652		7,758
Excess of Closed Block liabilities over assets designated to the Closed Block		203		230
Amounts included in accumulated other comprehensive income (loss):
Net unrealized investment gains (losses), net of deferred income tax (expense) benefit of $(43) and $(45) and policyholder dividend obligation of $(201) and $(128)		80		83
Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities	$	283	$	313

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AXA Equitable’s Closed Block revenues and expenses follow:

	2014		2013		2012
	(In Millions)
REVENUES:
Premiums and other income	$	273	$	286	$	316
Investment income (loss)		378		402		420
Net investment gains (losses)		(4)		(11)		(9)
Total revenues		647		677		727
BENEFITS AND OTHER DEDUCTIONS:
Policyholders’ benefits and dividends		597		637		724
Other operating costs and expenses		4		1		-
Total benefits and other deductions		601		638		724
Net revenues, before income taxes		46		39		3
Income tax (expense) benefit		(16)		(14)		(1)
Net Revenues (Losses)	$	30	$	25	$	2

A reconciliation of AXA Equitable’s policyholder dividend obligation follows:

	December 31,
	2014		2013
	(In Millions)
Balances, beginning of year	$	128	$	373
Unrealized investment gains (losses)		73		(245)
Balances, End of year	$	201	$	128

6) CONTRACTHOLDER BONUS INTEREST CREDITS

Changes in the deferred asset for contractholder bonus interest credits are as follows:

	December 31,
	2014		2013
	(In Millions)
Balance, beginning of year	$	518	$	621
Contractholder bonus interest credits deferred		15		18
Amortization charged to income		(150)		(121)
Balance, End of Year	$	383	$	518

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7) FAIR VALUE DISCLOSURES

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 December 31, 2014 and 2013, no assets were required to be measured at fair value on a non-recurring basis.

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 contracts		-		-		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
Total Liabilities	$	-	$	380	$	128	$	508

⁽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.

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Fair Value Measurements at December 31, 2013

	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets
Investments:
Fixed maturities, available-for-sale:
Corporate	$	-	$	22,400	$	291	$	22,691
U.S. Treasury, government and agency		-		3,129		-		3,129
States and political subdivisions		-		431		46		477
Foreign governments		-		433		-		433
Commercial mortgage-backed		-		16		700		716
Residential mortgage-backed(1)		-		943		4		947
Asset-backed(2)		-		56		83		139
Redeemable preferred stock		216		656		15		887
Subtotal		216		28,064		1,139		29,419
Other equity investments		233		9		52		294
Trading securities		529		3,692		-		4,221
Other invested assets:
Short-term investments		-		99		-		99
Swaps		-		(45)		-		(45)
Credit Default Swaps		-		9		-		9
Futures		(2)		-		-		(2)
Options		-		463		-		463
Floors		-		193		-		193
Subtotal		(2)		719		-		717
Cash equivalents		1,310		-		-		1,310
Segregated securities		-		981		-		981
GMIB reinsurance contracts		-		-		6,747		6,747
Separate Accounts’ assets		105,579		2,948		237		108,764
Total Assets	$	107,865	$	36,413	$	8,175	$	152,453
Liabilities
GWBL and other features’ liability	$	-	$	-	$	-	$	-
SCS, SIO, MSO and IUL indexed features’ liability		-		346		-		346
Total Liabilities	$	-	$	346	$	-	$	346

⁽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 December 31, 2014 and 2013, respectively, the fair value of public fixed maturities is approximately $24,779 million and $21,671 million or approximately 16.2% and 15.0% 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

F-49

independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturity securities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If, as a result, it is determined that the independent valuation service provider is able to reprice the security in a manner agreed as more consistent with current market observations, the security remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.

At December 31, 2014 and 2013, respectively, the fair value of private fixed maturities is approximately $8,255 million and $7,748 million or approximately 5.4% 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 December 31, 2014 and 2013, respectively, the net fair value of freestanding derivative positions is approximately $1,243 million and $617 million or approximately 92.3% and 86.1% 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 Over-The-Counter (“OTC”) derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves, including overnight index swap (“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 $0.4 million at December 31, 2014 and 2013, 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 December 31, 2014.

F-50

At December 31, 2014 and 2013, respectively, investments classified as Level 1 comprise approximately 72.7% and 74.5% of assets measured at fair value on a recurring basis and primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less, and are carried at cost as a proxy for fair value measurement due to their short-term nature.

At December 31, 2014 and 2013, respectively, investments classified as Level 2 comprise approximately 26.4% and 24.5% 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 December 31, 2014 and 2013, respectively, approximately $821 million and $970 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 December 31, 2014 and 2013, 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 commercial mortgage-backed securities (“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 December 31, 2014 and 2013, respectively, were approximately $135 million and $150 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 $770 million and $787 million of mortgage- and asset-backed securities, including CMBS, are classified as Level 3 at December 31, 2014 and 2013, 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

F-51

year for the life of the contract, a specified annual percentage of an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.

Level 3 also includes the GMIB reinsurance contract asset which is accounted for as derivative contracts. The GMIB reinsurance contract asset’s fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market consistent economic scenarios while the GIB and GWBL and other features related liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins, attributable to the GIB and GWBL and other features over a range of market-consistent economic scenarios. The valuations of both the GMIB reinsurance contract asset and GIB and GWBL and other features’ liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Account funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its GMIB reinsurance contract asset and GIB and GWBL and other features’ liability positions, respectively, after taking into account the effects of collateral arrangements. Incremental adjustment to the swap curve, adjusted for non-performance risk, is made to the resulting fair values of the GMIB reinsurance contract asset to reflect change in the claims-paying ratings of counterparties to the reinsurance treaties. After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB reinsurance contract asset by $147 million and $133 million at December 31, 2014 and 2013, 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 December 31, 2014. 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.

In 2014, AFS fixed maturities with fair values of $82 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 $15 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.5% of total equity at December 31, 2014.

In 2013, AFS fixed maturities with fair values of $37 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 $20 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.4% of total equity at December 31, 2013. One of the Company’s private securities went public and as a result, $20 million was transferred from a Level 3 classification to a Level 1 classification. In 2013, $9 million was transferred from a Level 3 classification to a Level 2 classification due to merger of one of the private securities with a public company that had a trading restriction period at December 31, 2013.

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The table below presents a reconciliation for all Level 3 assets and liabilities at December 31, 2014 and 2013, 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, January 1, 2014	$	291	$	46	$	-	$	700	$	4	$	83
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		2		-		-		2		-		-
Investment gains (losses), net		3		-		-		(89)		-		-
Subtotal		5		-		-		(87)		-		-
Other comprehensive income (loss)		6		2		-		135		-		7
Purchases		162		-		-		-		-		-
Sales		(30)		(1)		-		(20)		(2)		(37)
Transfers into Level 3(1)		15		-		-		-		-		-
Transfers out of Level 3(1)		(69)		-		-		(13)		-		-
Balance, December 31, 2014	$	380	$	47	$	-	$	715	$	2	$	53
Balance, January 1, 2013	$	355	$	50	$	19	$	900	$	9	$	113
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		2		-		-		-		-		-
Investment gains (losses), net		5		-		-		(68)		-		-
Subtotal	$	7	$	-	$	-	$	(68)	$	-	$	-
Other comprehensive income (loss)		(1)		(3)		(2)		13		(1)		3
Purchases		70		-		-		31		-		-
Sales		(150)		(1)		(17)		(160)		(4)		(22)
Transfers into Level 3(1)		20		-		-		-		-		-
Transfers out of Level 3(1)		(10)		-		-		(16)		-		(11)
Balance, December 31, 2013	$	291	$	46	$	-	$	700	$	4	$	83

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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, January 1, 2012	$	432	$	53	$	22	$	902	$	14	$	172
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		2		-		-		2		-		-
Investment gains (losses), net		4		-		-		(105)		-		-
Subtotal		6		-		-		(103)		-		-
Other comprehensive income (loss)		15		(1)		-		128		-		4
Purchases		-		-		-		-		-		-
Sales		(47)		(2)		-		(27)		(5)		(25)
Transfers into Level 3(1)		17		-		-		-		-		-
Transfers out of Level 3(1)		(68)		-		(3)		-		-		(38)
Balance, December 31, 2012	$	355	$	50	$	19	$	900	$	9	$	113

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	Redeem- able Preferred Stock		Other Equity Investments(2)		GMIB Reinsurance Asset		Separate Accounts Assets		GWBL and Other Features Liability
		(In Millions)
Balance, January 1, 2014	$	15	$	52	$	6,747	$	237	$	-
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		-		3		-		-		-
Investment gains (losses), net		-		1		-		15		-
Increase (decrease) in the fair value of reinsurance contracts		-		-		3,774		-		-
Policyholders’ benefits		-		-		-		-		(8)
Subtotal		-		4		3,744		15		(8)
Other comprehensive income (loss)		-		-		-		-		-
Purchases		-		8		225		16		136
Sales		(15)		(1)		(35)		(3)		-
Settlements		-		-		-		(5)		-
Transfers into Level 3(1)		-		-		-		-		-
Transfers out of Level 3(1)		-		(2)		-		-		-
Balance, December 31, 2014	$	-	$	61	$	10,711	$	260	$	128
Balance, January 1, 2013	$	15	$	77	$	11,044	$	224	$	265
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		-		10		-		-		-
Investment gains (losses), net		-		(7)		-		10		-
Increase (decrease) in the fair value of reinsurance contracts		-		-		(4,496)		-		-
Policyholders’ benefits		-		-		-		-		(351)
Subtotal	$	-	$	3	$	(4,496)	$	10	$	(351)
Other comprehensive income (loss)		-		-		-		(1)		-
Purchases		-		4		237		6		86
Sales		-		(3)		(38)		(3)		-
Settlements		-		-		-		(2)		-
Transfers into Level 3(1)		-		-		-		3		-
Transfers out of Level 3(1)		-		(29)		-		-		-
Balance, December 31, 2013	$	15	$	52	$	6,747	$	237	$	-

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	Redeem- able Preferred Stock		Other Equity Investments(2)		Other Invested Assets		GMIB Reinsurance Asset		Separate Accounts Assets		GWBL and Other Features Liability
	(In Millions)
Balance, January 1, 2012	$	14	$	77	$	(2)	$	10,547	$	215	$	291
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Investment gains (losses), net		-		-		-		-		8		-
Increase (decrease) in the fair value of reinsurance contracts		-		-		-		315		-		-
Policyholders’ benefits		-		-		-		-		-		(77)
Subtotal		-		-		-		315		8		(77)
Other comprehensive income (loss)		1		-		2		-		-		-
Purchases		-		-		-		182		6		51
Sales		-		-		-		-		(2)		-
Settlements		-		-		-		-		(3)		-
Balance, December 31, 2012	$	15	$	77	$	-	$	11,044	$	224	$	265

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

⁽²⁾  Includes Trading securities’ Level 3 amount.

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The table below details changes in unrealized gains (losses) for 2014 and 2013 by category for Level 3 assets and liabilities still held at December 31, 2014 and 2013, respectively:

	Earnings (Loss)
	Net Investment Income (Loss)		Investment Gains (Losses), Net		Increase (Decrease) in the Fair Value of Reinsurance Contracts		OCI		Policy- holders’ Benefits
	(In Millions)
Level 3 Instruments
Full Year 2014
Still Held at December 31, 2014:
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate	$	-	$	-	$	-	$	6	$	-
State and political subdivisions		-		-		-		2		-
Commercial mortgage-backed		-		-		-		112		-
Asset-backed		-		-		-		7		-
Other fixed maturities, available-for-sale		-		-		-		-		-
Subtotal	$	-	$	-	$	-	$	127	$	-
GMIB reinsurance contracts		-		-		3,964		-		-
Separate Accounts’ assets		-		15		-		-		-
GWBL and other features’ liability		-		-		-		-		128
Total	$	-	$	15	$	3,964	$	127	$	128
Level 3 Instruments
Full Year 2013
Still Held at December 31, 2013:
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate	$	-	$	-	$	-	$	(2)	$	-
State and political subdivisions		-		-		-		(4)		-
Commercial mortgage-backed		-		-		-		6		-
Asset-backed		-		-		-		4		-
Other fixed maturities, available-for-sale		-		-		-		-		-
Subtotal	$	-	$	-	$	-	$	4	$	-
GMIB reinsurance contracts		-		-		(4,297)		-		-
Separate Accounts’ assets		-		10		-		-		-
GWBL and other features’ liability		-		-		-		-		(265)
Total	$	-	$	10	$	(4,297)	$	4	$	(265)

F-57

The following table discloses quantitative information about Level 3 fair value measurements by category for assets and liabilities as of December 31, 2014 and 2013, respectively.

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2014

	Fair Value		Valuation Technique	Significant Unobservable Input		Range
Assets:	(In Millions)
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 Discount rate Discount years		2.0x - 3.5x 18.0% 2
Separate Accounts’ assets		234	Third party appraisal		Capitalization rate Exit capitalization rate Discount rate		5.2% 6.2% 7.1%
		7	Discounted cash flow		Spread over U.S. Treasury curve Gross domestic product rate Discount factor		238 bps - 395 bps 0.0% - 2.4% 1.3% -  5.4%
GMIB reinsurance contracts		10,711	Discounted cash flow		Lapse Rates Withdrawal rates GMIB Utilization Rates Non-performance risk Volatility rates—Equity		1.0% - 8.0% 0.2% - 8.0% 0.0% - 15.0% 5 bps - 16 bps 9.0% - 34.0%
Liabilities:
GMWB/GWBL(1)		107	Discounted cash flow		Lapse Rates Withdrawal rates Volatility rates—Equity		1.0% - 8.0% 0.0% - 7.0% 9.0% - 34.0%

⁽¹⁾  Excludes GMAB and GIB liabilities.

F-58

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2013

	Fair Value		Valuation Technique	Significant Unobservable Input		Range
Assets:	(In Millions)
Investments:
Fixed maturities, available-for-sale:
Corporate	$	54	Matrix pricing model		Spread over the industry-specific
					benchmark yield curve	125 bps - 550 bps
Residential mortgage-backed		1	Matrix pricing model		Spread over U.S. Treasury curve	45 bps
Asset-backed		7	Matrix pricing model		Spread over U.S. Treasury curve	30 bps - 687 bps
Other equity investments		52	Market comparable		Revenue multiple	1.2x - 4.9x
			companies		R&D multiple	1.1x - 17.1x
					Discount rate	18.0%
					Discount years	1
					Discount for lack of marketability and risk factors	50.0% - 60.0%
Separate Accounts’ assets		215	Third party appraisal		Capitalization rate	5.4%
					Exit capitalization rate	6.4%
					Discount rate	7.4%
		11	Discounted cash flow		Spread over U.S. Treasury curve	256 bps - 434 bps
					Gross domestic product rate	0.0% - 2.3%
					Discount factor	3.3% - 6.8%
GMIB reinsurance contracts		6,747	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	7 bps - 21 bps
					Volatility rates - Equity	20.0% - 33.0%
Liabilities:
GMWB/GWBL (1)		61	Discounted cash flow		Lapse Rates	1.0% - 8.0%
					Withdrawal Rates	0.0% - 7.0%
					Volatility rates - Equity	20.0% - 33.0%

⁽¹⁾  Excludes GMAB and GIB liabilities.

Excluded from the tables above at December 31, 2014 and 2013, respectively, are approximately $1,045 million and $1,088 million Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not readily available. The fair value measurements of these Level 3 investments comprise approximately 68.8% and 76.2% of total assets classified as Level 3 and represent only 0.7% and 0.8% of total assets measured at fair value on a recurring basis at December 31, 2014 and 2013 respectively. 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.

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Included in the tables above at December 31, 2014 and 2013, respectively, are approximately $207 million and $54 million fair value of privately placed, available-for-sale corporate debt securities classified as Level 3. The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique, representing approximately 54.5% and 18.6% 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 December 31, 2014 and 2013, are approximately 0.0% and 25.0%, 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 December 31, 2014 and 2013, are approximately 9.4% and 8.4%, 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 December 31, 2014 and 2013, respectively, are approximately $31 million and $30 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 December 31, 2014 and 2013, AllianceBernstein’s aggregate unfunded commitments to these investments were approximately $3 million and $10 million, respectively.

Separate Accounts’ assets classified as Level 3 in the table at December 31, 2014 and 2013, primarily consist of a private real estate fund with a fair value of approximately $234 million and $215 million, a private equity investment with a fair value of approximately $2 million and $4 million and mortgage loans with fair value of approximately $5 million and $7 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 the 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

F-60

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 $11 million and $8 million at December 31, 2014 and $3 million and $7 million at December 31, 2013, respectively. These fair value measurements are determined using substantially the same valuation techniques as earlier described above for the Company’s General Account investments in these securities.

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

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

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

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

The carrying values and fair values at December 31, 2014 and 2013 for financial instruments not otherwise disclosed in Notes 3 and 12 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 Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In Millions)
December 31, 2014:
Mortgage loans on real estate	$	6,463	$	-	$	-	$	6,617	$	6,617
Loans to affiliates		1,087		-		810		393		1,203
Policyholders liabilities: Investment contracts		2,799		-		-		2,941		2,941
Policy loans		3,408		-		-		4,406		4,406
Short-term debt		200		-		212		-		212
December 31, 2013:
Mortgage loans on real estate	$	5,684	$	-	$	-	$	5,716	$	5,716
Loans to affiliates		1,088		-		800		398		1,198
Policyholders liabilities: Investment contracts		2,435		-		-		2,523		2,523
Policy loans		3,434		-		-		4,316		4,316
Long-term debt		200		-		225		-		225
Loans from affiliates		825		-		969		-		969

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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Fair values for the Company’s long-term debt are determined from quotations provided by brokers knowledgeable about these securities and internally assessed for reasonableness. 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 value of policy loans is calculated by discounting expected cash flows based upon the U.S. treasury yield curve and historical loan repayment patterns.

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.

8) 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, 2012	$	1,593		4,130	$	5,723
Paid guarantee benefits		(288)		(77)		(365)
Other changes in reserve		467		508		975
Balance at December 31, 2012		1,772		4,561		6,333
Paid guarantee benefits		(237)		(325)		(562)
Other changes in reserve		91		(33)		58
Balance at December 31, 2013		1,626		4,203		5,829
Paid guarantee benefits		(231)		(220)		(451)
Other changes in reserve		334		1,661		1,995
Balance at December 31, 2014	$	1,729	$	5,644	$	7,373

F-62

Related GMDB reinsurance ceded amounts were:

	GMDB
	(In Millions)
Balance at January 1, 2012	$	716
Paid guarantee benefits		(127)
Other changes in reserve		255
Balance at December 31, 2012		844
Paid guarantee benefits		(109)
Other changes in reserve		56
Balance at December 31, 2013		791
Paid guarantee benefits		(114)
Other changes in reserve		155
Balance at December 31, 2014	$	832

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

The December 31, 2014 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	$	13,033		$	198		$	85		$	356		$	13,672
Separate Accounts	$	38,629		$	8,632		$	3,905		$	36,882		$	88,048
Net amount at risk, gross	$	240		$	136		$	2,176		$	12,224		$	14,776
Net amount at risk, net of amounts reinsured	$	240		$	90		$	1,454		$	4,758		$	6,542
Average attained age of contractholders		51.0			65.0			71.0			65.9			54.8
Percentage of contractholders over age 70		8.7	%		34.0	%		55.7	%		36.1	%		16.1	%
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		$	406		$	365		$	771
Separate Accounts		N/A			N/A		$	12,271		$	45,813		$	58,084
Net amount at risk, gross		N/A			N/A		$	1,126		$	4,246		$	5,372
Net amount at risk, net of amounts reinsured		N/A			N/A		$	342		$	1,045		$	1,387
Weighted average years remaining until annuitization		N/A			N/A			1.0			2.7			2.6
Range of contractually specified interest rates		N/A			N/A			3% - 6	%		3% - 6.5	%		3% - 6.5	%

F-63

The liability for SCS, SIO, MSO and IUL indexed features and the GIB and GWBL and other features, not included above, was $508 million and $346 million at December 31, 2014 and 2013, 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.

The Company continues to proactively manage the risks associated with its in-force business, particularly variable annuities with guarantee features. For example, in third quarter 2014, the Company’s program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator^® contracts expired. The Company believes that this program was mutually beneficial to both the Company and policyholders, who no longer needed or wanted the GMDB and GMIB rider. As a result of this program, the Company is assuming a change in the short term behavior of remaining policyholders, as those who did not accept are assumed to be less likely to surrender their contract over the short term.

Due to the differences in accounting recognition between the fair value of the reinsurance contract asset, the gross reserves and DAC, the net impact of the buyback was a $29 million and $20 million decrease to Net earnings in 2014 and 2013 respectively. For additional information, see “Accounting for Variable Annuities with GMDB and GMIB 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

	December 31,
	2014		2013
	(In Millions)
GMDB:
Equity	$	67,108	$	64,035
Fixed income		3,031		3,330
Balanced		17,505		19,237
Other		404		496
Total	$	88,048	$	87,098
GMIB:
Equity	$	43,850	$	41,603
Fixed income		1,988		2,208
Balanced		12,060		13,401
Other		186		246
Total	$	58,084	$	57,458

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C)   Hedging Programs for GMDB, GMIB, GIB and GWBL and Other 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 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 from 2001 forward, to the extent such risks are not reinsured. At December 31, 2014, the total account value and net amount at risk of the hedged variable annuity contracts were $51,411 million and $5,408 million, respectively, with the GMDB feature and $35,717 million and $1,188 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 Liability		Reinsurance     Ceded			Net
	(In Millions)
Balance at January 1, 2012	$	470		(262	)	$	208
Other changes in reserves		86		(48	)		38
Balance at December 31, 2012		556		(310	)		246
Other changes in reserves		273		(131	)		142
Balance at December 31, 2013		829		(441	)		388
Other changes in reserves		135		(114	)		21
Balance at December 31, 2014	$	964	$	(555	)	$	409

9) REINSURANCE AGREEMENTS

The Company assumes and cedes reinsurance with other insurance companies. The Company evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Ceded reinsurance does not relieve the originating insurer of liability.

The Company reinsures most of its new variable life, UL and term life policies on an excess of retention basis. The Insurance Group maintains a maximum retention on each single-life policy of $25 million and on each second-to-die policy of $30 million with the excess 100% reinsured. The Company also reinsures the entire risk on certain substandard underwriting risks and in certain other cases.

At December 31, 2014, the Company had reinsured with non-affiliates and affiliates in the aggregate approximately 4.9% and 50.7%, respectively, of its current exposure to the GMDB obligation on annuity contracts in-force and,

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subject to certain maximum amounts or caps in any one period, approximately 22.2% and 51.9%, respectively, of its current liability exposure resulting from the GMIB feature. See Note 8.

Based on management’s estimates of future contract cash flows and experience, the fair values of the GMIB reinsurance contracts, considered derivatives at December 31, 2014 and 2013 were $10,711 million and $6,747 million, respectively. The increases (decreases) in fair value were $3,964 million, $(4,297) million and $497 million for 2014, 2013 and 2012, respectively.

At December 31, 2014 and 2013, respectively, third-party reinsurance recoverables related to insurance contracts amounted to $2,367 million and $2,379 million, of which $2,069 million and $2,073 million related to three specific reinsurers, which were Zurich Insurance Company Ltd. (AA - rating), Paul Revere Life Insurance Company (A rating) and Connecticut General Life Insurance Company (A+ rating). At December 31, 2014 and 2013, affiliated reinsurance recoverables related to insurance contracts amounted to $1,684 million and $1,555 million, respectively. A contingent liability exists with respect to reinsurance should the reinsurers be unable to meet their obligations. The Insurance Group evaluates the financial condition of its reinsurers in an effort to minimize its exposure to significant losses from reinsurer insolvencies.

Reinsurance payables related to insurance contracts totaling $72 million and $70 million are included in other liabilities in the consolidated balance sheets at December 31, 2014 and 2013, respectively.

The Insurance Group cedes substantially all of its group life and health business to a third party insurer. Insurance liabilities ceded totaled $110 million and $143 million at December 31, 2014 and 2013, respectively.

The Insurance Group also cedes a portion of its extended term insurance and paid-up life insurance and substantially all of its individual disability income business through various coinsurance agreements.

The Insurance Group has also assumed accident, health, annuity, aviation and space risks by participating in or reinsuring various reinsurance pools and arrangements. In addition to the sale of insurance products, the Insurance Group currently acts as a professional retrocessionaire by assuming life reinsurance from professional reinsurers. Reinsurance assumed reserves at December 31, 2014 and 2013 were $757 million and $709 million, respectively.

The following table summarizes the effect of reinsurance:

	2014		2013		2012
			(In Millions)
Direct premiums	$	844	$	848	$	873
Reinsurance assumed		211		213		219
Reinsurance ceded		(541)		(565)		(578)
Premiums	$	514	$	496	$	514
Universal Life and Investment-type Product Policy Fee Income Ceded	$	270	$	247	$	234
Policyholders’ Benefits Ceded	$	726	$	703	$	667

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Individual Disability Income and Major Medical

Claim reserves and associated liabilities net of reinsurance ceded for individual DI and major medical policies were $78 million and $79 million at December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013, respectively, $1,714 million and $1,687 million of DI reserves and associated liabilities were ceded through indemnity reinsurance agreements with a singular reinsurance group, rated AA-. Net incurred benefits (benefits paid plus changes in claim reserves) and benefits paid for individual DI and major medical policies are summarized below:

	2014		2013		2012
	(In Millions)
Incurred benefits related to current year	$	14	$	15	$	16
Incurred benefits related to prior years		16		10		14
Total Incurred Benefits	$	30	$	25	$	30
Benefits paid related to current year	$	20	$	19	$	21
Benefits paid related to prior years		11		13		16
Total Benefits Paid	$	31	$	32	$	37

10) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

	December 31,
	2014		2013
	(In Millions)
Short-term debt:
AllianceBernstein:
Commercial paper (with interest rates of 0.3% and 0.3%)	$	489	$	268
AXA Equitable:
Surplus Notes, 7.7%, due 2015		200		-
Total short-term debt		689		268
Long-term debt:
AXA Equitable:
Surplus Notes, 7.7%, due 2015		-		200
Total long-term debt		-		200
Total short-term and long-term debt		689		468

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Short-term Debt

AllianceBernstein has a $1,000 million committed, unsecured senior revolving credit facility (“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 $1,000 million commercial paper program. Both AllianceBernstein and SCB LLC can draw directly under the AB Credit Facility and management may draw on the AB Credit Facility from time to time. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.

The AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2014, AllianceBernstein and SCB LLC were in compliance with these covenants. The AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the AB Credit Facility automatically would become immediately due and payable, and the lender’s commitments automatically would terminate.

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 December 31, 2014 and 2013, AllianceBernstein and SCB LLC had no amounts outstanding under the AB Credit Facility. During 2014 and 2013, AllianceBernstein and SCB LLC did not draw upon the Credit Facility.

In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit SCB LLC to borrow up to an aggregate of approximately $200 million, with AllianceBernstein named as an additional borrower, while three lines have no stated limit. As of December 31, 2014 and 2013, SCB LLC had no bank loans outstanding.

Long-term Debt

At December 31, 2014, the Company did not have any long-term debt outstanding.

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11) RELATED PARTY TRANSACTIONS

Loans to Affiliates

In September 2007, AXA issued a $650 million 5.4% Senior Unsecured Note to AXA Equitable. The note pays interest semi-annually and was scheduled to mature on September 30, 2012. In March 2011, the maturity date of the note was extended to December 30, 2020 and the interest rate was increased to 5.7%.

In June 2009, AXA Equitable sold real estate property valued at $1,100 million to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property reported in Loans to affiliates in the consolidated balance sheets. In November 2014, this loan was refinanced and a new $382 million, seven year term loan with an interest rate of 4.0% was issued.

In third quarter 2013, AXA Equitable purchased, at fair value, AXA Arizona’s $50 million note receivable from AXA for $56 million. This note pays interest semi-annually at an interest rate of 5.4% and matures on December 15, 2020.

Loans from Affiliates

In 2005, AXA Equitable issued a surplus note to AXA Financial in the amount of $325 million with an interest rate of 6.0% and was scheduled to mature on December 1, 2035. In December 2014, AXA Equitable repaid this note at par value plus interest accrued of $1 million to AXA Financial.

In December 2008, AXA Equitable issued a $500 million callable 7.1% surplus note to AXA Financial. The note pays interest semi-annually and was scheduled to mature on December 1, 2018. In June 2014, AXA Equitable repaid this note at par value plus interest accrued of $3 million to AXA Financial.

Other Transactions

In third quarter 2013, AXA Equitable purchased, at fair value, MONY Life Insurance Company’s (“MONY Life”), equity interest in limited partnerships for $53 million and MONY Life’s CMBS portfolio for $31 million. MONY Life was a subsidiary of AXA Financial through October 1, 2013.

In October 2012, AXA Equitable sold its 50% interest in a real estate joint venture supporting the Wind-up Annuities line of business to 1285 Holdings, LLC, a non-insurance subsidiary of AXA Financial in exchange for $402 million in cash. The $195 million after-tax excess of the real estate joint venture’s fair value over its carrying value has been accounted for as a capital contribution to AXA Equitable. In connection with this sale, the Company recognized a $226 million pre-tax premium deficiency reserve related to the Wind-up Annuities line of business.

In August 2012, the Company purchased agricultural mortgage loans from MONY Life and MONY Life Insurance Company of America (“MLOA”), a subsidiary of AXA Financial, for a purchase price of $109 million.

The Company 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 $29 million, $40 million and $37 million, respectively, for 2014, 2013 and 2012.

In 2014, 2013 and 2012, respectively, the Company paid AXA Distribution and its subsidiaries $616 million, $621 million and $684 million of commissions and fees for sales of insurance products. The Company charged AXA Distribution’s subsidiaries $325 million, $345 million and $399 million, respectively, for their applicable share of operating expenses in 2014, 2013 and 2012, pursuant to the Agreements for Services.

The Company has implemented capital management actions to mitigate statutory reserve strain for certain level term and UL policies with secondary guarantees and GMDB and GMIB riders on the Accumulator^® products sold on or after January 1, 2006 and in-force at September 30, 2008 through reinsurance transactions with AXA RE Arizona Company (“AXA Arizona”), a wholly-owned subsidiary of AXA Financial.

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The Company currently reinsures to AXA Arizona, a 100% quota share of all liabilities for variable annuities with enhanced GMDB and GMIB riders 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. At December 31, 2014 and 2013, the Company’s GMIB reinsurance asset with AXA Arizona had carrying values of $8,560 million and $5,388 million, respectively, and is reported in Guaranteed minimum income benefit reinsurance asset, at fair value in the consolidated balance sheets. Ceded premiums in 2014, 2013 and 2012 related to the UL and no lapse guarantee riders totaled approximately $453 million, $474 million and $484 million, respectively. Ceded claims paid in 2014, 2013 and 2012 were $83 million, $70 million and $68 million, respectively.

AXA Equitable receives statutory reserve credits for reinsurance treaties with AXA Arizona to the extent that AXA Arizona holds assets in an irrevocable trust (the “Trust”) ($8,794 million at December 31, 2014) and/or letters of credit ($3,005 million at December 31, 2014). These letters of credit are guaranteed by AXA. Under the reinsurance transactions, AXA Arizona 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.

Various AXA affiliates, including AXA Equitable, cede a portion of their life, health and catastrophe insurance business through reinsurance agreements to AXA Global Life beginning in 2010 (and AXA Cessions in 2009 and prior), AXA affiliated reinsurers. AXA Global Life, in turn, retrocedes a quota share portion of these risks prior to 2008 to AXA Equitable on a one-year term basis.

AXA Life Insurance Company Ltd (Japan), an AXA subsidiary, cedes a portion of their annuity business to AXA Equitable.

Various AXA Financial affiliates cede a portion of their life business through excess of retention treaties to AXA Equitable on a yearly renewal term basis.

Premiums earned from the above mentioned affiliated reinsurance transactions in 2014, 2013 and 2012 totaled approximately $22 million, $21 million and $21 million, respectively. Claims and expenses paid in 2014, 2013 and 2012 were $10 million, $10 million and $13 million, respectively.

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 $75 million, $148 million and $135 million for 2014, 2013 and 2012, 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 $173 million, $165 million and $161 million in 2014, 2013 and 2012, respectively. Expense reimbursements by AXA and AXA affiliates to AXA Equitable under such agreements totaled approximately $15 million, $24 million and $26 million in 2014, 2013 and 2012, respectively. The net receivable (payable) related to these contracts was approximately $3 million and $(8) million at December 31, 2014 and 2013, respectively.

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Commissions, fees and other income includes certain revenues for services provided to mutual funds managed by AllianceBernstein. These revenues are described below:

	2014		2013		2012
	(In Millions)
Investment advisory and services fees	$	1,062	$	1,010	$	879
Distribution revenues		433		455		408
Other revenues - shareholder servicing fees		91		91		89
Other revenues - other		6		6		5

12) EMPLOYEE BENEFIT PLANS

Pension Plans

AXA Equitable sponsors a qualified defined benefit pension plan covering its eligible employees (including certain qualified part-time employees), managers and financial professionals. This pension plan is non-contributory and its benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period in the plan. AXA Equitable also sponsors a non-qualified defined benefit pension plan.

AXA Equitable announced in the third quarter of 2013 that benefit accruals under its qualified and non-qualified defined benefit pension plans would be discontinued after December 31, 2013. This plan curtailment resulted in a decrease in the Projected Benefit Obligation (“PBO”) of approximately $29 million, which was offset against existing deferred losses in AOCI, and recognition of a $3 million curtailment loss from accelerated recognition of existing prior service costs accumulated in OCI. A new company contribution was added to the 401(k) Plan effective January 1, 2014, in addition to the existing discretionary profit sharing contribution. AXA Equitable also provides an excess 401(k) contribution for eligible compensation over the qualified plan compensation limits under a nonqualified deferred compensation plan.

AllianceBernstein maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. AllianceBernstein’s benefits are based on years of credited service and average final base salary. The Company uses a December 31 measurement date for its pension plans.

For 2014, no cash contributions were made by AXA Equitable to its qualified pension plan. AllianceBernstein made a $6 million cash contribution to its qualified pension plan in 2014. 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 Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Pension Protection Act of 2006 (the “Pension Act”), and not greater than the maximum it can deduct for Federal income tax purposes. Based on the funded status of the plans at December 31, 2014, no minimum contribution is required to be made in 2015 under ERISA, as amended by the Pension Act, but management is currently evaluating if it will make contributions during 2015. AllianceBernstein currently does not plan to make a contribution to its pension plan during 2015.

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

	2014		2013		2012
	(In Millions)
Service cost	$	9	$	40	$	40
Interest cost		107		99		109
Expected return on assets		(155)		(155)		(146)
Actuarial (gain) loss		1		1		1
Net amortization		111		155		164
Curtailment		-		3		-
Net Periodic Pension Expense	$	73	$	143	$	168

Changes in the PBO of the Company’s qualified plans were comprised of:

	December 31,
	2014		2013
	(In Millions)
Projected benefit obligation, beginning of year	$	2,463	$	2,797
Service cost		-		32
Interest cost		107		99
Actuarial (gains) losses		264		(260)
Benefits paid		(177)		(176)
Plan amendments and curtailments		-		(29)
Projected Benefit Obligation, End of Year	$	2,657	$	2,463

The following table discloses the change in plan assets and the funded status of the Company’s qualified pension plans:

	December 31,
	2014		2013
	(In Millions)
Pension plan assets at fair value, beginning of year	$	2,401	$	2,396
Actual return on plan assets		250		180
Contributions		6		4
Benefits paid and fees		(184)		(179)
Pension plan assets at fair value, end of year		2,473		2,401
PBO		2,657		2,463
Excess of PBO Over Pension Plan Assets	$	(184)	$	(62)

Amounts recognized in the accompanying consolidated balance sheets to reflect the funded status of these plans were accrued pension costs of $184 million and $62 million at December 31, 2014 and 2013, respectively. The aggregate PBO and fair value of pension plan assets for plans with PBOs in excess of those assets were $2,657 million and $2,473 million, respectively, at December 31, 2014 and $2,463 million and $2,401 million, respectively, at December 31, 2013. The aggregate accumulated benefit obligation and fair value of pension plan assets for pension plans with

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accumulated benefit obligations in excess of those assets were $2,657 million and $2,473 million, respectively, at December 31, 2014 and $2,463 million and $2,401 million, respectively, at December 31, 2013. The accumulated benefit obligation for all defined benefit pension plans was $2,657 million and $2,463 million at December 31, 2014 and 2013, respectively.

The following table discloses the amounts included in AOCI at December 31, 2014 and 2013 that have not yet been recognized as components of net periodic pension cost:

	December 31,
	2014		2013
	(In Millions)
Unrecognized net actuarial (gain) loss	$	1,144	$	1,181
Total	$	1,144	$	1,181

The estimated net actuarial (gain) loss and prior service cost (credit) expected to be reclassified from AOCI and recognized as components of net periodic pension cost over the next year are $120 million and $0 million, respectively.

The following table discloses the allocation of the fair value of total plan assets for the qualified pension plans of the Company at December 31, 2014 and 2013:

	December 31,
	2014			2013
	(In Millions)
Fixed Maturities		49.4	%		49.0	%
Equity Securities		38.8			39.1
Equity real estate		9.8			9.3
Cash and short-term investments		1.3			1.9
Other		0.7			0.7
Total		100.0	%		100.0	%

The primary investment objective of the qualified pension plan of AXA Equitable is to maximize return on assets, giving consideration to prudent risk. Guidelines regarding the allocation of plan assets for AXA Equitable’s qualified pension plan are established by the Investment Committee established by the funded benefit plans of AXA Equitable and are designed with a long-term investment horizon. In the first quarter of 2014, AXA Equitable’s qualified pension plan discontinued its equity-hedging program at maturity of the underlying positions and modified the investment allocation strategy to target a 50%-50% mix of long-duration bonds and “return-seeking” assets, the latter to include investments in hedge funds and real estate and a 50% allocation to public equities. Plan assets were managed during 2014 to achieve the targeted 50%-50% mix at December 31, 2014 with public equities and real estate comprising return-seeking assets and an expectation for initial investments in hedge funds to begin in 2015.

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The following tables disclose the fair values of plan assets and their level of observability within the fair value hierarchy for the qualified pension plans of the Company at December 31, 2014 and 2013, respectively.

December 31, 2014:	Level 1		Level 2		Level 3		Total
Asset Categories	(In Millions)
Fixed Maturities:
Corporate	$	-	$	833	$	-	$	833
U.S. Treasury, government and agency		-		358		-		358
States and political subdivisions		-		18		-		18
Other structured debt		-		9		3		12
Common and preferred equity		743		177		-		920
Mutual funds		46		-		-		46
Private real estate investment funds		-		-		1		1
Private real estate investment trusts		-		10		242		252
Cash and cash equivalents		13		-		-		13
Short-term investments		-		20		-		20
Total	$	802	$	1,425	$	246	$	2,473
December 31, 2013:	Level 1		Level 2		Level 3		Total
Asset Categories	(In Millions)
Fixed Maturities:
Corporate	$	-	$	801	$	-	$	801
U.S. Treasury, government and agency		-		343		-		343
States and political subdivisions		-		16		-		16
Other structured debt		-		6		4		10
Common and preferred equity		716		191		-		907
Mutual funds		44		-		-		44
Private real estate investment funds		-		-		2		2
Private real estate investment trusts		-		11		220		231
Cash and cash equivalents		1		-		-		1
Short-term investments		23		23		-		46
Total	$	784	$	1,391	$	226	$	2,401

At December 31, 2014, assets classified as Level 1, Level 2, and Level 3 comprise approximately 32.4%, 57.6% and 10.0%, respectively, of qualified pension plan assets. At December 31, 2013, assets classified as Level 1, Level 2 and Level 3 comprised approximately 32.7%, 57.9% and 9.4%, respectively, of qualified pension plan assets. See Note 2 for a description of the fair value hierarchy. The fair values of qualified pension plan assets are measured and ascribed to levels within the fair value hierarchy in a manner consistent with the invested assets of the Company that are measured at fair value on a recurring basis. Except for an investment of approximately $1 million in a private REIT through a pooled separate account, there are no significant concentrations of credit risk arising within or across categories of qualified pension plan assets.

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The table below presents a reconciliation for all Level 3 qualified pension plan assets at December 31, 2014 and 2013, respectively.

	Fixed     Maturities(1)		Private     Real Estate     Investment Funds		Private     Investment     Trusts		Common     Equity		Total
	(In Millions)
Balance at January 1, 2014	$	4	$	2	$	220	$	-	$	226
Actual return on plan assets:
Relating to assets still held at December 31, 2014		-		-		22		-		22
Purchases/issues		-		-		-		-		-
Sales/settlements		-		(1)		-		(1)		(2)
Transfers into/out of Level 3		-		-		-		-		-
Balance at December 31, 2014	$	4	$	1	$	242	$	(1)	$	246
Balance at January 1, 2013	$	5	$	3	$	197	$	-	$	205
Actual return on plan assets:
Relating to assets still held at December 31, 2013		-		-		23		-		23
Transfers into/out of Level 3		(1)		(1)		-		-		(2)
Balance at December 31, 2013	$	4	$	2	$	220	$	-	$	226

⁽¹⁾  Includes commercial mortgage- and asset-backed securities and other structured debt.

The discount rate assumptions used by AXA Equitable to measure the benefits obligations and related net periodic cost of its qualified pension plans reflect the rates at which those benefits could be effectively settled. Projected nominal cash outflows to fund expected annual benefits payments under AXA Equitable’s qualified pension plan was discounted using a published high-quality bond yield curve. The discount rate used to measure the benefit obligation at December 31, 2014 and 2013 represents the level equivalent spot discount rate that produces the same aggregate present value measure of the total benefit obligation as the aforementioned discounted cash flow analysis.

In 2014, AXA Equitable modified its practice for calculating the discount rate used to measure and report its defined benefit obligations primarily to change the reference high-quality bond yield curve from the Citigroup-AA curve to the Citigroup Above-Median-AA curve and to incorporate other refinements adding incremental precision to the calculation. These changes increased the resulting discount rate by 10 bps at December 31, 2014, thereby reducing the PBO of AXA Equitable’s qualified pension plan and the related charge to equity to adjust the funded status of the plan by $25 million. Had the modifications and refinements to the discount rate calculation been applied at December 31, 2013, the discount rate and measurement of the funded status of the plan would not have changed from what was previously reported.

In 2014, the Society of Actuaries (“SOA”) finalized new mortality tables and a new mortality improvement scale, reflecting improved life expectancies and an expectation that trend will continue. AXA Equitable considered this new data and determined that mortality experience of the AXA Qualified Plan as well as other relevant demographics supported its retention of the existing SOA mortality tables combined with the use of a more robust improvements scale. Adoption of that modification, including projection of assumed mortality on a full generational approach, increased the December 31, 2014 unfunded PBO of AXA Equitable’s qualified pension plan and the related pre-tax charge to shareholders’ equity attributable to AXA Equitable by approximately $54 million.

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The following table discloses the weighted-average assumptions used to measure the Company’s pension benefit obligations and net periodic pension cost at and for the years ended December 31, 2014 and 2013.

	2014		2013
Discount rates:
Benefit obligation		3.60  %		4.50  %
Periodic cost		3.60  %		4.50  %
Rates of compensation increase:
Benefit obligation and periodic cost		6.00  %		6.00  %
Expected long-term rates of return on pension plan assets (periodic cost)		6.75  %		6.75  %

The expected long-term rate of return assumption on plan assets is based upon the target asset allocation of the plan portfolio and is determined using forward-looking assumptions in the context of historical returns and volatilities for each asset class.

Prior to 1987, participants’ benefits under AXA Equitable’s qualified plan were funded through the purchase of non-participating annuity contracts from AXA Equitable. Benefit payments under these contracts were approximately $10 million, $10 million and $12 million for 2014, 2013 and 2012, respectively.

The following table provides an estimate of future benefits expected to be paid in each of the next five years, beginning January 1, 2015, and in the aggregate for the five years thereafter. These estimates are based on the same assumptions used to measure the respective benefit obligations at December 31, 2014 and include benefits attributable to estimated future employee service.

	Pension         Benefits
	(In Millions)
2015	$	188
2016		194
2017		189
2018		186
2019		182
Years 2020-2024		841

AXA Financial Assumption

Since December 31, 1999, AXA Financial has legally assumed primary liability from AXA Equitable for all current and future liabilities of AXA Equitable under certain employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits; AXA Equitable remains secondarily liable. AXA Equitable reimburses AXA Financial, Inc. for costs associated with these plans, as described in Note 11.

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13) SHARE-BASED AND OTHER COMPENSATION PROGRAMS

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

Compensations costs for 2014, 2013 and 2012 for share-based payment arrangements as further described herein are as follows:

	2014		2013		2012
	(In Millions)
Performance Unit/Shares	$	10	$	43	$	24
Stock Options		1		2		3
AXA Shareplan		10		13		18
AXA Miles		-		-		1
AllianceBernstein Stock Options		-		(4)		1
AllianceBernstein Restricted Units		171		286		148
Total Compensation Expenses	$	192	$	340	$	195

U.S. employees are granted AXA ordinary share options under the Stock Option Plan for AXA Financial Employees and Associates (the “Stock Option Plan”) and are granted AXA performance units under the AXA Performance Unit Plan (the “Performance Unit Plan”). In 2014, they were granted performance shares under the AXA International Performance Share Plan 2014 (the “Performance Share Plan”).

Performance Units and Performance Shares

2014 Grant.    On March 24, 2014, under the terms of the Performance Share Plan, AXA awarded approximately 2 million unearned performance shares to employees of AXA Equitable. The extent to which 2014-2016 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 first tranche of the performance shares earned during this performance period will vest and be settled on the third anniversary of the award date, and the second tranche of the performance shares earned will vest and be settled on the fourth anniversary of the award date. The plan will settle in shares to all participants. In 2014, the expense associated with the March 24, 2014 grant of performance shares was approximately $9 million.

Settlement of 2011 Grant in 2014.    On April 3, 2014, cash distributions of approximately $26 million were made to active and former AXA Equitable employees in settlement of 986,580 performance units earned under the terms of the AXA Performance Unit Plan 2011.

2013 Grant.    On March 22, 2013, under the terms of the Performance Share Plan, AXA awarded approximately 2.2 million unearned performance shares to employees of AXA Equitable. The extent to which 2013-2014 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 third anniversary of the award date. The plan will settle in shares to all participants. In 2014 and 2013, the expense associated with the March 22, 2013 grant of performance shares was approximately $2 million and $11 million, respectively.

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50% Settlement of 2010 Grant in 2013. On April 4, 2013, cash distributions of approximately $7 million and share distributions of approximately $49,000 were made to active and former AXA Equitable employees in settlement of 390,460 performance units, representing the remaining 50 percent of the number of performance units earned under the terms of the AXA Performance Unit Plan 2010. Cash distributions of approximately $9 million in settlement of approximately 539,000 performance units, representing the first 50 percent of the performance units earned under the terms of the AXA Performance Unit Plan 2010 were distributed in April 2012.

2012 Grant.    On March 16, 2012, under the terms of the AXA Performance Unit Plan 2012, AXA awarded approximately 2.3 million unearned performance units to employees of AXA Equitable. The extent to which 2012-2013 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 units earned, which may vary in linear formula between 0% and 130% of the number of performance units at stake. The performance units earned during this performance period will vest and be settled in cash on the third anniversary of the award date. The price used to value the performance units at settlement will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 15, 2015. In 2014, 2013 and 2012, the expense associated with the March 16, 2012 grant of performance units was approximately $0 million, $26 million and $11 million, respectively.

For 2014, 2013 and 2012, the Company recognized compensation costs of $10 million, $43 million and $24 million, respectively, for performance shares and units earned to date. The change in fair value of these awards is measured by the closing price of the underlying AXA ordinary shares or AXA ADRs. The cost of performance unit and share awards, as adjusted for achievement of performance targets and pre-vesting forfeitures is attributed over the shorter of the cliff-vesting period or to the date at which retirement eligibility is achieved. The value of performance units and shares earned and reported in Other liabilities in the consolidated balance sheets at December 31, 2014 and 2013 was $84 million and $108 million, respectively. Approximately 6 million outstanding performance units and shares are at risk to achievement of 2014 performance criteria, primarily representing the performance shares grant of March 24, 2014 for which cumulative average 2014-2016 performance targets will determine the number of performance shares earned and including all of the performance unit award granted on March 22, 2013.

Stock Options

2014 Grant.    On March 24, 2014, 395,720 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 18.68 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 March 24, 2014, 214,174 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 March 24, 2014 have a ten-year term. The weighted average grant date fair value per option award was estimated at $2.89 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 29.24%, a weighted average expected term of 8.2 years, an expected dividend yield of 6.38% and a risk-free interest rate of 1.54%. 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 2014, the Company recognized expenses associated with the March 24, 2014 grant of options of approximately $345,000.

2013 Grant     On March 22, 2013, approximately 457,000 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 13.81 euros. All of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date. Approximately 246,000 of the total options awarded on March 22, 2013 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 March 22, 2013 have a ten-year term. The weighted average grant date fair value per option award was estimated at $1.79 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 31.27%, a weighted average expected term of 7.7 years, an expected dividend yield of 7.52% and a risk-free interest rate of 1.34%. The total fair value of these options (net of expected forfeitures) of $818,597 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 2014 and 2013, the Company recognized expenses associated with the March 22, 2013 grant of options of approximately $131,000 and $357,000, respectively.

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2012 Grant.    On March 16, 2012, approximately 901,000 options to purchase AXA ordinary shares were granted to AXA Equitable employees under the terms of the Stock Option Plan at an exercise price of 12.22 euros. All of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date. Approximately 370,000 of the total options awarded on March 16, 2012 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 March 16, 2012 have a ten-year term. The weighted average grant date fair value per option award was estimated at $2.48 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 39.89%, a weighted average expected term of 5.6 years, an expected dividend yield of 7.54% and a risk-free interest rate of 1.8%. The total fair value of these options (net of expected forfeitures) of approximately $2 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 2014, 2013 and 2012, respectively, the expense associated with the March 16, 2012 grant of options was approximately $192,000, $504,000 and $791,000.

Shares Authorized

The number of AXA ADRs or AXA ordinary shares authorized to be issued pursuant to option grants and, as further described below, restricted stock grants under The AXA Financial, Inc. 1997 Stock Incentive Plan (the “Stock Incentive Plan”) is approximately 124 million less the number of shares issued pursuant to option grants under The AXA Financial, Inc. 1991 Stock Incentive Plan (the predecessor plan to the Stock Incentive Plan). There is no limitation in the Stock Option Plan or the Equity Plan for Directors on the number of shares that may be issued pursuant to option or other grants.

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A summary of the activity in the AXA, AXA Financial and AllianceBernstein option plans during 2014 follows:

	Options Outstanding
	AXA Ordinary Shares				AXA ADRs(3)				AllianceBernstein Holding Units
	Number   Outstanding   (In 000’s)		Weighted     Average Exercise Price		Number   Outstanding   (In 000’s)		Weighted     Average Exercise Price		Number   Outstanding   (In 000’s)		Weighted     Average Exercise Price
Options outstanding at January 1, 2014		17,569.7	€	21.00		1,829.8	$	23.60		7,074.1	$	40.82
Options granted		403.1	€	18.16		-	$	-		25.1	$	22.99
Options exercised		(546.4)	€	13.42		(590.2)	$	20.02		(1,110.0)	$	17.08
Options forfeited, net		(683.2)	€	26.25		(138.6)	$	23.39		(24.8)	$	84.19
Options expired/reinstated		94.7		-		4.2		-		(22.0)	$	33.00
Options Outstanding at December 31, 2014		16,837.9	€	21.39		1,105.2	$	25.53		5,942.4	$	45.03
Aggregate Intrinsic Value(1)			€	-    (2)			$	278.9			$	-  (2)
Weighted Average Remaining Contractual Term (in years)		3.28				0.67				3.9
Options Exercisable at December 31, 2014		13,890.4	€	22.44		1,105.2	$	25.53		4,949.0		38.12
Aggregate Intrinsic Value(1)			€	-    (2)			$	7,967.9			$	-  (2)
Weighted Average Remaining Contractual Term (in years)		2.62				0.67				3.9

⁽¹⁾  Intrinsic value, presented in millions, is calculated as the excess of the closing market price on December 31, 2014 of the respective underlying shares over the strike prices of the option awards.

⁽²⁾  The aggregate intrinsic value on options outstanding, exercisable and expected to vest is negative and is therefore presented as zero in the table above.

⁽³⁾  AXA ordinary shares will be delivered to participants in lieu of AXA ADRs at exercise or maturity.

Cash proceeds received from employee exercises of stock options in 2014 was $12 million. The intrinsic value related to employee exercises of stock options during 2014, 2013 and 2012 were $3 million, $14 million and $5 million respectively, resulting in amounts currently deductible for tax purposes of $1 million, $5 million, and $2 million, respectively, for the periods then ended. In 2014, 2013 and 2012, windfall tax benefits of approximately $1 million, $5 million and $2 million, respectively, resulted from employee exercises of stock option awards.

At December 31, 2014, AXA Financial held approximately 6,213 AXA ordinary shares in treasury at a weighted average cost of $22.86 per share, which were designated to fund future exercises of outstanding stock.

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For the purpose of estimating the fair value of stock option awards, the Company applies the Black-Scholes model and attributes the result over the requisite service period using the graded-vesting method. A Monte-Carlo simulation approach was used to model the fair value of the conditional vesting feature of the awards of options to purchase AXA ordinary shares. Shown below are the relevant input assumptions used to derive the fair values of options awarded in 2014, 2013 and 2012, respectively.

	AXA Ordinary Shares						AllianceBernstein Holding Units
	2014		2013		2012		2014		2013		2012
Dividend yield		6.38 %		7.52 %		7.54 %		8.40 %		8.0-8.3 %		6.20 %
Expected volatility		29.24 %		31.27 %		39.89 %		48.90 %		49.7-49.8 %		49.20 %
Risk-free interest rates		1.54 %		1.34 %		1.80 %		1.50 %		0.8-1.7 %		0.7 %
Expected life in years		8.20		7.7		5.6		6.00		6.0		6.0
Weighted average fair value per option at grant date	$	2.89	$	1.79	$	2.48	$	4.78	$	5.44	$	3.67

For 2014, 2013 and 2012, the Company recognized compensation costs (credits) for employee stock options of $1 million, $(2) million and $4 million, respectively. As of December 31, 2014, approximately $1 million of unrecognized compensation cost related to unvested employee stock option awards, net of estimated pre-vesting forfeitures, is expected to be recognized by the Company over a weighted average period of 1.0 year.

Restricted Awards

Under the Stock Incentive Plan, AXA Financial grants restricted stock to employees and financial professionals of its subsidiaries. Generally, all outstanding restricted stock awards have vesting terms ranging from three to five years. Under The Equity Plan for Directors (the “Equity Plan”), AXA Financial grants non-officer directors of AXA Financial and certain subsidiaries (including AXA Equitable) restricted AXA ordinary shares (prior to 2011, AXA ADRs) and unrestricted AXA ordinary shares (prior to March 15, 2010, AXA ADRs) annually. Similarly, AllianceBernstein awards restricted AllianceBernstein Holding units to independent members of its General Partner. In addition, under its Century Club Plan, awards of restricted AllianceBernstein Holding units that vest ratably over three years are made to eligible AllianceBernstein employees whose primary responsibilities are to assist in the distribution of company-sponsored mutual funds.

For 2014, 2013 and 2012, respectively, the Company recognized compensation costs of $171 million, $286 million and $148 million for awards outstanding under these restricted stock and unit award plans. The fair values of awards made under these plans are measured at the date of grant by reference to the closing price of the unrestricted shares, and the result generally is attributed over the shorter of the requisite service period, the performance period, if any, or to the date at which retirement eligibility is achieved and subsequent service no longer is required for continued vesting of the award. At December 31, 2014, approximately 19.7 million restricted shares and Holding units remain unvested. At December 31, 2014, approximately $46 million of unrecognized compensation cost related to these unvested awards, net of estimated pre-vesting forfeitures, is expected to be recognized over a weighted average period of 3.8 years.

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The following table summarizes unvested restricted stock activity for 2014.

	Shares of       Restricted       Stock		Weighted Average     Grant Date     Fair Value
Unvested as of January 1, 2014		71,379	$	14.09
Granted		11,819	$	18.52
Vested		31,738	$	13.66
Unvested as of December 31, 2014		51,460	$	15.37

Restricted stock vested in 2014, 2013 and 2012 had aggregate vesting date fair values of approximately $1 million, $1 million and $1 million, respectively.

AXA Shareplan

2014 AXA Shareplan.    In 2014, eligible employees of participating AXA Financial subsidiaries were offered the opportunity to purchase newly issued AXA stock, subject to plan limits, under the terms of AXA Shareplan 2014. Eligible employees could have reserved a share purchase during the reservation period from September 1, 2014 through September 16, 2014 and could have canceled their reservation or elected to make a purchase for the first time during the retraction/subscription period from October 28, 2014 through October 31, 2014. The U.S. dollar purchase price was determined by applying the U.S. dollar/Euro forward exchange rate on October 23, 2014 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 $18.69 per share. “Investment Option B” permitted participants to purchase AXA ordinary shares at a 10.8% formula discounted price of $20.83 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 2014 which is July 1, 2019. All subscriptions became binding and irrevocable on October 31, 2014.

The Company recognized compensation expense of $10 million in 2014, $13 million in 2013 and $18 million in 2012 in connection with each respective year’s offering of AXA stock under the AXA Shareplan, representing the aggregate discount provided to AXA Equitable participants for their purchase of AXA stock under each of those plans, as adjusted for the post-vesting, five-year holding period. AXA Equitable participants in AXA Shareplans 2014, 2013 and 2012 primarily invested under Investment Option B for the purchase of approximately 5 million, 5 million and 8 million AXA ordinary shares, respectively.

AXA Miles Program

AXA Miles Program 2012.    On March 16, 2012, under the terms of the AXA Miles Program 2012, AXA granted 50 AXA ordinary shares (“AXA Miles”) to every employee and eligible financial professional of AXA Group for the purpose of enhancing long-term employee-shareholder engagement. Each AXA Mile represents a phantom share of AXA stock that will convert to an actual AXA ordinary share at the end of a four-year vesting period provided the employee or financial professional remains in the employ of the company or has retired from service. Half of each AXA Miles grant, or 25 AXA Miles, were subject to an additional vesting condition that required improvement in at least one of two AXA performance metrics in 2012 as compared to 2011 and was confirmed to have been achieved. The total fair value of these AXA Miles awards of approximately $6 million, net of expected forfeitures, 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 and is updated to reflect changes in respect of the expectation for meeting the predefined performance conditions. In 2014 and 2013, respectively, the expense associated with the March 16, 2012 grant of AXA Miles was approximately $295,000 and $278,000.

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AllianceBernstein Long-term Incentive Compensation Plans

AllianceBernstein maintains several unfunded long-term incentive compensation plans for the benefit of certain eligible employees and executives. The AllianceBernstein Capital Accumulation Plan was frozen on December 31, 1987 and no additional awards have been made, however, ACMC, LLC (“ACMC”), an indirect wholly owned subsidiary of AXA Financial, is obligated to make capital contributions to AllianceBernstein in amounts equal to benefits paid under this plan as well as other assumed contractual unfunded deferred compensation arrangements covering certain executives. Prior to changes implemented by AllianceBernstein in fourth quarter 2011, as further described below, compensation expense for the remaining active plans was recognized on a straight-line basis over the applicable vesting period. Prior to 2009, participants in these plans designated the percentages of their awards to be allocated among notional investments in Holding units or certain investment products (primarily mutual funds) sponsored by AllianceBernstein. Beginning in 2009, annual awards granted under the Amended and Restated AllianceBernstein Incentive Compensation Award Program were in the form of restricted Holding units.

In fourth quarter 2011, AllianceBernstein implemented changes to AllianceBernstein’s employee long-term incentive compensation award. AllianceBernstein amended all outstanding year-end deferred incentive compensation awards of active employees (i.e., those employees employed as of December 31, 2011), so that employees who terminate their employment or are terminated without cause may continue to vest, so long as the employees do not violate the agreements and covenants set forth in the applicable award agreement, including restrictions on competition, employee and client solicitation, and a claw-back for failing to follow existing risk management policies. This amendment resulted in the immediate recognition in the fourth quarter of the cost of all unamortized deferred incentive compensation on outstanding awards from prior years that would otherwise have been expensed in future periods.

In addition, awards granted in 2012 contain the same vesting provisions and, accordingly, AllianceBernstein’s annual incentive compensation expense reflect 100% of the expense associated with the deferred incentive compensation awarded in each year. This approach to expense recognition closely matches the economic cost of awarding deferred incentive compensation to the period in which the related service is performed.

AllianceBernstein engages in open-market purchases of AllianceBernstein Holding L.P. (“AB Holding”) units (“Holding units”) to help fund anticipated obligations under its incentive compensation award program, for purchases of Holding units from employees and other corporate purposes. During 2014 and 2013, AllianceBernstein purchased 3.6 million and 5.2 million Holding units for $93 million and $111 million respectively. These amounts reflect open-market purchases of 0.3 million and 1.9 million Holding units for $7 million and $39 million, respectively, with the remainder relating to purchases of Holding units from employees to allow them to fulfill statutory tax requirements at the time of distribution of long-term incentive compensation awards, offset by Holding units purchased by employees as part of a distribution reinvestment election.

During 2014, AllianceBernstein granted to employees and Eligible Directors 7.6 million restricted AB Holding Unit awards (including 6.6 million granted in December for 2014 year-end awards). During 2013, AllianceBernstein granted to employees and Eligible Directors 13.9 million restricted AB Holding awards (including 6.5 million granted in December 2013 for 2013 year-end awards and 6.5 million granted in January 2013 for 2012 year-end awards). Prior to third quarter 2013, AllianceBernstein funded these awards by allocating previously repurchased Holding units that had been held in its consolidated rabbi trust. In 2014, AB Holding used Holding units repurchased during the fourth quarter of 2014 and newly-issued Holding units to fund restricted Holding awards.

Effective July 1, 2013, management of AllianceBernstein and AllianceBernstein Holding L.P. (“AB Holding”) retired all unallocated Holding units in AllianceBernstein’s consolidated rabbi trust. To retire such units, AllianceBernstein delivered the unallocated Holding units held in its consolidated rabbi trust to AB Holding in exchange for the same amount of AllianceBernstein units. Each entity then retired its respective units. As a result, on July 1, 2013, each of AllianceBernstein’s and AB Holding’s units outstanding decreased by approximately 13.1 million units. AllianceBernstein and AB Holding intend to retire additional units as AllianceBernstein purchases Holding units on the open market or from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards, if such units are not required to fund new employee awards in the near future. If a sufficient number of Holding units is not available in the rabbi trust to fund new awards, AB Holding will issue new Holding units in exchange for newly-issued AllianceBernstein units, as was done in December 2013.

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The 2012 long-term incentive compensation awards allowed most employees to allocate their award between restricted Holding units and deferred cash. As a result, 6.5 million restricted Holding unit awards for the December 2012 awards were awarded and allocated as such within the consolidated rabbi trust in January. There were approximately 17.9 million unallocated Holding units remaining in the consolidated rabbi trust as of December 31, 2012. The purchases and issuances of Holding units resulted in an increase of $60 million in Capital in excess of par value during 2012 with a corresponding decrease of $60 million in Noncontrolling interest.

The Company recorded compensation and benefit expenses in connection with these long-term incentive compensation plans of AllianceBernstein totaling $173 million, $156 million and $147 million for 2014, 2013 and 2012, respectively. The cost of the 2014 awards made in the form of restricted Holding units was measured, recognized, and disclosed as a share-based compensation program.

On July 1, 2010, the AllianceBernstein 2010 Long Term Incentive Plan (“2010 Plan”), as amended, was established, under which various types of Holding unit-based awards have been available for grant to its employees and Eligible Directors, including restricted or phantom restricted Holding unit awards, Holding unit appreciation rights and performance awards, and options to buy Holding units. The 2010 Plan will expire on June 30, 2020 and no awards under the 2010 Plan will be made after that date. Under the 2010 Plan, the aggregate number of Holding units with respect to which awards may be granted is 60 million, including no more than 30 million newly issued Holding units. As of December 31, 2014, 273,387 options to buy Holding units had been granted and 42 million Holding units net of forfeitures, were subject to other Holding unit awards made under the 2010 Plan. Holding unit-based awards (including options) in respect of 17 million Holding units were available for grant as of December 31, 2014.

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14) INCOME TAXES

A summary of the income tax (expense) benefit in the consolidated statements of earnings (loss) follows:

	2014		2013		2012
	(In Millions)
Income tax (expense) benefit:
Current (expense) benefit	$	(552)	$	197	$	(233)
Deferred (expense) benefit		(1,143)		1,876		391
Total	$	(1,695)	$	2,073	$	158

The Federal income taxes attributable to consolidated operations are 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 sources of the difference and their tax effects are as follows:

	2014		2013		2012
	(In Millions)
Expected income tax (expense) benefit	$	(2,140)	$	1,858	$	(20)
Noncontrolling interest		119		101		37
Separate Accounts investment activity		116		122		94
Non-taxable investment income (loss)		12		20		24
Tax audit interest		(6)		(14)		(2)
State income taxes		(4)		(6)		7
AllianceBernstein Federal and foreign taxes		4		2		10
Tax settlement		212		-		-
Other		(8)		(10)		8
Income tax (expense) benefit	$	(1,695)	$	2,073	$	158

In second quarter 2014 the Company recognized a tax benefit of $212 million related to settlement of the IRS audit for tax years 2006 and 2007.

In February 2014, the IRS released Revenue Ruling 2014-7, eliminating the IRS’ previous guidance related to the methodology to be followed in calculating the Separate Account dividends received deduction (“DRD”). However, there remains the possibility that the IRS and the U.S. Treasury will address, through subsequent guidance, the issues previously raised related to the calculation of the DRD. The ultimate timing and substance of any such guidance is unknown. It is also possible that the calculation of the Separate Account DRD will be addressed in future legislation. Any such guidance or legislation could result in the elimination or reduction on either a retroactive or prospective basis of the Separate Account DRD tax benefit that the Company receives.

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The components of the net deferred income taxes are as follows:

	December 31, 2014				December 31, 2013
	Assets		Liabilities		Assets		Liabilities
	(In Millions)
Compensation and related benefits	$	150	$	-	$	104	$	-
Reserves and reinsurance		-		1,785		-		688
DAC		-		1,162		-		1,016
Unrealized investment gains or losses		-		614		-		85
Investments		-		1,490		-		1,410
Net operating losses and credits		512		-		492		-
Other		112		-		7		-
Total	$	774	$	5,051	$	603	$	3,199

As of December 31, 2014, the Company had $512 million of AMT credits which do not expire.

The Company does not provide income taxes on the undistributed earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are not permanently invested outside the United States. As of December 31, 2014, $264 million of accumulated undistributed earnings of non-U.S. corporate subsidiaries were permanently invested outside the United States. At existing applicable income tax rates, additional taxes of approximately $106 million would need to be provided if such earnings were remitted.

At December 31, 2014 and 2013, of the total amount of unrecognized tax benefits $397 million and $568 million, respectively, would affect the effective rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in tax expense. Interest and penalties included in the amounts of unrecognized tax benefits at December 31, 2014 and 2013 were $77 million and $120 million, respectively. For 2014, 2013 and 2012, respectively, there were $43 million, $15 million and $4 million in interest expense related to unrecognized tax benefits.

A reconciliation of unrecognized tax benefits (excluding interest and penalties) follows:

	2014		2013		2012
	(In Millions)
Balance at January 1,	$	592	$	573	$	453
Additions for tax positions of prior years		56		57		740
Reductions for tax positions of prior years		(181)		(38)		(620)
Additions for tax positions of current year		8		-		-
Balance at December 31,	$	475	$	592	$	573

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. An appeal of the 2004 and 2005 tax years is pending at the Appeals Office of the IRS. It is reasonably possible that the total amounts of unrecognized tax benefit will change within the next 12 months due to the conclusion of IRS proceedings and the addition of new issues for open tax years. The possible change in the amount of unrecognized tax benefits cannot be estimated at this time.

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15) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

AOCI represents cumulative gains (losses) on items that are not reflected in earnings (loss). The balances for the past three years follow:

	December 31,
	2014		2013		2012
	(In Millions)
Unrealized gains (losses) on investments	$	1,089	$	141	$	1,352
Defined benefit pension plans		(780)		(757)		(1,056)
Total accumulated other comprehensive income (loss)		309		(616)		296
Less: Accumulated other comprehensive (income) loss attributable to noncontrolling interest		42		13		21
Accumulated Other Comprehensive Income (Loss) Attributable to AXA Equitable	$	351	$	(603)	$	317

The components of OCI for the past three years, net of tax, follow:

	2014		2013			2012
	(In Millions)
Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the year	$	1,043	$	(1,550	)	$	658
(Gains) losses reclassified into net earnings (loss) during the year(1)		37		49			59
Net unrealized gains (losses) on investments		1,080		(1,501)			717
Adjustments for policyholders liabilities, DAC, insurance liability loss recognition and other		(132)		290			(137)
Change in unrealized gains (losses), net of adjustments and (net of deferred income tax expense (benefit) of $529, $(654) and $318)		948		(1,211)			580
Change in defined benefit plans:
Net gain (loss) arising during the year		(95)		198			(82)
Prior service cost arising during the year		-		-			1
Less: reclassification adjustments to net earnings (loss) for:(2)
Amortization of net (gains) losses included in net periodic cost		72		101			106
Amortization of net prior service credit included in net periodic cost		-		-			1
Change in defined benefit plans (net of deferred income tax expense (benefit) of $(15), $161 and $14)		(23)		299			26
Total other comprehensive income (loss), net of income taxes		925		(912)			606
Less: Other comprehensive (income) loss attributable to noncontrolling interest		29		(8)			8
Other Comprehensive Income (Loss) Attributable to AXA Equitable	$	954	$	(920)		$	614

⁽¹⁾  See “Reclassification adjustments” in Note 3. Reclassification amounts presented net of income tax expense (benefit) of $(19) million, $(26) million and $(32) million for 2014, 2013 and 2012, respectively.

⁽²⁾  These AOCI components are included in the computation of net periodic costs (see Note 12). Reclassification amounts presented net of income tax expense (benefit) of $(39) million, $(54) million and $(58) million for 2014, 2013 and 2012, 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.

16) COMMITMENTS AND CONTINGENT LIABILITIES

Debt Maturities

At December 31, 2014, aggregate maturities of the long-term debt, including any current portion of long-term debt, based on required principal payments at maturity, were $200 million for 2015 and $0 million for 2017 and thereafter.

Leases

The Company has entered into operating leases for office space and certain other assets, principally information technology equipment and office furniture and equipment. Future minimum payments under non-cancelable operating leases for 2015 and the four successive years are $211 million, $212 million, $209 million, $195 million, $184 million and $1,081 million thereafter. Minimum future sublease rental income on these non-cancelable operating leases for 2015 and the four successive years is $53 million, $55 million, $54 million, $53 million, $53 million and $153 million thereafter.

Restructuring

As part of the Company’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 2014, 2013 and 2012, respectively, AXA Equitable recorded $42 million, $85 million and $30 million pre-tax charges related to severance and lease costs. The amounts recorded in 2014 and 2013 included pre-tax charges of $25 million and $52 million, respectively, related to the reduction in office space in the Company’s 1290 Avenue of the Americas, New York, NY headquarters. The restructuring costs and liabilities associated with the Company’s initiatives were as follows:

	December 31,
	2014		2013		2012
	(In Millions)
Balance, beginning of year	$	122	$	52	$	44
Additions		21		140		54
Cash payments		(24)		(66)		(46)
Other reductions		(6)		(4)		-
Balance, End of Year	$	113	$	122	$	52

As a result of AllianceBernstein’s ongoing efforts to operate more efficiently during 2014, 2013 and 2012, respectively, AllianceBernstein recorded a $6 million, $4 million and $21 million pre-tax charge related to severance costs. During 2013 and 2012, AllianceBernstein recorded $28 million and $223 million, respectively, of pre-tax real estate charges related to a global office space consolidation plan. The charges reflected the net present value of the difference between the amount of AllianceBernstein’s on-going contractual operating lease obligations for this space and their estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to this space offset by changes in estimates relating to previously recorded real estate charges. Included in the 2013 real estate charge was a charge of $17 million related to additional sublease losses resulting from the extension of sublease marketing periods. AllianceBernstein will compare current sublease market conditions to those assumed in their initial write-offs and record any adjustments if necessary.

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Guarantees and Other Commitments

The Company provides certain guarantees or commitments to affiliates and others. At December 31, 2014, these arrangements include commitments by the Company to provide equity financing of $476 million to certain limited partnerships under certain conditions. Management believes the Company will not incur material losses as a result of these commitments.

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

The Company had $16 million of undrawn letters of credit related to reinsurance at December 31, 2014. The Company had $498 million of commitments under existing mortgage loan agreements at December 31, 2014.

During 2009, AllianceBernstein entered into a subscription agreement under which it committed to invest up to $35 million, as amended in 2011, in a venture capital fund over a six-year period. As of December 31, 2014, AllianceBernstein had funded $32 million of this commitment.

During 2010, as general partner of the AllianceBernstein U.S. Real Estate L.P. (the “Real Estate Fund”), AllianceBernstein committed to invest $25 million in the Real Estate Fund. As of December 31, 2014, AllianceBernstein had funded $16 million of this commitment.

During 2012, AllianceBernstein entered into an investment agreement under which it committed to invest up to $8 million in an oil and gas fund over a three-year period. As of December 31, 2014, AllianceBernstein had funded $6 million of this commitment.

17) LITIGATION

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.

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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.

A lawsuit was filed in the United States District Court for the Southern District of New York in April 2014, 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, directly or indirectly, purchased, renewed or paid premiums on life insurance policies issued by AXA Equitable from 2011 to March 11, 2014 (the “Policies”). The complaint alleges that AXA Equitable did not disclose in its New York statutory annual statement or elsewhere that certain reinsurance transactions with affiliated reinsurance companies were collateralized using “contractual parental guarantees,” and thereby AXA Equitable allegedly misrepresented its “financial condition” and “legal reserve system.” The lawsuit seeks recovery under Section 4226 of the New York Insurance Law of the equivalent 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. In March 2015, AXA Equitable filed a motion to dismiss on substantial grounds.

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. In July 2014, 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 November 2014, a separate lawsuit entitled Arlene Shuster, on behalf of herself and all others similarly situated v. AXA Equitable Life Insurance Company was filed in the Superior Court of New Jersey, Camden County (“New Jersey state court”). The 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.” Plaintiff asserts that volatility management techniques were implemented in certain variable investment funds offered to plaintiff under her variable life insurance contract and that use of volatility management in those funds “breached the terms of the variable life insurance policies held by plaintiff and the Class.” The lawsuit seeks unspecified damages. In December 2014, AXA Equitable filed a notice of removal to the United States District Court for the District of New Jersey and a motion to transfer to the United States District Court for the Southern District of New York. In January 2015, plaintiff filed a motion to remand the action to New Jersey state court. In January 2015, the New Jersey federal district court stayed AXA Equitable’s motion to transfer, as well as its date to respond to the complaint, pending resolution of Plaintiff’s motion to remand.

AllianceBernstein Litigation

During first quarter 2012, AllianceBernstein received a legal letter of claim (the “Letter of Claim”) sent on behalf of Philips Pension Trustees Limited and Philips Electronics UK Limited (“Philips”), a former pension fund client, alleging that AllianceBernstein Limited (one of AllianceBernstein’s subsidiaries organized in the United Kingdom) was negligent and failed to meet certain applicable standards of care with respect to the initial investment in, and

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management of, a £500 million portfolio of U.S. mortgage-backed securities. The alleged damages range between $177 million and $234 million, plus compound interest on an alleged $125 million of realized losses in the portfolio. On January 2, 2014, Philips filed a claim form (“Claim”) in the High Court of Justice in London, England, which formally commenced litigation with respect to the allegations in the Letter of Claim. AllianceBernstein believes that it has strong defenses to these claims, which were set forth in AllianceBernstein’s October 12, 2012 response to the Letter of Claim and AllianceBernstein’s June 27, 2014 Statement of Defence in response to the Claim, and will defend this matter vigorously.

In addition to the matters described above, 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, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters. Some of the matters have resulted in the award of substantial judgments against other insurers and asset managers, including material amounts of punitive damages, or in substantial settlements. In some states, juries have substantial discretion in awarding punitive damages. AXA Equitable and its subsidiaries from time to time are involved in such actions and proceedings. Some of these actions and proceedings filed against AXA Equitable and its subsidiaries have been brought on behalf of various alleged classes of plaintiffs and certain of these plaintiffs seek damages of unspecified amounts. While the ultimate outcome of such matters cannot be predicted with certainty, in the opinion of management no such matter is likely to have a material adverse effect on AXA Equitable’s consolidated financial position or results of operations. However, it should be noted that the frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given matter.

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 litigation and regulatory 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.

18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

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. For 2014, 2013 and 2012, respectively, AXA Equitable’s statutory net income (loss) totaled $1,664 million, $(28) million and $602 million. Statutory surplus, capital stock and Asset Valuation Reserve (“AVR”) totaled $5,793 million and $4,360 million at December 31, 2014 and 2013, respectively. In 2014 AXA Equitable paid $382 million in shareholders’ dividends. In 2013, AXA Equitable paid $234 million in shareholder dividends and transferred approximately 10.9 million in Units of AllianceBernstein (fair value of $234 million) in the form of a dividend to AXA Financial. In 2012, AXA Equitable paid $362 million in shareholder dividends.

At December 31, 2014, AXA Equitable, in accordance with various government and state regulations, had $65 million of securities on deposit with such government or state agencies.

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In 2014 and 2013 AXA Equitable, with the approval of the NYSDFS, repaid at par value plus accrued interest $825 million and $500 million, respectively, of outstanding surplus notes to AXA Financial.

At December 31, 2014 and for the year then ended, there were no differences in net income (loss) and capital and surplus resulting from practices prescribed and permitted by NYSDFS and those prescribed by NAIC Accounting Practices and Procedures effective at December 31, 2014.

Accounting practices used to prepare statutory financial statements for regulatory filings of stock life insurance companies differ in certain instances from U.S. GAAP. The differences between statutory surplus and capital stock determined in accordance with Statutory Accounting Principles (“SAP”) and total equity under U.S. GAAP are primarily: (a) the inclusion in SAP of an AVR intended to stabilize surplus from fluctuations in the value of the investment portfolio; (b) future policy benefits and policyholders’ account balances under SAP differ from U.S. GAAP due to differences between actuarial assumptions and reserving methodologies; (c) certain policy acquisition costs are expensed under SAP but deferred under U.S. GAAP and amortized over future periods to achieve a matching of revenues and expenses; (d) under SAP, Federal income taxes are provided on the basis of amounts currently payable with limited recognition of deferred tax assets while under U.S. GAAP, deferred taxes are recorded for temporary differences between the financial statements and tax basis of assets and liabilities where the probability of realization is reasonably assured; (e) the valuation of assets under SAP and U.S. GAAP differ due to different investment valuation and depreciation methodologies, as well as the deferral of interest-related realized capital gains and losses on fixed income investments; (f) the valuation of the investment in AllianceBernstein and AllianceBernstein Holding under SAP reflects a portion of the market value appreciation rather than the equity in the underlying net assets as required under U.S. GAAP; (g) reporting the surplus notes as a component of surplus in SAP but as a liability in U.S. GAAP; (h) computer software development costs are capitalized under U.S. GAAP but expensed under SAP; (i) certain assets, primarily prepaid assets, are not admissible under SAP but are admissible under U.S. GAAP, (j) the fair valuing of all acquired assets and liabilities including intangible assets are required for U.S. GAAP purchase accounting and (k) cost of reinsurance which is recognized as expense under SAP and amortized over the life of the underlying reinsured policies under U.S. GAAP.

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The following tables reconcile AXA Equitable’s statutory change in surplus and capital stock and statutory surplus and capital stock determined in accordance with accounting practices prescribed by NYSDFS laws and regulations with consolidated net earnings (loss) and equity attributable to AXA Equitable on a U.S. GAAP basis.

	December 31,
	2014		2013		2012
	(In Millions)
Net change in statutory surplus and capital stock	$	1,345	$	(864)	$	64
Change in AVR		89		46		269
Net change in statutory surplus, capital stock and AVR		1,434		(818)		333
Adjustments:
Future policy benefits and policyholders’ account balances		(1,128)		(607)		(508)
DAC		413		75		142
Deferred income taxes		(904)		2,038		798
Valuation of investments		(139)		7		(377)
Valuation of investment subsidiary		(289)		(109)		(306)
Increase (decrease) in the fair value of the reinsurance contract asset		3,964		(4,297)		497
Pension adjustment		(13)		(478)		(41)
Amortization of deferred cost of insurance ceded to AXA Arizona		(280)		(280)		(126)
Shareholder dividends paid		382		468		362
Changes in non-admitted assets		(227)		2		(489)
Repayment of surplus Note		825		500		-
Other, net		(5)		(74)		(190)
U.S. GAAP Net Earnings (Loss) Attributable to AXA Equitable	$	4,033	$	(3,573)	$	95
	December 31,
	2014		2013		2012
	(In Millions)
Statutory surplus and capital stock	$	5,170	$	3,825	$	4,689
AVR		623		535		489
Statutory surplus, capital stock and AVR		5,793		4,360		5,178
Adjustments:
Future policy benefits and policyholders’ account balances		(5,195)		(3,884)		(3,642)
DAC		4,271		3,874		3,728
Deferred income taxes		(4,259)		(2,672)		(5,330)
Valuation of investments		2,208		703		3,271
Valuation of investment subsidiary		(898)		(515)		(137)
Fair value of reinsurance contracts		10,711		6,747		11,044
Deferred cost of insurance ceded to AXA Arizona		2,086		2,366		2,646
Non-admitted assets		242		469		467
Issuance of surplus notes		200		(1,025)		(1,525)
Other, net		(40)		115		(264)
U.S. GAAP Total Equity Attributable to AXA Equitable	$	15,119	$	10,538	$	15,436

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19) BUSINESS SEGMENT INFORMATION

The following tables reconcile segment revenues and earnings (loss) from 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.

	2014		2013		2012
	(In Millions)
Segment revenues:
Insurance(1)	$	12,656	$	(54)	$	6,443
Investment Management(2)		3,011		2,915		2,738
Consolidation/elimination		(27)		(21)		(21)
Total Revenues	$	15,640	$	2,840	$	9,160

¹⁾  Includes investment expenses charged by AllianceBernstein of approximately $40 million, $37 million and $31 million for 2014, 2013 and 2012, respectively, for services provided to the Company.

²⁾  Intersegment investment advisory and other fees of approximately $67 million, $58 million and $52 million for 2014, 2013 and 2012, respectively, are included in total revenues of the Investment Management segment.

	2014		2013		2012
	(In Millions)
Segment earnings (loss) from operations, before income taxes:
Insurance	$	5,512	$	(5,872)	$	(132)
Investment Management(1)		603		564		190
Consolidation/elimination		-		(1)		-
Total Earnings (Loss) from Operations, before Income Taxes	$	6,115	$	(5,309)	$	58

⁽¹⁾ Net of interest expenses incurred on securities borrowed.

	December 31,
	2014		2013
	(In Millions)
Segment assets:
Insurance	$	184,018	$	171,532
Investment Management		11,990		11,873
Consolidation/elimination		(3)		(4)
Total Assets	$	196,005	$	183,401

In accordance with SEC regulations, securities with a fair value of $415 million and $925 million have been segregated in a special reserve bank custody account at December 31, 2014 and 2013, respectively, for the exclusive benefit of securities broker-dealer or brokerage customers under the Exchange Act.

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20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for 2014 and 2013 are summarized below:

	Three Months Ended
	March 31		June 30		September 30		December 31
	(In Millions)
2014
Total Revenues	$	3,706	$	3,524	$	3,754	$	4,656
Net Earnings (Loss), Attributable to AXA Equitable	$	977	$	945	$	987	$	1,124
2013
Total Revenues	$	392	$	537	$	834	$	1,077
Net Earnings (Loss), Attributable to AXA Equitable	$	(1,004)	$	(1,051)	$	(878)	$	(640)

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Report of Independent Registered Public Accounting Firm on

Consolidated Financial Statement Schedules

To the Board of Directors and Shareholder of

AXA Equitable Life Insurance Company:

Our audits of the consolidated financial statements referred to in our report dated March 10, 2015 appearing in the 2014 Annual Report on Form 10-K of AXA Equitable Life Insurance Company also included an audit of the financial statement schedules listed in the Index to Consolidated Financial Statements and Schedules of this form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 10, 2015

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AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE I

SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 2014

Type of Investment	Cost(A)		Fair Value		Carrying Value
	(In Millions)
Fixed Maturities:
U.S. government, agencies and authorities	$	6,685	$	7,331	$	7,331
State, municipalities and political subdivisions		441		519		519
Foreign governments		395		434		434
Public utilities		3,346		3,664		3,664
All other corporate bonds		19,133		20,230		20,230
Redeemable preferred stocks		795		856		856
Total fixed maturities		30,795		33,034		33,034
Equity securities:
Common stocks:
Industrial, miscellaneous and all other		36		38		38
Mortgage loans on real estate		6,463		6,617		6,463
Policy loans		3,408		4,406		3,408
Other limited partnership interests and equity investments		1,719		1,719		1,719
Trading securities		5,160		5,143		5,143
Other invested assets		1,978		1,978		1,978
Total Investments	$	49,559	$	52,935	$	51,783

^(A)  Cost for fixed maturities represents original cost, reduced by repayments and writedowns and adjusted for amortization of premiums or accretion of discount; cost for equity securities represents original cost reduced by writedowns; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.

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AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 2014

Segment	Deferred Policy Acquisition Costs		Policyholders’ Account Balances		Future Policy Benefits and other Policyholders’ Funds		Policy Charges And Premium Revenue		Net Investment Income (Loss)(1)		Policyholders’ Benefits and Interest Credited		Amortization of Deferred Policy Acquisition Costs		Other Operating Expense(2)
	(In Millions)
Insurance	$	4,271	$	31,848	$	23,484	$	3,989	$	3,760	$	4,894	$	215	$	2,035
Investment Management		-		-		-		-		15		-		-		2,408
Consolidation/ Elimination		-		-		-		-		40		-		-		(27)
Total	$	4,271	$	31,848	$	23,484	$	3,989	$	3,815	$	4,894	$	215	$	4,416

⁽¹⁾  Net investment income (loss) is based upon specific identification of portfolios within segments.

⁽²⁾  Operating expenses are principally incurred directly by a segment.

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AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 2013

Segment	Deferred Policy Acquisition Costs		Policyholders’ Account Balances		Future Policy Benefits and other Policyholders’ Funds		Policy Charges And Premium Revenue		Net Investment Income (Loss)(1)		Policyholders’ Benefits and Interest Credited		Amortization of Deferred Policy Acquisition Costs		Other Operating Expense(2)
	(In Millions)
Insurance	$	3,874	$	30,340	$	21,697	$	4,042	$	(724)	$	3,064	$	580	$	2,174
Investment Management		-		-		-		-		58		-		-		2,351
Consolidation/ Elimination		-		-		-		-		37		-		-		(20)
Total	$	3,874	$	30,340	$	21,697	$	4,042	$	(629)	$	3,064	$	580	$	4,505

⁽¹⁾  Net investment income (loss) is based upon specific identification of portfolios within segments.

⁽²⁾  Operating expenses are principally incurred directly by a segment.

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AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 2012

Segment	Policy Charges And Premium Revenue		Net Investment Income (Loss)(1)		Policyholders’ Benefits and Interest Credited		Amortization of Deferred Policy Acquisition Costs		Other Operating Expense(2)
Insurance	$	3,848	$	1,242	$	4,155	$	576	$	1,844
Investment Management		-		65		-		-		2,548
Consolidation/ Elimination		-		31		-		-		(21)
Total	$	3,848	$	1,338	$	4,155	$	576	$	4,371

⁽¹⁾  Net investment income (loss) is based upon specific identification of portfolios within segments.

⁽²⁾  Operating expenses are principally incurred directly by a segment.

.

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AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE IV

REINSURANCE^(A)

AT OR FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

	Gross Amount		Ceded to Other Companies		Assumed from Other Companies		Net Amount		Percentage of Amount Assumed to Net
	(Dollars In Millions)
2014
Life Insurance In-Force	$	412,215	$	87,177	$	31,767	$	356,805		8.9%
Premiums:
Life insurance and annuities	$	775	$	492	$	199	$	482		41.4%
Accident and health		69		49		12		32		37.5%
Total Premiums	$	844	$	541	$	211	$	514		41.1%
2013
Life Insurance In-Force	$	414,362	$	92,252	$	33,494	$	355,604		9.4%
Premiums:
Life insurance and annuities	$	770	$	511	$	201	$	460		43.7%
Accident and health		78		54		12		36		33.3%
Total Premiums	$	848	$	565	$	213	$	496		42.9%
2012
Life Insurance In-Force	$	409,488	$	96,869	$	34,361	$	346,980		9.9%
Premiums:
Life insurance and annuities	$	785	$	518	$	206	$	473		43.5%
Accident and health		88		60		13		41		31.7%
Total Premiums	$	873	$	578	$	219	$	514		42.6%

^(A)  Includes amounts related to the discontinued group life and health business.

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Part II, Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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Part II, Item 9A

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 AXA Equitable Life Insurance Company (“AXA Equitable”) and its subsidiaries’ (together, the “Company”) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2014. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that the AXA Equitable’s disclosure controls and procedures are effective.

Management’s annual report on internal control over financial reporting

Management, including the Chief Executive Officer and Chief Financial Officer of AXA Equitable, is responsible for establishing and maintaining adequate internal control over AXA Equitable’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

AXA Equitable’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2014 in relation to the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment under those criteria, management concluded that AXA Equitable’s internal control over financial reporting was effective as of December 31, 2014.

This annual report does not include an attestation report of AXA Equitable’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by AXA Equitable’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit AXA Equitable to provide only management’s report in this annual report.

Changes in internal control over financial reporting

There were no changes to AXA Equitable’s internal control over financial reporting that occurred during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect AXA Equitable’s internal control over financial reporting.

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Part II, Item 9B.

OTHER INFORMATION

None.

9B-1

Part III, Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The Board currently consists of ten members, including our Chairman of the Board, President and Chief Executive Officer, two senior executives of AXA, one senior executive of AB and six independent members.

The Board holds regular quarterly meetings, generally in February, May, September, and November of each year, and holds special meetings or takes action by unanimous written consent as circumstances warrant. The Board has standing Executive, Audit, Organization and Compensation, and Investment Committees, each of which is described in further detail below. Each of the Directors attended at least 75% of the Board and committee meetings to which he or she was assigned during 2014, except Mr. Kraus.

The current members of our Board are as follows:

Mark Pearson

Mr. Pearson, age 56, has been a Director of AXA Equitable since January 2011. Mr. Pearson currently serves as Chairman of the Board, President and Chief Executive Officer. From February 2011 through September 2013, he served as Chairman of the Board and Chief Executive Officer. Mr. Pearson also serves as President and Chief Executive Officer of AXA Financial since February 2011. Mr. Pearson is also a member of the Management and Executive Committees at AXA. Mr. Pearson joined AXA in 1995 with the acquisition of National Mutual Holdings (now AXA Asia Pacific Holdings) and was appointed Regional Chief Executive of AXA Asia Life in 2001. In 2008, he became President and Chief Executive Officer of AXA Japan Holding Co. Ltd. (“AXA Japan”) and was appointed a member of the Executive Committee of AXA. Before joining AXA, Mr. Pearson spent approximately 20 years in the insurance sector, assuming several senior manager positions at National Mutual Holdings and Friends Provident. Mr. Pearson is a Fellow of the Chartered Association of Certified Accountants and is a member of the Board of Directors of the American Council of Life Insurers and the Financial Services Roundtable. Mr. Pearson is also a director of AXA Financial (since January 2011), MLOA (since January 2011) and AllianceBernstein Corporation (since February 2011).

Mr. Pearson brings to the Board diverse financial services experience developed though his service as an executive, including as a Chief Executive Officer, to AXA Financial, AXA Japan and other AXA affiliates.

Henri de Castries

Mr. de Castries, age 60, has been a Director of AXA Equitable since September 1993. Mr. de Castries has also served as Chairman of the Board of AXA Financial since April 1998. Since April 2010, Mr. de Castries has been Chairman of the Board and Chief Executive Officer of AXA. Mr. de Castries served as the Chairman of the Management Board of AXA from May 2000 through April 2010. Prior thereto, he served AXA in various capacities, including Vice Chairman of the AXA Management Board; Senior Executive Vice President-Financial Services and Life Insurance Activities in the United States, Germany, the United Kingdom and Benelux from 1996 to 2000; Executive Vice President-Financial Services and Life Insurance Activities from 1993 to 1996; Corporate Secretary from 1991 to 1993; and Central Director of Finances from 1989 to 1991. Mr. de Castries is a member of the Board of Directors of Nestle S.A., where he serves on the Audit Committee. Mr. de Castries is also a director of AXA Financial (since September 1993), MLOA (since July 2004), AllianceBernstein Corporation (since October 1993) and various other subsidiaries and affiliates of the AXA Group.

Mr. de Castries brings to the Board his extensive experience as an AXA executive and, prior thereto, his financial and public sector experience gained from working in French government. The Board also benefits from his invaluable perspective as the Chairman and Chief Executive Officer of AXA.

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Ramon de Oliveira

Mr. de Oliveira, age 60, has been a Director of AXA Equitable since May 2011. Since April 2010, Mr. de Oliveira has been a member of AXA’s Board of Directors, where he serves on the Finance Committee (Chair) and Audit Committee, and from April 2009 to May 2010, he was a member of AXA’s Supervisory Board. He is currently the Managing Director of the consulting firm Investment Audit Practice, LLC, based in New York, NY. From 2002 and 2006, Mr. de Oliveira was an adjunct professor of Finance at Columbia University. Prior thereto, starting in 1977, he spent 24 years at JP Morgan & Co. where he was Chairman and Chief Executive Officer of JP Morgan Investment Management and was also a member of the firm’s Management Committee since its inception in 1995. Upon the merger with Chase Manhattan Bank in 2001, Mr. de Oliveira was the only executive from JP Morgan & Co. asked to join the Executive Committee of the new firm with operating responsibilities. Mr. de Oliveira is currently a member of the Board of Directors of Investment Audit Practice, LLC, Fonds de Dotation du Louvre and JACCAR Holdings. Previously he was a Director of JP Morgan Suisse, American Century Company, Inc., SunGard Data Systems and The Hartford Insurance Company. Mr. de Oliveira is also a director of AXA Financial and MLOA since May 2011.

Mr. de Oliveira brings to the Board extensive financial services experience, and key leadership and analytical skills developed through his roles within the financial services industry and academia. The Board also benefits from his perspective as a director of AXA and as a former director of other companies.

Denis Duverne

Mr. Duverne, age 61, has been a Director of AXA Equitable since February 1998. Since April 2010, Mr. Duverne has been the Deputy Chief Executive Officer of AXA, in charge of Finance, Strategy and Operations and a member of AXA’s Board of Directors. From January 2010 until April 2010, Mr. Duverne was AXA’s Management Board member in charge of Finance, Strategy and Operations. Mr. Duverne was a member of the AXA Management Board from February 2003 through April 2010. He was Chief Financial Officer of AXA from May 2003 through December 2009. From January 2000 to May 2003, Mr. Duverne served as Group Executive Vice President-Finance, Control and Strategy. Mr. Duverne joined AXA as Senior Vice President in 1995. Mr. Duverne is also a director of AXA Financial (since November 2003), MLOA (since July 2004), AllianceBernstein Corporation (since February 1996) and various other subsidiaries and affiliates of the AXA Group.

Mr. Duverne brings to the Board the highly diverse experience he has garnered throughout the years from the many key roles he has served for AXA. The Board also benefits from his invaluable perspective as director and Deputy Chief Executive Officer of AXA.

Barbara Fallon-Walsh

Ms. Fallon-Walsh, age 62, has been a Director of AXA Equitable since May 2012. Ms. Fallon-Walsh was with The Vanguard Group, Inc. (“Vanguard”) from 1995 until her retirement in 2012, where she held several executive positions, including Head of Institutional Retirement Plan Services from 2006 through 2011. Ms. Fallon-Walsh started her career at Security Pacific Corporation in 1979 and held a number of senior and executive positions with the company, which merged with Bank of America in 1992. From 1992 until joining Vanguard in 1995, Ms. Fallon-Walsh served as Executive Vice President, Bay Area Region and Los Angeles Gold Coast Region for Bank of America. Ms. Fallon-Walsh is currently a member of the Board of Directors of AXA Investment Managers S.A. (“AXA IM”), where she serves on the Audit and Risk Committee and the Remuneration Committee, and of AXA Rosenberg Group LLC (“AXA Rosenberg”). Ms. Fallon-Walsh is also a director of AXA Financial and MLOA since May 2012.

Ms. Fallon-Walsh brings to the Board extensive financial services and general management expertise through her executive positions at Vanguard, Bank of America and Security Pacific National Bank and through her perspective as a director of AXA IM and AXA Rosenberg. The Board also benefits from her extensive knowledge of the retirement business.

Danny L. Hale

Mr. Hale, age 70, has been a Director of AXA Equitable since May 2010. From January 2003 to March 2008, Mr. Hale served as Senior Vice President and Chief Financial Officer of The Allstate Corporation. Prior to joining The Allstate Corporation in January 2003, he was Executive Vice President and Chief Financial Officer of the Promus Hotel Corporation until its acquisition by the Hilton Hotels Group in 1999. Prior to joining Promus Hotel Corporation, Mr. Hale was Executive Vice President and Chief Financial Officer of USF&G Corporation from 1993 to 1998. Mr. Hale joined insurer USF&G Corporation in 1991 as Executive Vice President of Diversified Insurance & Investment Operations. Prior thereto, Mr. Hale held various positions with each of Chase Manhattan Leasing and General Electric Company. Mr. Hale is also a director of AXA Financial and MLOA since May 2010.

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Mr. Hale brings to the Board invaluable expertise as an audit committee financial expert, and extensive financial services and insurance industry experience and his general knowledge and experience in financial matters, including as a Chief Financial Officer.

Peter S. Kraus

Mr. Kraus, age 62, has been a Director of AXA Equitable since February 2009. Since December 2008, Mr. Kraus has served as Chairman of the Board of AllianceBernstein Corporation and Chief Executive Officer of AllianceBernstein Corporation, AB and AB Holding. From September 2008 through December 2008, Mr. Kraus served as an executive vice president, the head of global strategy and a member of the Management Committee of Merrill Lynch & Co. Inc. (“Merrill Lynch”). Prior to joining Merrill Lynch, Mr. Kraus spent 22 years with Goldman Sachs Group Inc. (“Goldman”), where he most recently served as co-head of the Investment Management Division and a member of the Management Committee, as well as head of firm-wide strategy and chairman of the Strategy Committee. Mr. Kraus also served as co-head of the Financial Institutions Group. Mr. Kraus is a member of the Management and Executive Committees of AXA. Mr. Kraus is also a director of AXA Financial and MLOA since February 2009.

Mr. Kraus brings to the Board extensive knowledge of the financial services industry and in-depth experience in the financial markets, including experience as co-head of the Investment Management Division and head of firm-wide strategy at Goldman.

Bertram L. Scott

Mr. Scott, age 63, has been a Director of AXA Equitable since May 2012. Since February 2015, Mr. Scott has served as Senior Vice President of population health of Novant Health, Inc. From November 2012 through December 2014, Mr. Scott served as President and Chief Executive Officer of Affinity Health Plans. From June 2010 to December 2011, Mr. Scott served as President, U.S. Commercial of CIGNA Corporation. Prior thereto, he served as Executive Vice President of TIAA-CREF from 2000 to June 2010 and as President and Chief Executive Officer of TIAA-CREF Life Insurance Company from 2000 to 2007. Mr. Scott is currently a member of the Board of Directors of Becton, Dickinson and Company, where he serves on the Audit Committee (Chair) and Compensation and Benefits Committee. Mr. Scott is also a director of AXA Financial and MLOA since May 2012.

Mr. Scott brings to the Board invaluable expertise as an audit committee financial expert, and strong strategic and operational expertise acquired through the variety of executive roles in which he has served during his career. The Board also benefits from his perspective as a director of Becton, Dickinson and Company.

Lorie A. Slutsky

Ms. Slutsky, age 62, has been a Director of AXA Equitable since September 2006. Since January 1990, Ms. Slutsky has been President and Chief Executive Officer of The New York Community Trust, a community foundation that manages a $2.5 billion endowment and annually grants more than $150 million to non-profit organizations. Ms. Slutsky is Treasurer and a board member of the Independent Sector and co-chaired its National Panel on the Non-Profit Sector, which focused on reducing abuse and improving governance practices at non-profits. She served on the Board of Directors of BoardSource from 1999 to 2008 and served as its Chair from 2005 to 2007. She also served on the Board of Directors of the Council on Foundations from 1989 to 1995 and as its Chair from 1992 to 1994. Ms. Slutsky served as Trustee and Chair of the Budget Committee of Colgate University from 1989 to 1997. Ms. Slutsky is also a director of AXA Financial and MLOA (since September 2006) and AllianceBernstein Corporation (since July 2002).

Ms. Slutsky brings to the Board extensive corporate governance experience through her executive and managerial roles at The New York Community Trust, BoardSource and various other non-profit organizations.

Richard C. Vaughan

Mr. Vaughan, age 65, has been a Director of AXA Equitable since May 2010. From 1995 to May 2005, Mr. Vaughan served as Executive Vice President and Chief Financial Officer of Lincoln Financial Group (“Lincoln”). Mr. Vaughan joined Lincoln in July 1990 as Senior Vice President and Chief Financial Officer of Lincoln’s

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Employee Benefits Division. In June 1992, Mr. Vaughan was appointed Chief Financial Officer of Lincoln and was promoted to Executive Vice President of Lincoln in January 1995. Mr. Vaughan is a member of the Board of Directors of MBIA Inc., where he serves on the Audit Committee (Chair), Compensation and Governance Committee and Executive Committee. Previously, Mr. Vaughan was also a Director of The Bank of New York and Davita, Inc. Mr. Vaughan is also a director of AXA Financial and MLOA since May 2010.

Mr. Vaughan brings to the Board invaluable expertise as an audit committee financial expert, and extensive financial services and insurance industry experience and his general knowledge and experience in financial matters, including as a Chief Financial Officer. The Board also benefits from his perspective as a director of MBIA, Inc. and as a former director to other public companies.

EXECUTIVE OFFICERS

The current executive officers (other than Mr. Pearson, whose biography is included above in the Board of Directors information) are as follows:

Priscilla S. Brown, Senior Executive Director and Chief Marketing Officer

Ms. Brown, age 57, joined AXA Equitable in September 2014 and currently serves as Senior Executive Director and Chief Marketing Officer. Ms. Brown has overall responsibility for the Company’s customer strategy and building the Company’s brand. Ms. Brown leads the marketing and communications team which includes brand management and advertising, digital and multichannel programs, marketing for the Company’s core life insurance and retirement savings areas, insights and analytics and communications. In addition, she works closely with AXA on global marketing strategies. Prior to joining AXA Equitable, Ms. Brown was Senior Vice President and Chief Marketing and Development Officer at AmeriHealth Caritas, where she was responsible for marketing, product development, market expansion and corporate communications efforts across the enterprise. Before joining AmeriHealth Caritas in April 2013, Ms. Brown served as Head of Marketing U.S. for Sun Life Financial since January 2009. From February 1991 to December 2008, Ms. Brown served in numerous roles at Lincoln Financial Group, the most recent being Chief Marketing Officer.

Dave S. Hattem, Senior Executive Director and General Counsel

Mr. Hattem, age 58, joined AXA Equitable in 1994 and currently serves as Senior Executive Director and General Counsel. Prior to his election as general counsel in 2010, Mr. Hattem served as senior vice president and deputy general counsel, taking on this role in 2004. Mr. Hattem is responsible for oversight of the Law Department, including the National Compliance Office, setting the strategic direction of the Department and ensuring the business areas are advised as to choices and opportunities available under existing law to enable company goals. Prior to joining AXA Equitable, Mr. Hattem served in several senior management positions in the Office of the United States Attorney for the Eastern District of New York. Mr. Hattem began his professional legal career as an Associate in the Litigation Department of Barrett Smith Schapiro Simon & Armstrong. Since September 2012, Mr. Hattem has been a member of the Board of Directors of The Life Insurance Council of New York.

Nicholas B. Lane, Senior Executive Director and Head of U.S. Life & Retirement

Mr. Lane, age 41, rejoined AXA Equitable in February 2011 and currently serves as Senior Executive Director and Head of U.S. Life & Retirement. Prior to becoming the Head of U.S. Life & Retirement in November 2013, Mr. Lane served as Senior Executive Director and President, Retirement Savings. Mr. Lane is responsible for all aspects of manufacturing and distribution of the Company’s life and annuity business lines, including Financial Protection, Wealth Management, Employer Sponsored and Individual Annuity. Mr. Lane also leads AXA Equitable Funds Management Group. Mr. Lane rejoined AXA Equitable in 2011 from AXA, where he served as head of AXA Group Strategy since 2008. Prior to joining AXA Group in 2008, he was a director of AXA Advisors LLC and a director and Vice Chairman of AXA Network LLC, AXA Financial Group’s retail broker dealer and insurance general agency, respectively. Prior to joining AXA Equitable, he was a leader in the sales and marketing practice of the strategic consulting firm McKinsey & Co. Prior thereto, Mr. Lane served as a captain in the U.S. Marine Corps.

Anders Malmstrom, Senior Executive Director and Chief Financial Officer

Mr. Malmstrom, age 47, joined AXA Equitable in June 2012 and currently serves as Senior Executive Director and Chief Financial Officer. Mr. Malmstrom is responsible for all actuarial, investment, and risk management functions, with oversight of the controller, tax, expense management and corporate real estate, corporate sourcing and

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procurement, and distribution finance areas. Prior to joining AXA Equitable, Mr. Malmstrom was a member of the Executive Board and served as the Head of the Life Business at AXA Winterthur. Prior to joining AXA Winterthur in January 2009, Mr. Malmstrom was a Senior Vice President at Swiss Life, where he was also a member of the Management Committee. Mr. Malmstrom joined Swiss Life in 1997, and held several positions of increasing responsibility during his tenure.

Salvatore Piazzolla, Senior Executive Director and Chief Human Resources Officer

Mr. Piazzolla, age 62, joined AXA Equitable in March 2011 and currently serves as Senior Executive Director and Chief Human Resources Officer. Mr. Piazzolla is responsible for developing and executing a business-aligned human capital management strategy focused on leadership development, talent management and total rewards. Prior to joining AXA Equitable, Mr. Piazzolla was Senior Executive Vice President, Head of Human Resources at UniCredit Group, where he was responsible for all aspects of human resources management, including leadership development, learning and industrial relations. Before joining UniCredit Group in 2005, he held various human resources senior management positions in the United States and abroad at General Electric Company, Pepsi Cola International and S.C. Johnson Wax.

Sharon Ritchey, Senior Executive Director and Chief Operating Officer

Ms. Ritchey, age 56, joined AXA Equitable in November 2013 and currently serves as Senior Executive Director and Chief Operating Officer. Ms. Ritchey is responsible for operations and technology, including customer service centers, with an emphasis on leveraging AXA’s global reach and optimizing organizational nimbleness and flexibility in the U.S. market. Prior to joining AXA Equitable, Ms. Ritchey was Executive Vice President of the Retirement Plans Group at The Hartford. Ms. Ritchey joined The Hartford in 1999 and served in several roles of increasing responsibility throughout her tenure, including leading global operations and technology for the life business, and serving as chief operating officer of the U.S. wealth management, the North American property and casualty, and the affinity personal lines businesses, respectively. Prior to joining The Hartford, Ms. Ritchey spent four years in senior marketing and six sigma leadership roles at GE Capital, and got her start at Citi, with roles of increasing responsibility across the company’s retail, banking and customer service divisions.

CORPORATE GOVERNANCE

Committees of the Board

The Executive Committee of the Board (“Executive Committee”) is currently comprised of Mr. Pearson (Chair), Mr. de Castries, Mr. Duverne, Ms. Fallon-Walsh, Ms. Slutsky and Mr. Vaughan. The function of the Executive Committee is to exercise the authority of the Board in the management of the Company between meetings of the Board with the exceptions set forth in the Company’s By-Laws. The Executive Committee held no meetings in 2014.

The Audit Committee of the Board (“Audit Committee”) is currently comprised of Mr. Vaughan (Chair), Ms. Fallon-Walsh, Mr. Hale and Mr. Scott. The primary purposes of the Audit Committee are to: (i) assist the Board of Directors in its oversight of the (1) adequacy and effectiveness of the internal control and risk management frameworks, (2) financial reporting process and the integrity of the publicly reported results and disclosures made in the financial statements and (3) effectiveness and performance of the internal and external auditors and the independence of the external auditor; (ii) approve (1) the appointment, compensation and retention of the external auditor in connection with the annual audit and (2) the audit and non-audit services to be performed by the external auditor and (iii) resolve any disagreements between management and the external auditor regarding financial reporting. The Board has determined that each of Messrs. Vaughan, Hale and Scott is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. The Board has also determined that each member of the Audit Committee is financially literate. The Audit Committee met eight times in 2014.

The Organization and Compensation Committee of the Board (“OCC”) is currently comprised of Ms. Slutsky (Chair), Ms. Fallon-Walsh, Mr. Hale and Mr. Scott. The primary purpose of the OCC is to: (i) recommend to the Board individuals to become Board members and the composition of the Board and its Committees; (ii) recommend to the Board the selection of executive management and to receive reports on succession planning for executive management; and (iii) be responsible for general oversight of compensation and compensation related matters. The OCC held five meetings in 2014.

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The Investment Committee of the Board (“Investment Committee”) is currently comprised of Ms. Fallon-Walsh (Chair), Mr. de Castries, Mr. de Oliveira, Mr. Hale, Mr. Pearson and Mr. Vaughan. The primary purpose of the Investment Committee is to oversee the investments of the Company by (i) taking actions with respect to the acquisition, management and disposition of investments and (ii) reviewing investment risk, exposure and performance, as well as the investment performance of products and accounts managed on behalf of third parties. The Investment Committee met four times in 2014.

Independence of Certain Directors

Although not subject to the independence standards of the New York Stock Exchange, as a best practice we have applied the independence standards required for listed companies of the New York Stock Exchange to the current members of the Board of Directors. Applying these standards, the Board of Directors has determined that Mr. de Oliveira, Ms. Fallon-Walsh, Mr. Hale, Mr. Scott, Ms. Slutsky and Mr. Vaughan are independent.

Code of Ethics

All of our officers and employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, are subject to the Policy Statement on Ethics (the “Code”), a code of ethics as defined under Regulation S-K.

The Code complies with Section 406 of the Sarbanes-Oxley Act of 2002 and is available on our website at www.axa.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to or waivers from provisions of the Code that apply to our chief executive officer, chief financial officer and chief accounting officer by posting such information on our website at the above address. To date, there have been no such amendments or waivers.

Section 16(a) Beneficial Ownership Reporting Compliance

Not applicable.

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Part III, Item 11.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we provide an overview of the goals and principal components of our executive compensation program and describe how we determine the compensation of our “Named Executive Officers.” For 2014, our Named Executive Officers were:

• Mark Pearson, Chairman of the Board, President and Chief Executive Officer

• Anders B. Malmstrom, Senior Executive Director and Chief Financial Officer

• Nicholas B. Lane, Senior Executive Director and Head of U.S. Life and Retirement

• Salvatore F. Piazzolla, Senior Executive Director and Chief Human Resources Officer

• Dave S. Hattem, Senior Executive Director and General Counsel

• Robert O. (“Bucky”) Wright, Senior Executive Director and Head of Wealth Management until September 19, 2014

The details of each Named Executive Officer’s compensation may be found in the Summary Compensation Table and other compensation tables included in this Item 11.

Compensation Philosophy and Strategy

Overview

The overriding goal of our executive compensation program is to attract, retain and motivate top-performing executive officers who will dedicate themselves to the long-term financial and operational success of AXA Equitable and its parent, AXA Financial, Inc., as well as our ultimate parent and shareholder, AXA. To this end, we have structured the program to foster a pay-for-performance management culture by:

• providing total compensation opportunities that are competitive with the levels of total compensation available at the large diversified financial services companies with which we most directly compete in the marketplace;

• making performance-based variable compensation the principal component of executive pay to drive superior performance by basing executive officers’ financial success on the financial and operational success of AXA Financial Group’s insurance-related businesses (“AXA Financial Life and Savings Operations”) and AXA;

• setting performance metrics and objectives for our variable compensation arrangements that reward executives for attaining both annual targets and medium-range and long-term business objectives, thereby providing individual executives with the opportunity to earn above-average compensation by achieving above-average results;

• establishing equity-based arrangements that align our executives’ financial interests with those of AXA by ensuring our executives have a material financial stake in the rising equity value of AXA and the business success of its affiliates; and

• structuring compensation packages and outcomes to foster internal equity.

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Compensation Components

To support this pay-for-performance strategy, our total compensation program provides a mix of fixed and variable compensation components that bases the majority of each executive’s compensation on our success and on an assessment of each executive’s overall contribution to that success.

Fixed Component

The fixed compensation component of our total compensation program, base salary, falls within the market median of the large financial services companies that are our major competitors and is meant to fairly and competitively compensate our executives for their positions and the scope of their responsibilities.

Variable Components

The variable compensation components of our total compensation program, our short-term incentive compensation program and our equity-based awards, give our executives the opportunity to receive compensation at the median of the market if they meet various corporate and individual financial and operational goals and at above the market average if they exceed their goals. The variable compensation components measure and reward performance with short-term, medium-term and long-term focuses.

Our short-term incentive compensation program focuses our executives on annual corporate and business unit goals that, when attained, drive our global success. It also serves as our primary means for differentiating, recognizing and most directly rewarding individual executives for their personal achievements and leadership based on both qualitative and quantitative results.

Our equity-based awards are currently structured to reward both medium-term and long-term value creation. Performance unit and performance share awards granted in 2011, 2012 and 2013 serve as our medium range incentive, with a three-year vesting schedule. Starting with the 2014 performance share grant, AXA is transitioning to a four-year vesting schedule for performance shares to align with the regulatory environment and the recommendations of proxy advisors. Accordingly, the first half of the 2014 performance share grant will vest after three years and the second half will vest after four years. The 2015 performance share grant will complete the transition so that the entire grant will vest after four years. Our stock options are intended to focus our executives on a longer time horizon. Stock options are typically granted with vesting schedules of four or five years and terms of 10 years so that they effectively merge a substantial portion of each executive’s compensation with the long-term financial success of AXA. We are confident that such a direct alignment of the long-term interests of our executives with those of AXA, combined with the multi-year time-vesting and performance periods of such awards, promotes executive retention, focuses our executives on gearing their performances to long-term value-creation strategies and discourages excessive risk-taking.

How Compensation Decisions Are Made

Role of the AXA Board of Directors

The global framework governing the executive compensation policies for AXA Group and its U.S. subsidiaries, including AXA Equitable, is set and administered at the AXA level through the operations of AXA’s Board of Directors. The AXA Board of Directors (i) oversees the activities of AXA, (ii) reviews the compensation policies that apply to executives of AXA Group worldwide, which are then adapted to local law, conditions and practices by the boards of directors and compensation committees of AXA’s subsidiaries, and (iii) sets annual caps on equity-based awards and reviews and approves all AXA equity-based compensation programs prior to their implementation, which it does in accordance with French laws that govern equity-based compensation.

The Compensation and Governance Committee of the AXA Board of Directors is responsible for reviewing the compensation of key executives of the AXA Group, including Mr. Pearson. The Compensation and Governance Committee also recommends to the AXA Board of Directors the amount of equity-based awards to be granted to the

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members of the Management Committee, an internal committee established to assist the Chairman and Chief Executive Officer of AXA with the operational management of the AXA Group. Mr. Pearson is a member of the Management Committee. The Compensation and Governance Committee is exclusively composed of directors determined to be independent by the AXA Board of Directors in accordance with the criteria set forth in the AFEP/MEDEF Code (a code of corporate governance principles issued by the French Association of Private Companies (Association Française des Entreprises Privées - AFEP) and the French Confederation of Business Enterprises (Mouvement des Entreprises de France - MEDEF). The Vice-Chairman of the Board of Directors – Lead Independent Director is associated with the Committee’s work, even if not a member of the Committee, and presents the compensation policies of AXA each year at the AXA shareholder meeting.

Role of the Organization and Compensation Committee of the Board of Directors of AXA Equitable

Within the global framework of executive compensation policies that AXA has established, direct responsibility for overseeing the development and administration of the executive compensation program for AXA Equitable falls to the Organization and Compensation Committee (the “OCC”) of the Board of Directors of AXA Equitable (the “Board of Directors”). The OCC consists of four members, all of whom were determined to be independent directors by the Board of Directors under New York Stock Exchange standards as of February 20, 2015. In implementing AXA’s global compensation program at the entity level, the OCC is aided by the Chairman and Chief Executive Officer of AXA who, while not a formal member of the OCC, is a member of the Board of Directors and participates in the OCC’s deliberations related to compensation issues and assists in ensuring coordination with AXA’s global compensation policies.

The OCC is primarily responsible for general oversight of compensation and compensation related matters, including reviewing new benefit plans, equity-based plans and the compensation practices of AXA Equitable to ensure they support AXA Equitable’s business strategy and meet the objectives set by AXA for its global compensation policy. In particular, the OCC of AXA Equitable is responsible for:

• evaluating the performance of the Named Executive Officers and recommending to the Board of Directors their compensation, including their salaries and variable compensation;

• supervising the policies relating to compensation of officers and employees; and

• reviewing and approving corporate goals and objectives included in variable compensation arrangements and evaluating executive management performance in light of those goals and objectives.

Following its review and discussion, the OCC submits its compensation recommendations to the Board of Directors for its discussion and approval. Pursuant to the provisions of the New York Insurance Law, the Board of Directors must approve the compensation of all principal officers of AXA Equitable and comparably paid employees. As of February 20, 2015, all of the Named Executive Officers were principal officers or comparably paid employees, except for Mr. Wright.

Role of the Chief Executive Officer

Our Chief Executive Officer, Mr. Pearson, assists the OCC in its review of the total compensation of all the Named Executive Officers except himself. Mr. Pearson provides the OCC with his assessment of their performances relative to the corporate and individual goals and other expectations set for them for the preceding year. Based on these assessments, he then provides his recommendations for each Named Executive Officer’s total compensation and the appropriate goals for each in the year to come. However, the OCC is not bound by his recommendations.

Other than the Chief Executive Officer, no Named Executive Officer plays a decision-making role in determining the compensation of any other Named Executive Officer. As Chief Human Resources Officer, Mr. Piazzolla plays an administrative role as described below in “Role of AXA Equitable Human Resources.”

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Role of AXA Equitable Human Resources

AXA Equitable Human Resources supports the OCC’s work on executive compensation matters, being responsible for many of the organizational and administrative tasks that underlie the compensation review and determination process and making presentations on various topics. Human Resources’ efforts include, among other things:

• evaluating the compensation data from peer groups, national executive pay surveys and other sources for the Named Executive Officers and other officers as appropriate;

• gathering and correlating performance ratings and reviews for individual executive officers, including the Named Executive Officers;

• reviewing executive compensation recommendations against appropriate market data and for internal consistency and equity; and

• reporting to, and answering requests for information from, the OCC.

Human Resources officers also coordinate and share information with their counterparts at our ultimate parent company, AXA, and take part in its annual comprehensive review of the total compensation of executive officers, as described below in the section entitled “Executive Compensation Review.”

Role of Compensation Consultant

Towers Watson continues to be retained by AXA Equitable to serve as an executive compensation consultant. Towers Watson provides various services including advising senior management on various issues relating to our executive compensation practices and providing market information and analysis regarding the competitiveness of our total compensation program.

During 2014, Towers Watson performed the following specific services for senior management:

• performed a risk assessment on our 2014 short-term and long-term incentive plans;

• prepared a comparative review of the total compensation of Mr. Pearson against that received by chief executive officers at peer companies;

• provided periodic updates on legal, accounting and other developments and trends affecting compensation and benefits generally and executive compensation specifically;

• offered a competitive review of total compensation (including base salary, targeted and actual annual incentives, annualized value of long-term incentives, welfare and retirement benefits) against selected peer companies, covering specific groups of executive and director positions; and

• assisted in analyzing general reports published by third party national compensation consultants on corporate compensation and benefits.

Although executive management of Human Resources of AXA Equitable has full authority to approve all fees paid to Towers Watson, determine the nature and scope of its services, evaluate its performance and terminate its engagement, the OCC reviewed the services to be provided by Towers Watson in 2014 as well as the related fees. The total amount of fees paid to Tower Watson by AXA Equitable in 2014 was approximately $145,973, including $81,973 for compensation support (including the risk assessment) and $64,000 for talent management. The AXA Financial Group may also pay fees to Towers Watson from time to time for actuarial services unrelated to its compensation programs. AXA and other AXA affiliates may also pay fees to Towers Watson for various services.

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Use Of Competitive Compensation Data

Because we compete most directly for executive talent with other large diversified financial services companies, we regard it as essential to regularly review the competitiveness of our total compensation program for our executives to ensure that we are providing compensation opportunities that compare favorably with the levels of total compensation offered to similarly situated executives by our peer companies. We use a variety of sources of compensation information to benchmark the competitive market for our executives, including our Named Executive Officers.

Primary Compensation Data Source

For all Named Executive Officers, we currently rely primarily on the Tower Watson U.S. Diversified Insurance Study of Executive Compensation for information to compare their total compensation to the total compensation reported for equivalent executive officer positions, paid by peer groups of companies. For the 2013 study (which was used in determining 2014 compensation), the companies included:

AFLAC	ING	Phoenix Companies
AIG	John Hancock	Principal Financial
Allstate	Lincoln Financial	Prudential Financial
CIGNA	Massachusetts Mutual	Securian Financial
CNO Financial	MetLife	Sun Life Financial
Genworth Financial	Nationwide	Thrivent Financial
Guardian Life	New York Life	TIAA-CREF
Hartford Financial	Northwestern Mutual	Transamerica
	OneAmerica Financial	Unum Group
	Pacific Life	USAA

Other Compensation Data Sources

We supplement the above U.S. compensation data source with additional information from general surveys of corporate compensation and benefits published by various national compensation consulting firms. We also participate in surveys conducted by Mercer, McLagan Partners, Towers Watson and LOMA Executive Survey to benchmark both our executive and non-executive compensation programs.

All these information sources are employed to measure and compare actual pay levels not only on a total compensation basis but also by breaking down our total compensation program component by component to review and compare specific compensation elements as well as the particular mixes of fixed versus variable, short-term versus long-term and cash versus equity-based compensation at our peer companies. This information, as collected and reviewed by Human Resources, is submitted to the OCC for review and discussion.

Pricing Philosophy

We design our compensation practices with the aid of the market data to target the total compensation of each Named Executive Officer at the median for total compensation with respect to the pay for comparable positions at the appropriate peer group. Our analysis takes into account certain individual factors such as the specific characteristics and responsibilities of a particular Named Executive Officer’s position as compared to similarly situated executives at peer companies. Differences in the amounts of total compensation for our Named Executive Officers in 2014 resulted chiefly from differences in each executive’s level of responsibilities, tenure, performance and appropriate benchmark data as well as general considerations of internal consistency and equity.

Executive Compensation Review

In addition to the foregoing processes, each year AXA Human Resources conducts a comprehensive review of the total compensation paid to the top approximately 200 executives of AXA Group worldwide, including all the Named Executive Officers except Mr. Pearson since compensation of the members of AXA’s Management Committee is reviewed separately by the Compensation and Governance Committee of the AXA Board of Directors. The

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Management Committee participates in this review which focuses on the executives’ performance over the last year and the decisions made about their compensation in light of those performances. AXA Equitable Human Resources provides detailed information to AXA Human Resources in preparation for the review.

Components Of The Total Rewards For Our Executive Officers

We provide a Total Rewards Program for our Named Executive Officers that consists of six components. These components include the three components of our total compensation program (i.e., base salary, short-term incentive compensation and equity-based awards) as well as: (i) retirement, health and other benefit programs, (ii) severance and change-in-control benefits and (iii) perquisites.

Base Salary

The primary purpose of base salary is to compensate each Named Executive Officer fairly based on the position held, the Named Executive Officer’s career experience, the scope of the position’s responsibilities and the Named Executive Officer’s own performance, all of which are reviewed with the aid of market survey data. Using this data, we maintain a 50th percentile pricing philosophy, comparing our base salaries against the median for comparable salaries at peer companies, unless exceptional conditions require otherwise (for example, Mr. Piazzolla’s initial base salary was set at a higher level to match his compensation at his prior employer and to include an additional amount in lieu of providing Mr. Piazzolla with a housing allowance; Mr. Malmstrom’s base salary includes an additional amount in lieu of providing Mr. Malmstrom with a housing or education allowance) or a Named Executive Officer’s experience and tenure warrant a lower initial salary with an adjustment to market over time. Once set, we usually do not increase base salaries for the Named Executive Officers, except to reflect a change in job responsibility, a sustained change in the market compensation for the position or a market adjustment for a Named Executive Officer whose initial base salary was set below the 50th percentile.

Mr. Pearson is the only Named Executive Officer with an employment agreement. Under this agreement, Mr. Pearson’s employment will continue until he is age 65 unless the employment agreement is terminated earlier by either party on 30 days’ prior written notice. Mr. Pearson is entitled to a minimum rate of base salary of $1,150,000 per year, except that his rate of base salary may be decreased in the case of across-the-board salary reductions similarly affecting all officers with the title of Executive Director or higher. In setting Mr. Pearson’s base salary, the company included an additional amount in lieu of providing Mr. Pearson with a housing allowance.

In 2014, Mr. Pearson received an increase of $27,000 and Mr. Hattem received an increase of $50,000 in their annual rate of base salary to reflect market data.

The base salaries earned by the Named Executive Officers in 2014 (and in the prior two fiscal years) are reported in the Summary Compensation Table included in this Item 11.

Short-Term Incentive Compensation Program

Annual variable cash awards for the Named Executive Officers are available under The AXA Equitable Short-Term Incentive Compensation Program (the “STIC Program”).

The purpose of the STIC Program is to:

• align incentive awards with the company’s strategic objectives and reward employees based on both company and individual performance;

• enhance the performance assessment process with a focus on accountability;

• establish greater compensation differentiation based on performance;

• provide competitive total compensation opportunities; and

• attract, motivate and retain top performers.

The STIC Program awards are typically made in February each year, following review of each participant’s performance and achievements over the course of the preceding fiscal year. Awards can vary from year to year, and differ by participant, depending primarily on the business and operational results of AXA Financial Life and Savings Operations, as measured by the performance objectives under the STIC Program with a discretionary adjustment as described below under “Discretionary Adjustment by Management Committee,” as well as the participant’s individual contributions to those results. No individual is guaranteed any award under the STIC Program, except for certain limited guarantees for new hires.

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Individual Targets

Initially, individual target awards are assigned to each STIC Program participant based on evaluations of competitive market data for his or her position. These individual award targets are reviewed each year and may be increased or decreased, but generally remain constant from year to year unless there has been a significant change in the level of the participant’s responsibilities or a proven and sustained change in the market compensation for the position.

STIC Program Pool

All the money available to pay STIC Program awards to the Named Executive Officers (other than Mr. Pearson) and certain other executive officers comes from, and is limited by, a cash pool (the “STIC Pool”) from which the awards of all the Named Executive Officers other than Mr. Pearson are paid. The size of this pool is determined each year by a formula under which the sum of all the individual award targets established for all the STIC Pool participants for the year is multiplied by a funding percentage (the “Funding Percentage”). The Funding Percentage is determined by combining the individual performance percentages for AXA Financial Life and Savings Operations (weighted 90%) and AXA Group (weighted 10%) which measure their performance against certain financial and other targets. The performance of the Investment Management segment of AXA Equitable is not considered for this purpose since it reports the business of AllianceBernstein, the officers of which do not participate in the STIC Program. AllianceBernstein maintains separate compensation plans and programs.

After the performance percentage for AXA Financial Life and Savings Operations is determined, it may be adjusted positively or negatively by the Management Committee, as described below, before being combined with the AXA Group performance percentage to arrive at the Funding Percentage.

Mr. Pearson’s STIC Program award is determined independently of the STIC Pool and is based 20% on AXA Group’s performance (which reflects his broader range of performance responsibilities within AXA Group worldwide as a member of the Management Committee), 30% on the performance of AXA Financial Life and Savings Operations and 50% on his individual performance.

Performance Percentages

Various performance objectives are established for AXA Financial Life and Savings Operations, and a target is set for each one. Each performance objective is separately subject to a 150% cap and a 50% cliff. For example, if a particular performance objective is weighted 15% for AXA Financial Life and Savings Operations, 15% will be added to the overall performance percentage for AXA Financial Life and Savings Operations if that target is met, regardless of AXA Financial Life and Savings Operations’ performance on its other objectives. If the target for that performance objective is exceeded, the amount added to the overall performance percentage for AXA Financial Life and Savings Operations will be increased up to a maximum of 22.5% (150% x 15%). If the target for the performance objective is not met, the amount added to the performance percentage will be decreased down to a threshold of 7.5% (50% x 15%). If performance is below the threshold for a performance objective, 0% will be added to AXA Financial Life and Savings Operations’ overall performance percentage.

AXA Financial Life and Savings Operations - The following grid presents the targets for each of the performance objectives used to measure the performance of AXA Financial Life and Savings Operations in 2014, along with their relative weightings. The performance objectives for AXA Financial Life and Savings Operations and their relative weightings are standardized for AXA Group life and savings companies in mature markets worldwide and, accordingly, are not measures calculated and presented in accordance with generally accepted accounting principles in the United States.

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AXA Financial Life and Savings Operations Performance Objectives	Weighting		Target		(1)
Underlying earnings(2)		45.0 %		940
Economic expenses(3)		10.0 %		1,177
Gross Written Premiums(4)		15.0 %		2,261
Return on Capital(5)		15.0 %		5.3%
Customer Centricity(6)
Customer Experience Tracking		10.0 %		3.5%-7.5%
Brand Preference Tracking		5.0 %		22%-25%

⁽¹⁾  All numbers other than those stated in percentages are in millions of U.S. dollars.

⁽²⁾  “Underlying earnings” means adjusted earnings excluding net capital gains or losses attributable to shareholders. Adjusted earnings means net income before the impact of exceptional and discontinued operations, certain integration and restructuring costs, goodwill and other related intangibles and profit or loss on financial assets accounted for under the fair value option and derivatives. Underlying earnings and adjusted earnings are measured using International Financial Reporting Standards (“IFRS”) since AXA uses IFRS as its principal method of accounting.

⁽³⁾  “Economic expenses” means various controllable expenses as determined by AXA.

⁽⁴⁾  “Gross Written Premiums” means total premiums (first year premiums plus renewal premiums) for pure life insurance protection business.

⁽⁵⁾  “Return on Capital” means the IFRS adjusted earnings of the AXA Financial Group (excluding AllianceBernstein) divided by: (a) the opening allocated shareholders’ equity for AXA Financial Life and Savings Operations plus (b) the adjusted earnings of the AXA Financial Group (excluding AllianceBernstein), minus (c) dividends and other similar payments to AXA, plus (d) any capital contributions from AXA.

⁽⁶⁾  “Customer Centricity” is comprised of two components – Customer Experience Tracking and Brand Preference Tracking. Generally, Customer Experience Tracking measures customers’ level of satisfaction based on the percentage of unfavorable responses received for a certain customer survey question. Brand Preference Tracking measures brand awareness among a representative sample of U.S. consumers aged 18 - 80 who currently own a life insurance or annuity product based on the percentage of favorable responses received for a certain market research survey question.

Since the performance objectives are meant to cover only the key performance indicators for a year, there are generally no more than five objectives. The performance objectives are determined based on AXA’s strategy and focus and may change from year to year as different metrics may become more relevant. For example, the weighting of underlying earnings was increased for the 2014 STIC Program grid from 40% to 45% to reflect our belief that it is the strongest indicator of performance for a year and should be the dominant metric to determine an executive’s annual incentive income. Similarly, operating free cash flow was replaced with return on capital to reflect that return on capital is simpler to calculate and understand, is more aligned to reported financial information and incentivizes an increase in annual performance with limited capital injections.

AXA Group -- AXA Group’s performance is primarily based on underlying earnings per share (65%). Return on equity (20%) and customer scope (15%) are also considered. For this purpose, “return on equity” means the ratio of the change in available financial resources for a year to the average short-term economic capital. Short-term economic capital measures the portion of the available financial resources that could be lost in a year if a 1 in 200 year “shock” were to occur.

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Discretionary Adjustment by the Management Committee

As stated above, the performance percentage for AXA Financial Life and Savings Operations may be adjusted by the Management Committee before being combined with AXA’s performance percentage to arrive at the Funding Percentage. When making this adjustment, the Management Committee may consider AXA Financial Life and Savings Operations’ performance against certain quantitative metrics and qualitative goals set by AXA at the beginning of the year and may increase or decrease the Performance Percentage by 15%, subject to an overall cap of 150% for the Funding Percentage. With respect to 2014, the Management Committee made a negative adjustment of 2%.

Individual Determinations

Once the STIC Pool is determined, it is allocated to participants in the STIC Program based on their individual performance and demonstrated leadership behaviors. As stated above, no participant is guaranteed his or her target award or any award under the STIC Program except for certain limited guarantees for new hires. This section describes how the amounts of the STIC Program awards for the Named Executive Officers were determined.

The OCC reviewed the performance of each Named Executive Officer during 2014 except Mr. Wright since he entered into a separation agreement in 2014 as described below under “Severance Arrangements.” Based on its subjective determination of each Named Executive Officer’s performance, the OCC made its recommendations as to the STIC Program award for each Named Executive Officer to the AXA Equitable Board of Directors who approved the final award amounts. In making its recommendations, the OCC took into account the factors that it deemed relevant, including the following accomplishments achieved in 2014 and the Funding Percentage. The accomplishments included:

• We continued to make solid progress in offering a more balanced, innovative and diversified product portfolio and building distribution by: (i) introducing Brightlife Term^SM, a term life policy that provides customers with low-cost protection for temporary needs, (ii) developing the Escrow Shield Plus Agreement (developed in 2014 and introduced to the market in first quarter 2015), a funding agreement that offers an alternative to an escrow account used in a merger or acquisition transaction, (iii) launching 1290 Funds, an open-end investment company currently consisting of three retail mutual funds and (iv) entering into partnerships with property and casualty carriers to distribute our products;

• We actively managed capital, including delevering AXA Equitable through the repayment of $825 million of surplus notes;

• We continued to take steps to reduce the risk associated with the in-force business including completing a program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator^® contracts which we believe was mutually beneficial to the Company and policyholders who no longer needed or wanted the GMDB and GMIB rider;

• We grew our Employer Sponsored business with annualized premium equivalent growth of 10% versus industry decline of 7% in our target segments;

• We achieved significant productivity savings through management actions including headcount third party spend reductions and corporate benefit changes;

• We significantly grew overall employee engagement with improvement in all thirteen dimensions of feedback on our annual employee survey; and

• Our Syracuse Employer Sponsored Call Center received the DALBAR Annuity Service Award for the fourth consecutive year, recognizing the team as one of the top call centers in the industry.

No specific weight was assigned to any particular factor and all were evaluated in the aggregate to arrive at the recommended STIC Program award for each of the Named Executive Officers.

The STIC Program awards earned by the Named Executive Officers in 2014 (and in the prior two fiscal years) are reported in the Summary Compensation Table included in this Item 11.

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Equity-Based Awards

Annual equity-based awards for our officers, including the Named Executive Officers, are available under the umbrella of AXA’s global equity program. The value of the equity-based awards is linked to the performance of AXA’s stock.

The purpose of the equity-based awards is to:

• align strategic interests of participants with those of our ultimate parent and shareholder, AXA;

• provide competitive total compensation opportunities;

• focus on achievement of medium-range and long-term strategic business objectives; and

• attract, motivate and retain top performers.

Each year, AXA Equitable’s OCC submits to the AXA Board of Directors recommendations with respect to equity-based awards for officers, including the Named Executive Officers. The AXA Board of Directors approves individual grants as it deems appropriate.

For 2014, proposed grants under AXA’s global equity program involved a mix of two equity-based components: (1) AXA ordinary share options and (2) AXA performance shares. U.S. employees are granted AXA ordinary share options under the AXA Stock Option Plan for AXA Financial Employees and Associates (the “Stock Option Plan”) and are granted AXA performance shares under the AXA International Performance Share Plan (the “International Performance Shares Plan”).

Both the Stock Option Plan and the International Performance Shares Plan are subject to the oversight of the AXA Board of Directors, which is authorized to approve all stock option and performance share programs within AXA Group prior to their implementation within the global cap for grants authorized by AXA’s shareholders. The AXA Board of Directors is also responsible for setting the size of the equity pool each year, after considering the amounts authorized by shareholders for stock options (AXA’s shareholders authorize a global cap for option awards every three to four years) and the recommendations of chief executive officers or boards of directors of affiliates worldwide on the number of option and performance share grants for the year. The pools are allocated annually among AXA Group affiliates based on each affiliate’s contribution to AXA Group’s financial results during the preceding year and with consideration for specific local needs (e.g., market competitiveness, consistency with local practices, group development).

The AXA Board of Directors sets the mix of performance shares and stock options for individual grants, which is standardized through AXA Group worldwide. Since 2004 there has been an increasing reliance on performance shares or units over stock options in equity-based awards since performance shares and units reduce the dilutive effects that accompany grants of stock options. In 2014, equity grants were awarded entirely in performance shares at the senior and junior officer levels. Executive officers have continued to receive a portion of their grant in stock options, however, since stock options are a long-term award and AXA believes that executive officers should have more of a long-term focus.

Equity-based awards are granted using dollar values. These dollar values are determined by the OCC based on its review of comparable market data and individual performance. The dollar values are converted into euros using the U.S. dollar to euro exchange rate at the time of grant. The resulting euro grant value is then allocated between stock options and performance shares in accordance with the mix determined by the AXA Board of Directors. For 2014, the number of performance shares was then determined by dividing the portion of the euro grant value allocated to the performance shares by the value of one performance share as determined using a Black-Scholes pricing methodology. The number of stock options was then determined by multiplying the number of performance shares by approximately 1.67. Note that the stock option and performance share values used in determining the amount of a grant are based on assumptions which differ from the assumptions used in determining an option’s or performance share’s grant date fair value reflected in the Summary Compensation Table which is based on FASB ASC Topic 718.

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2014 Grants of Equity-Based Awards

On March 24, 2014, stock option and performance shares grants were made to the Named Executive Officers by the AXA Board of Directors taking into account the available equity pool allocation and based on a review of each officer’s potential future contributions, consideration of the importance of retaining the officer in his current position, a review of competitive market data relating to equity-based awards for similar positions at peer companies, as described above in the section entitled, “Use of Competitive Compensation Data,” and the recommendations of the AXA Equitable OCC.

For Mr. Pearson, his equity-based award was comprised of approximately 30% stock options and 70% performance shares. For the Named Executive Officers other than Mr. Pearson, the equity-based award was comprised of approximately 35% stock options and 65% performance shares. The amounts were as follows: Mr. Pearson received 123,400 stock options and 73,900 performance shares. Mr. Malmstrom received 36,620 stock options and 21,800 performance shares. Mr. Piazzolla received 22,510 stock options and 13,400 performance shares. Mr. Lane received 67,700 stock options and 40,300 performance shares. Mr. Wright received 22,510 stock options and 13,400 performance shares. Mr. Hattem received 33,940 stock options and 20,200 performance shares.

Stock Options

The stock options granted to the Named Executive Officers on March 24, 2014 have a 10-year term and a vesting schedule of five years, with one-third of the grant vesting on each of the third, fourth and fifth anniversaries of the grant, provided that the last third will be exercisable from March 24, 2019 only if the AXA ordinary share performs at least as well as the DowJones Europe Stoxx Insurance Index over a specified period (this performance condition applies to all of Mr. Pearson’s options). The exercise price for the options is 18.68 euro, which was the average of the closing prices for the AXA ordinary share on NYSE Euronext Paris SA over the 20 trading days immediately preceding March 24, 2014.

In the event of a Named Executive Officer’s retirement, the stock options continue to vest and may be exercised until the end of the term, except in the case of misconduct. Accordingly, since Mr. Hattem and Mr. Pearson are currently eligible to retire, these stock options will not be forfeited due to any service condition.

Performance Shares

50% of the performance shares granted to the Named Executive Officers on March 24, 2014 have a cliff vesting schedule of three years (first tranche) and the remaining 50% have a cliff vesting schedule of four years (second tranche). The performance shares will be settled in shares.

A performance share is a “phantom” share of AXA stock that, once earned and vested, provides the right to receive an AXA ordinary share at the time of payment. Performance shares are granted unearned. Under the 2014 International Performance Shares Plan, the number of shares that is earned is determined for the first tranche at the end of a two-year performance period starting on January 1, 2014 and ending on December 31, 2015 and for the second tranche at the end of a three-year performance period, starting on January 1, 2014 and ending on December 31, 2016, by multiplying the number of shares granted for the applicable tranche by a performance percentage that is determined based on the performance of AXA Group and AXA Financial Life and Savings Operations over the applicable performance period. For each tranche, an additional year of service after the performance period has ended is required for the tranche to vest. If no dividend is paid by AXA during the applicable performance period, the performance percentage for the applicable tranche will be divided in half.

Performance Objectives - AXA and AXA Financial Life and Savings Operations each have their own performance objectives under the 2014 International Performance Shares Plan, with AXA Group’s performance over the applicable performance period counting for one-third and AXA Financial Life and Savings Operations’ performance over the same applicable period counting for two-thirds toward the final determination of how many performance shares a participant has earned for the applicable tranche. If performance targets are met, 100% of the performance shares of the applicable tranche initially granted is earned. Performance that exceeds the targets results in increases in the number of shares earned for the applicable tranche, subject to a cap of 130% of the initial number of shares. Performance that falls short of targets results in a decrease in the number of shares earned for the applicable tranche

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with a possible forfeiture of all shares for such tranche. Since AXA uses IFRS as its principal method of accounting, the performance objectives are measured using IFRS. Accordingly, the performance objectives are not measures calculated and presented in accordance with generally accepted accounting principles in the United States.

For performance shares granted under the 2014 International Performance Shares Plan, the performance objectives are:

	AXA Financial Life and Savings
AXA Group (1/3 weight)	Operations (2/3 weight)
•    Net Income Per Share	•    Net Income(1)	(weighted 50%)
	•    Underlying Earnings	(weighted 50%)

⁽¹⁾  Net income means net income as determined under IFRS.

For AXA Group, net income per share is the key performance objective since it is aligned with shareholder dividends and provides differentiation from the STIC Program performance objectives. For AXA Financial Life and Savings Operations, underlying earnings is included as a performance objective since it measures operating performance.

Payout - The settlement of 2014 performance shares will be made in AXA ordinary shares on March 24, 2017 for the first tranche and March 24, 2018 for the second tranche or on the immediately following day that is a business day if such dates are not business days.

The 2014 plan provides that, in the case of retirement, a participant is treated as if he or she continued employment until the settlement date. Accordingly, Mr. Hattem and Mr. Pearson will still receive a payouts under this plan if they choose to retire prior to the end of the vesting period for either tranche.

Payout of 2011 Performance Units in 2014

In 2014, the Named Executive Officers received the payout of their performance units under AXA’s 2011 Performance Unit Plan. The payout of the units was in cash.

The 2011 Performance Unit Plan was similar to the 2014 International Performance Shares Plan except that 100% of the units earned were vested after three years, on March 18, 2014. Also, settlement was in cash rather than stock. As in the 2014 International Performance Shares Plan, AXA Financial Life and Savings Operations and AXA Group each had their own performance objectives under the 2011 Performance Unit Plan, with AXA Financial Life and Savings Operations’ performance over a two-year performance period (i.e., January 1, 2011 through December 31, 2012) counting for two-thirds and AXA Group’s performance over the same period counting for one-third toward the final determination of how many performance units a participant earned. AXA Group’s performance was based on net income per share while AXA Financial Life and Savings Operations’ performance was based on net income (weighted 50%) and underlying earnings (weighted 50%). The performance percentage that was ultimately achieved under the plan was 73.62%%.

Detailed information on the stock option and performance share grants for each of the Named Executive Officers in 2014 is reported in the 2014 Grants of Plan-Based Awards Table included in this Item 11.

Other Compensation and Benefits

We believe a comprehensive benefits program that offers long-term financial support and security for all employees plays a critical role in attracting high caliber executives and encouraging their long-term service. Accordingly, we offer our employees, including our Named Executive Officers, a benefits program that includes group health and disability coverage, group life insurance and various deferred compensation and retirement benefits.

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We review the program from time to time to ensure that the benefits it provides continue to serve our business objectives and remain cost-effective and competitive with the programs offered by other diversified financial services companies.

Tax-Qualified Retirement Plans

The following tax-qualified retirement plans are offered to eligible employees, including our Named Executive Officers, except Mr. Malmstrom who continues to participate in the Switzerland retirement fund:

AXA Equitable 401(k) Plan (the “401(k) Plan”). AXA Equitable sponsors the 401(k) Plan, a tax-qualified defined contribution plan with a cash or deferred arrangement, for its eligible employees, including the Named Executive Officers except for Mr. Malmstrom. Eligible employees may contribute to the 401(k) Plan on a before tax, after-tax, or Roth 401(k) basis (or any combination of the foregoing), up to a percentage of annual eligible compensation as defined in the plan. Before-tax and Roth 401(k) contributions are subject to contribution limits ($17,500 in 2014 and $18,000 in 2015) and compensation limits ($260,000 in 2014 and $265,000 in 2015) imposed by the Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) Plan provides participants with the opportunity to earn a discretionary profit sharing contribution and a company contribution. The discretionary profit sharing contribution for a calendar year is based on company performance for that year and ranges from 0% to 4% of annual eligible compensation (subject to Code limits). Any contribution for a calendar year is expected to be made in the first quarter of the following year. A profit sharing contribution of 2.5% of annual eligible compensation is expected to be made for the 2014 plan year. The company contribution for a calendar year is based on the following formula and subject to Code limits: (i) 2.5% of eligible compensation up to the Social Security Wage Base ($117,000 in 2014 and $118,500 in 2015) plus, (ii) 5.0% of eligible compensation in excess of the Social Security Wage Base, up to the qualified plan compensation limit ($260,000 in 2014 and $265,000 in 2015).

AXA Equitable Retirement Plan (the “Retirement Plan”). AXA Equitable sponsors the Retirement Plan, a tax-qualified defined benefit plan, for its eligible employees, including the Named Executive Officers except Mr. Malmstrom and Mr. Wright. The Retirement Plan provides for retirement benefits upon reaching age sixty-five and has provisions for early retirement, death benefits and benefits upon termination of employment for vested participants. It has a three-year cliff-vesting schedule.

The Retirement Plan was frozen to new participants effective on December 31, 2013 and accruals of benefits generally ceased to accrue. Prior to the freeze, the Retirement Plan provided a cash balance benefit whereby AXA Equitable established a notional account in the name of each Retirement Plan participant. The notional account was credited with deemed pay credits equal to 5% of eligible compensation up to the social security wage base plus 10% of eligible compensation above the social security wage base up to the qualified plan compensation limit. These notional accounts continue to be credited with deemed interest credits. For pay credits earned on or after April 1, 2012 up to December 31, 2013, the interest rate is determined annually based on the average discount rates for one-year Treasury Constant Maturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater of 4% or a rate derived from the average discount rates for one-year Treasury Constant Maturities. For 2014, pay credits earned prior to April 1, 2012 received an interest crediting rate of 4% while pay credits earned on or after April 1, 2012, received an interest crediting rate of .25%.

For certain grandfathered participants, the Retirement Plan provides benefits under a formula based on final average pay, estimated Social Security benefits and service. None of the Named Executive Officers are grandfathered participants.

MONY Life Retirement Income Security Plan for Employees (“RISPE”). As a former employee of MONY Life, Mr. Wright participates in RISPE, a tax-qualified defined benefit plan sponsored by AXA Financial for former employees of MONY Life. RISPE provides for retirement benefits upon reaching age sixty-five and has provisions for early retirement, death benefits and benefits upon termination of employment for vested participants. RISPE was frozen to new entrants on July 8, 2004. It has a three-year cliff-vesting schedule.

For certain grandfathered participants, including Mr. Wright, RISPE provides benefits under a formula based on final average pay and years of accrual service. This formula benefit was frozen as of December 31, 2013.

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For additional information on retirement plan benefits for the Named Executive Officers, see the Pension Benefits Table included in this Item 11.

Nonqualified Retirement Plans

AXA Equitable Excess Retirement Plan (the “Excess Plan”). AXA Equitable sponsors the Excess Plan which allows eligible employees, including the Named Executive Officers except Mr. Malmstrom and Mr. Wright, to earn retirement benefits in excess of what is permitted under the Code with respect to the Retirement Plan. The Excess Plan was generally frozen as of December 31, 2013. Prior to the freeze of the Retirement Plan, the Excess Plan permitted participants, including the Named Executive Officers, to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for certain Code limits.

AXA Financial, Inc. Excess Benefit Plan for Select Employees (the “RISPE Excess Plan”). As a former employee of MONY Life, Mr. Wright participated in the RISPE Excess Plan (prior to October 1, 2013, the Excess Benefit Plan for MONY Employees) which is sponsored by AXA Financial and allows former employees of MONY Life to earn retirement benefits in excess of what is permitted under the Code with respect to RISPE. The RISPE Excess Plan was generally frozen as of December 31, 2013. Prior to the freeze of RISPE, the RISPE Excess Plan permitted participants, including Mr. Wright, to accrue and be paid benefits that they would have earned and been paid under RISPE but for certain Code limits.

Excess 401(k) Contributions. Because we believe that excess plans are an important component of competitive market-based compensation in both our peer group and generally, AXA Equitable began providing excess 401(k) contributions for participants in the 401(k) Plan with eligible compensation in excess of the qualified plan compensation limit on January 1, 2014. These contributions are equal to 10% of the participant’s (i) eligible compensation in excess of the qualified plan compensation limit and (ii) voluntary deferrals to the AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives (the “Post-2004 Plan”) for the applicable year, and are made to the Post-2004 Plan. Mr. Malmstrom is not eligible to receive such excess 401(k) contributions.

Nonqualified Deferred Compensation Plan

The AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives (the “Post-2004 Plan”). AXA Equitable sponsors the Post-2004 Plan which allows eligible employees to defer the receipt of compensation. The amount deferred is credited to a bookkeeping account established in the participant’s name and participants may choose from a range of nominal investments according to which their accounts rise or decline. Participants annually elect the amount they want to defer, the date on which payment of their deferrals will begin and the form of payment. In addition, effective January 1, 2014, excess 401(k) contributions are made to the Post-2004 Plan. We believe that compensation deferral is a cost-effective method of enhancing the savings of executives.

For additional information on these plan benefits for the Named Executive Officers, see the Nonqualified Deferred Compensation Table included in this Item 11.

Financial Protection

The AXA Equitable Executive Survivor Benefits Plan (the “ESB Plan”). AXA Equitable sponsors the ESB Plan which offers financial protection to a participant’s family in the case of his or her death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one times the participant’s eligible compensation (generally, base salary plus higher of most recent short-term incentive compensation award and the average of the three highest short-term incentive compensation awards) and offers different coverage choices. Generally, the participant can choose between a life insurance death benefit and a deferred compensation benefit payable upon death at each level.

Severance Arrangements

The AXA Equitable Severance Benefit Plan (the “Severance Plan”). AXA Equitable sponsors the Severance Plan to provide severance benefits to eligible employees whose jobs are eliminated for specific defined reasons. The Severance Plan generally bases severance payments to eligible employees on length of service or base salary.

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Payments are capped at 52 weeks of base salary or, in some cases, $300,000. To obtain benefits under the Severance Plan, participants must execute a general release and waiver of claims against AXA Equitable and affiliates. For Named Executive Officers, the general release and waiver of claims typically includes non-competition and non-solicitation provisions.

The AXA Equitable Supplemental Severance Plan for Executives (the “Supplemental Severance Plan”). AXA Equitable sponsors the Supplemental Severance Plan for officers at the level of Executive Director or above. The Supplemental Severance Plan is intended solely to supplement, and is not duplicative of, any severance benefits for which an executive may be eligible under the Severance Plan. The Supplemental Severance Plan provides that eligible executives will receive, among other benefits:

• Severance payments equal to 52 weeks of base salary, reduced by any severance payments for which the executive may be eligible under the Severance Plan;

• Additional severance payments equal to the greater of:

• The most recent short-term incentive compensation award paid to the executive;

• The average of the three most recent short-term incentive compensation awards paid to the executive; and

• The annual target short-term incentive compensation award for the executive for the year in which he or she receives notice of job elimination; and

• A lump sum payment equal to the sum of: (a) the executive’s short-term incentive compensation for the year in which the executive receives notice of job elimination, pro-rated based on the number of the executive’s full calendar months of service in that year and (b) $40,000.

Mr. Pearson’s Employment Agreement.     Mr. Pearson waived the right to receive any benefits under the Severance Plan or the Supplemental Severance Plan. Rather, his employment agreement provides that, if his employment is terminated by AXA Equitable prior to his attaining age 65 other than for cause, excessive absenteeism or death, or Mr. Pearson resigns for “good reason,” Mr. Pearson will be entitled to certain severance benefits, including (i) severance pay equal to the sum of two years of salary and two times the greatest of: (a) Mr. Pearson’s most recent bonus, (b) the average of Mr. Pearson’s last three bonuses and (c) Mr. Pearson’s target bonus for the year in which termination occurred, (ii) a pro-rated bonus at target for the year of termination and (iii) a cash payment equal to the additional employer contributions that Mr. Pearson would have received under the 401(k) Plan and its related excess plan for the year of his termination if those plans provided employer contributions on his severance pay. For this purpose, “good reason” includes a material reduction in Mr. Pearson’s duties or authority, the removal of Mr. Pearson from his positions, AXA Equitable requiring Mr. Pearson to be based at an office more than 75 miles from New York City, a diminution of Mr. Pearson’s titles, a material failure by the company to comply with the agreement’s compensation provisions, a failure of the company to secure a written assumption of the agreement by any successor company and a change in control of AXA Financial (provided that Mr. Pearson delivers notice of termination within 180 days after the change in control). The severance benefits are contingent upon Mr. Pearson releasing all claims against AXA Equitable and its affiliates and his entitlement to severance pay will be discontinued if he provides services for a competitor. Also, in the event of a termination of Mr. Pearson’s employment by AXA Equitable without cause or Mr. Pearson’s resignation due to a change in control, Mr. Pearson’s severance benefits will cease after one year if certain performance conditions are not met for each of the two consecutive fiscal years immediately preceding the year of termination.

Mr. Wright’s Separation Agreement. Mr. Wright entered into a separation agreement whereby he resigned as Senior Executive Director and Head of Wealth Management effective September 19, 2014 and terminated employment with AXA Equitable on December 31, 2014. He will receive severance benefits under the terms of the AXA Equitable Severance Benefit Plan and the AXA Equitable Supplemental Severance Plan for Executives. His separation agreement also contains standard provisions related to confidentiality, non-disparagement, and non-solicitation/non-competition.

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Change in Control Arrangements

We believe that it is important to provide our employees with a level of protection to reduce anxiety that may accompany a change in control. Accordingly, change in control benefits are provided for stock options and performance units.

For stock options granted under the Stock Option Plan, if there is a change in control of AXA Financial, all stock options will become immediately exercisable for their term regardless of the otherwise applicable exercise schedule.

Under the 2012 Performance Unit Plan, if there is a change in control of AXA Financial at any time between the end of the performance period and the settlement date of the performance units, participants in the plan will maintain the right to receive the settlement of their performance units on the settlement date.

Perquisites

We provide our Named Executive Officers with certain perquisites. Pursuant to his employment agreement, Mr. Pearson is entitled to unlimited personal use of a car and driver, two business class trips to the United Kingdom per year with his spouse, expatriate tax services, a company car for his personal use, excess liability insurance coverage, and repatriation costs.

Each of the Named Executive Officers may use a car and driver for personal purposes from time to time and may occasionally bring spouses and guests on private aircraft flights otherwise being taken for business reasons. Also, Mr. Lane is permitted to use a corporate membership in a country club for personal purposes.

In addition to the above, we provide financial planning and tax preparation services for our Named Executive Officers.

The incremental costs of perquisites for the Named Executive Officers during 2014 are included in the column entitled “All Other Compensation” in the Summary Compensation Table included in this Item 11.

Other Compensation Policies

Clawbacks

In the event an individual’s employment is terminated for cause, all stock options granted under the Stock Option Plan held by the individual are forfeited as of the date of termination. In addition, if an individual retires and induces others to leave the employment of an AXA affiliate, misuses confidential information learned while in the employ of AXA affiliate or otherwise acts in a manner that is substantially detrimental to the business or reputation of any AXA affiliate, all outstanding stock options held by the individual will be forfeited.

Share Ownership Policy

In 2014, AXA Equitable reviewed its stock ownership guidelines to determine current market practice and to reconcile its local policy to that of AXA. Based on this review, AXA Equitable decided that it was unnecessary to maintain its own stock ownership policy in addition to AXA’s policy. Accordingly, AXA Equitable’s separate stock ownership guidelines were eliminated. However, any executives who are subject to AXA’s stock ownership policy as members of AXA’s Executive Committee or Management Committee will continue to be required to meet AXA requirements. Those requirements are expressed as a multiple of annual total cash compensation, with members of AXA’s Management Committee (such as Mr. Pearson) required to hold the equivalent of their total cash compensation multiplied by 1.5 and members of AXA’s Executive Committee required to hold the equivalent of their total cash compensation by 1.

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Derivatives Trading and Hedging Policies

The AXA Financial Group’s reputation for integrity and high ethical standards in the conduct of its affairs is of paramount importance to it. To preserve this reputation, all employees, including the Named Executive Officers, are subject to the AXA Financial Insider Trading Policy. This policy prohibits, among other items, all short sales of securities of AXA and its publicly-traded subsidiaries and any hedging of equity compensation awards (including stock option, performance unit, performance share or similar awards) or the securities underlying those awards. Members of AXA’s Management Committee must pre-clear with the AXA Group General Counsel any derivatives transactions with respect to AXA securities and/or the securities of other AXA Group publicly-traded subsidiaries (including AllianceBernstein).

Impact of Tax Policies

Code Section 162(m) limits tax deductions relating to executive compensation of certain executives of publicly held companies. Because neither AXA Financial nor any of its subsidiaries within the Insurance Segment, including AXA Equitable, is deemed to be publicly held for purposes of Code Section 162(m), these limitations are not applicable to the executive compensation program described above.

COMPENSATION COMMITTEE REPORT

The members of the AXA Equitable Organization and Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis above and, based on such review and discussion, recommended its inclusion in this Form 10-K.

Lorie A. Slutsky (Chair)	Barbara Fallon-Walsh
Danny L. Hale	Bertram L. Scott

CONSIDERATION OF RISK MATTERS IN DETERMINING COMPENSATION

We have considered whether our compensation practices are reasonably likely to have a material adverse effect on AXA Equitable and determined that they do not. When conducting our analysis, we considered that our programs have a number of features that contribute to prudent decision-making and avoid an incentive to take excessive risk. The overall incentive design and metrics of our incentive compensation program effectively balance performance over time, considering both company earnings and individual results with various multi-year time-vesting and performance periods. Our short-term incentive program mitigates risk by permitting discretionary adjustments for both funding and granting purposes. We also considered that our general risk management controls, oversight of our programs, award review and governance processes preclude decision-makers from taking excessive risk to achieve targets under the compensation plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Organization and Compensation Committee has served as an officer or employee of AXA Equitable or its subsidiaries. During 2014, none of our executive officers served as a member of the compensation committee of any entity for which a member of our Board served as an executive officer.

For additional information about the Organization and Compensation Committee, see “Directors, Executive Officers and Corporate Governance”.

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SUMMARY COMPENSATION TABLE

The following table presents the total compensation of our Named Executive Officers for services performed for the AXA Financial Group for the years ended December 31, 2012, December 31, 2013, and December 31, 2014. The amounts listed in this table as well as all other executive compensation tables reflect all payments made to the Named Executive Officers by AXA Equitable even though a portion of these costs may have been reimbursed by certain affiliates pursuant to various service agreements. The total compensation reported in the following table includes items such as salary and non-equity incentive compensation as well as the grant date fair value of performance shares, performance units, AXA miles and stock options. The performance shares, performance units, AXA miles and stock options may never become payable or may end up with a value that is substantially different from the value reported here. The amounts in the Total column do not represent “total compensation” as described in the Compensation Discussion and Analysis.

Name	Fiscal Year		Salary(1)	Bonus(2)	Stock Awards(3)	Option Awards(4)	Non-Equity Incentive Compensation(5)	Change in Pension Value and Nonqualified Deferred Comp- ensation Earnings(6)	All Other Comp- ensation(7)	Total
Pearson, Mark		2014	$1,247,637		$1,543,806	$357,095	$2,439,000	$1,514,357	$695,232	$7,797,127
Chairman, President and		2013	$1,223,529		$1,518,878	$251,968	$2,437,000	$801,831	$350,092	$6,583,298
Chief Executive Officer		2012	$1,148,562		$1,203,167	$286,034	$1,779,000	$1,446,980	$101,032	$5,964,775
Malmstrom, Anders		2014	$658,228		$380,912	$96,383	$700,000	$22,498	$368,629	$2,226,650
Senior Executive		2013	$658,151		$378,888	$62,873	$725,000		$319,841	$2,144,753
Director and Chief		2012	$370,694	$150,000			$350,000	$15,138	$104,448	$990,280
Financial Officer
Lane, Nicholas		2014	$698,121		$704,164	$178,185	$1,225,000	402,199	$192,119	$3,399,788
Senior Executive Director		2013	$614,212		$694,634	$115,268	$1,035,000	63,593	$30,114	$2,552,821
Head of US Life		2012	$492,904		$620,720	$94,734	$700,000	306,755	$94,491	$2,309,604
and Retirement
Piazzolla, Salvatore		2014	$924,622		$234,139	$59,246	$945,000	525,495	$210,354	$2,898,856
Senior Executive		2013	$924,526		$284,157	$47,154	$980,000	393,075	$39,485	$2,668,397
Director and Chief		2012	$899,233		$337,354	$51,427	$840,000	$284,377	$94,351	$2,506,742
Human Resources
Officer
Wright, Robert		2014	$420,978		$279,932	$65,139			$2,497,239	$3,263,288
Senior Executive Director		2013	$420,902		$284,157	$47,154	$980,000		$32,912	$1,765,125
& Head of
Wealth Management
Hattem, Dave		2014	$545,578		$421,988	$98,216	$720,000	916,770	$152,943	$2,855,495
Senior Executive Director
& General
Counsel

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⁽¹⁾  The amounts in this column reflect actual salary paid in 2014.

⁽²⁾  No bonuses were paid to the Named Executive Officers in 2014.

⁽³⁾  The amounts reported in this column represent the aggregate grant date fair value of performance shares, performance units and AXA miles awarded in each year in accordance with US GAAP accounting guidance. The 2014 performance share grants were valued at target which represents the probable outcome at grant date. A maximum payout for the 2014 performance share grants would result in additional values of: Pearson $2,006,948, Malmstrom $495,186, Lane $915,413, Piazzolla $304,381, Hattem $548,584, and Wright $363,912.

⁽⁴⁾  The amounts reported in this column represent the aggregate grant date fair value of stock options awarded in each year in accordance with US GAAP accounting guidance.

⁽⁵⁾  The amounts reported for 2014 are the awards paid in February 2015 to each of the Named Executive Officers based on their 2014 performance. The amounts reported for 2013 are the awards paid in February 2014 to each of the Named Executive Officers based on their 2013 performance. The amounts reported for 2012 are the awards paid in February 2013 for 2012 performance.

⁽⁶⁾  The amounts reported represent the increase in the actuarial present value of accumulated pension benefits for each Named Executive Officer. The Named Executive Officers did not have any above-market earnings on non-qualified deferred compensation in 2012, 2013 or 2014. Mr. Wright experienced a decrease in the actuarial present value of his accumulated pension benefit in 2014. The amount of the decrease was $4,882,067 and was attributable to his receiving a lump sum distribution of $3,927,057 from the AXA Financial, Inc. Excess Benefit Plan for Select Employees. The amount of the decrease was greater than the actual amount of the lump sum distribution since the actuarial present value assumes an annuity payout and is based on a different discount rate than the lump sum calculation.

⁽⁷⁾  The following table provides additional details for the compensation information found in the All Other Compensation column.

Name		Auto Transport(a)		Excess Liability Insurance(b)	Financial Advice(c)	Tax Gross Ups(d)	Life Insurance Premiums(e)	Other Perquisites/ Benefits(f)	Total
Pearson, Mark	2014		$  21,124	$  4,820	$  26,630		$  279,276	$  363,382	$  695,232
	2013		$  14,956	$  4,722	$  47,717		$  263,855	$  18,842	$  350,092
	2012		$  10,816	$  4,985	$  27,664	$  53,138		$  4,429	$  101,032
Malmstrom, Anders	2014		$  399		$  22,375	$  179,041	$  3,853	$  162,961	$  368,629
	2013		$  609		$  25,168	$  152,440	$  2,869	$  138,755	$  319,841
	2012		$  201		$  12,897	$  21,440	$  757	$  69,153	$  104,448
Lane, Nicholas	2014		$  439		$  17,500		$  1,969	$  172,211	$  192,119
	2013		$  1,131		$  15,321		$  1,320	$  12,342	$  30,114
	2012		$  724		$  12,363	$  41,713	$  1,018	$  38,673	$  94,491
Piazzolla, Salvatore	2014		$  738		$  24,875		$  3,914	$  180,827	$  210,354
	2013		$  1,254		$  24,584		$  3,082	$  10,565	$  39,485
	2012		$  398		$  39,651	$  39,753	$  3,331	$  11,218	$  94,351
Wright, Robert	2014				$  2,829		$  874	$  2,493,536	$  2,497,239
	2013				$  8,406		$  14,306	$  10,200	$  32,912
Hattem, Dave	2014				$  15,000		$  4,525	$  133,418	$  152,943

a. Mr. Pearson is entitled to the business and personal use of a dedicated car and driver. The personal use of this vehicle for 2014 was valued based on a formula considering the annual lease value of the vehicle, the compensation of the driver and the cost of fuel. The other Named Executive Officers may use cars and drivers for personal matters from time to time. The value for each executive’s car use is based on a similar formula taking into account the annual lease value of the vehicle and the compensation of the driver.

b. The company pays the premiums for excess liability insurance coverage for Mr. Pearson pursuant to his employment agreement.

c. The company pays for financial planning and tax preparation services for each of the Named Executive Officers.

d. In 2014, AXA Equitable reimbursed AXA Winterthur Switzerland for contributions it made to Mr. Malmstrom’s Swiss retirement plan. Mr. Malmstrom was subject to tax in the U.S. on both the amount of these contributions ($161,938) as well as his 2014 earnings in the Swiss plan ($22,778). AXA Equitable provided a tax gross-up related to both these amounts. The tax gross-up related to the contributions was $156,963 while the tax gross-up related to the earnings was $22,078.

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e. This column shows the cost of life insurance coverage provided to the Named Executive Officers under the AXA Equitable Executive Survivor Benefits Plan less the amount of any contributions made by the Named Executive Officers. For this purpose, the cost of the life insurance coverage was determined by multiplying the amount of coverage by the actual policy cost of insurance rates. For Mr. Wright, this column also includes the amount of premiums paid on his behalf for life insurance coverage under the MONY Split Dollar Life Insurance Plan.

f. This column includes the amount of any employer profit sharing contributions and company contributions received by each Named Executive Officer under the AXA Equitable 401(k) Plan other than Mr. Malmstrom who does not participate in this plan ($6,500 for each applicable Named Executive Officer for the profit sharing contributions and $10,075 for each applicable Named Executive Officer for the company contributions). This column also includes the amount of any excess 401(k) contributions received by each Named Executive Officer under The AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives (the “Post-2004 Plan”) other than Mr. Malmstrom who is not eligible to receive such contributions. These excess 401(k) contributions were: Mr. Pearson $342,253, Mr. Lane $147,312, Mr. Piazzolla $164,252, Mr. Wright $113,887 and Mr. Hattem $115,820. For Mr. Pearson, this column includes air travel costs ($4,031) and costs related to having a guest accompany him to an event ($522). For Mr. Malmstrom, this column includes the reimbursement paid by AXA Equitable to AXA Winterthur Switzerland for its contributions to his Swiss retirement plan ($161,938) and costs related to having a guest accompany him to two events ($1,023). For Mr. Lane, this column includes certain air travel costs ($7,802) and costs related to having a guest accompany him to an event ($522). For Mr. Hattem, this column includes amounts related to having a guest accompany him to two events ($1,023). For Mr. Wright, this column includes amounts received under his separation agreement ($2,336,240.89) and unused vacation pay of $22,555.

2014 GRANTS OF PLAN-BASED AWARDS

The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. This table include both equity and non-equity awards granted during 2014.

									All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards(3)	Closing Market Price on Date of Grant(4)	Grant Date Fair Value of Stock  and Option Awards(5)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name	Grant Date		Threshold	Target	Maximum	Threshold	Target	Maximum
Pearson, Mark			-	$2,128,400	N/A
		3/24/2014				-	123,400	123,400		$25.74	$25.50	$357,095
		3/24/2014				-	73,900	96,070				$1,543,806
Malmstrom,			-	$600,000	N/A
Anders		3/24/2014				-	12,206	12,206	24,414	$25.74	$25.50	$96,383
		3/24/2014				-	21,800	28,340				$380,912
Lane, Nicholas			-	$1,000,000	N/A
		3/24/2014				-	22,566	22,566	45,134	$25.74	$25.50	$178,185
		3/24/2014				-	40,300	52,390				$704,164
Piazzolla,			-	$800,000	N/A
Salvatore		3/24/2014				-	7,504	7,504	15,006	$25.74	$25.50	$59,246
		3/24/2014				-	13,400	17,420				$234,139
Wright, Robert			-	$900,000	N/A
		3/24/2014				-	7,504	7,504	15,006	$25.74	$25.50	$65,139
		3/24/2014				-	13,400	17,420				$279,932
Hattem, Dave			-	$600,000	N/A
		3/24/2014				-	11,314	11,314	22,626	$25.74	$25.50	$98,216
		3/24/2014				-	20,200	26,260				$421,988

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⁽¹⁾  The target column shows the target award for 2014 for each Named Executive Officer under the AXA Equitable 2014 Short-Term Incentive Compensation Plan assuming the plan was 100% funded. There is no minimum or maximum award for any participant in this plan. The actual 2014 awards granted to the Named Executive Officers are listed in the Non-Equity Incentive Compensation column of the Summary Compensation Table.

⁽²⁾  The second row for each Named Executive Officer shows the stock options granted under The AXA Stock Option Plan for AXA Financial Employees and Associates on March 24, 2014. Except for those awarded to Mr. Pearson, these stock options have a ten-year term and a vesting schedule of five years, with one-third of the grant vesting on each of the third, fourth and fifth anniversaries of the grant date, provided that the last third is subject to a performance condition requiring the AXA ordinary share to perform at least as well as the DowJones Europe Stoxx Insurance Index over a specified period. This performance condition applies to all of Mr. Pearson’s options. The third row for each Named Executive Officer shows the performance shares granted under the 2014 International Performance Shares Plan on March 24, 2014. 50% of these performance shares have a cliff vesting schedule of three years (first tranche) and the remaining 50% have a cliff vesting schedule of four years (second tranche). The performance shares will settle in AXA ordinary shares. Performance shares are granted unearned. Under the 2014 International Performance Shares Plan, the number of shares that is earned for the first tranche is determined at the end of a two-year performance period starting on January 1, 2014 and ending on December 31, 2015 and for the second tranche at the end of a three-year performance period, starting on January 1, 2014 and ending on December 31, 2016, by multiplying the number of shares in the applicable tranche by a performance percentage that is determined based on the performance of AXA Group and AXA Financial Life and Savings Operations over the applicable performance period.

⁽³⁾  The exercise price for the stock options granted on March 24, 2014 is equal to the average of the closing prices for the AXA ordinary share on NYSE Euronext Paris SA over the 20 trading days immediately preceding March 24, 2014. For purposes of this table, the exercise price was converted to U.S. dollars using the euro to U.S. dollar exchange rate on March 23, 2014.

⁽⁴⁾  The closing market price on the date of grant was determined by converting the closing AXA ordinary share price on NYSE Euronext Paris SA on March 24, 2014 to U.S. dollars using the euro to U.S. dollar exchange rate on March 24, 2014.

⁽⁵⁾  The amounts in this column represent the aggregate grant date fair value of stock options and performance shares granted in 2014 in accordance with US GAAP accounting guidance.

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OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2014

The following table lists outstanding equity grants for each Named Executive Officer as of December 31, 2014. The table includes outstanding equity grants from past years as well as the current year.

	OPTION AWARDS										STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable(1)		Number  of Securities Underlying Unexercised Options Unexercisable(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1)		Option Exercise Price(2)		Option Expiration Date		Number of Shares or Units of Stock That Have  Not Vested(3)		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have  Not Vested(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or  Other Rights That Have Not Vested
Pearson, Mark		5,771						$25.57		03/29/15		186,332		$4,344,664		73,900		$1,723,111
		5,101						$33.57		03/31/16
		5,874				2,936		$44.60		05/10/17
		5,874				2,936		$33.21		04/01/18
		34,574						$21.59		06/10/19
		60,500						$21.08		03/19/20
		91,668				45,832		$20.63		03/18/21
		38,667				77,333		$15.96		03/16/22
						140,000		$17.83		03/22/23
						123,400		$25.74		03/24/24
Malmstrom, Anders		8,750						$21.08		03/19/20		37,583		$876,315		21,800		$508,306
		7,700				3,850		$20.63		03/18/21
		3,600		3,600		3,600		$15.96		03/16/22
				23,290		11,644		$17.83		03/22/23
				24,414		12,206		$25.74		03/24/24
Lane, Nicholas		2,748						$23.37		06/06/15		90,214		$2,103,501		40,300		$939,667
		3,794						$33.78		03/31/16
		2,803						$45.72		05/10/17
		4,520				2,258		$33.21		04/01/18
		8,605						$13.34		03/20/19
		10,500						$21.08		03/19/20
		22,374				11,187		$20.63		03/18/21
		12,807		12,807		12,805		$15.96		03/16/22
				42,698		21,348		$17.83		03/22/23
				45,134		22,566		$25.74		03/24/24

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	OPTION AWARDS										STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable(1)		Number  of Securities Underlying Unexercised Options Unexercisable(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1)		Option Exercise Price(2)		Option Expiration Date		Number of Shares or Units of Stock That Have  Not Vested(3)		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have  Not Vested(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or  Other Rights That Have Not Vested
Piazzolla, Salvatore		18,646				9,322		$20.63		03/18/21		23,971		$558,927		29,115		$678,868
		6,952		6,952		6,952		$15.96		03/16/22
				17,468		8,732		$17.83		03/22/23
				15,006		7,504		$25.74		03/24/24
Wright, Robert		41,019						$25.90		03/29/15		25,231		$588,306		29,115		$678,868
		20,872						$33.78		03/31/16
		16,821						$45.72		05/10/17
		15,446				7,722		$33.21		04/01/18
		8,357						$13.34		03/20/19
		17,031						$21.08		03/19/20
		16,222				8,110		$20.63		03/18/21
		7,318		7,318		7,317		$15.96		03/16/22
				17,468		8,732		$17.83		03/22/23
				15,006		7,504		$25.74		03/24/24
Hattem, Dave		17,153						$25.90		03/29/15		25,231		$588,306		39,408		$918,868
		9,107						$33.78		03/31/16
		7,009						$45.72		05/10/17
		4,506				2,251		$33.21		04/01/18
		6,685						$13.34		03/20/19
		10,644						$21.08		03/19/20
		13,922				6,960		$20.63		03/18/21
		7,318		7,318		7,317		$15.96		03/16/22
				21,350		10,673		$17.83		03/22/23
				22,626		11,314		$25.74		03/24/24

⁽¹⁾  All stock options have ten-year terms. All stock options granted in 2014 have a vesting schedule of five years, with one-third of the grant vesting on each of the third, fourth and fifth anniversaries of the grant, and all stock options granted in 2008 through 2013 have a vesting schedule of four years, with one-third of the grant vesting on each of the second, third and fourth anniversaries of the grant date; provided that for all these grants the last third will vest only if the AXA ordinary share performs at least as well as the Dow Jones Europe Stoxx Insurance Index during a specified period (this condition applies to all options granted to Mr. Pearson in 2014, 2013, 2012 and 2011). All stock options granted in 2007 and earlier are vested.

⁽²⁾  All stock options have euro exercise prices. All euro exercise prices have been converted to U.S. dollars based on the euro to U.S. dollar exchange rate on the day prior to the grant date. The actual U.S. dollar equivalent of the exercise price will depend on the exchange rate at the date of exercise.

⁽³⁾  For Mr. Pearson, this column reflects 85,532 performance units that will vest on March 16, 2015 and 100,800 performance shares that will vest on March 22, 2016. For Mr. Malmstrom, this column reflects 12,388 performance units that will vest on March 16, 2015, 25,145 performance shares that will vest on March 22, 2016 and 50 AXA Miles that will vest on March 16, 2016. For Mr. Lane, this column reflects 44,065 performance units that will vest on March 16, 2015, 46,099 performance shares that will vest on March 22, 2016 and 50 AXA Miles that will vest on March 16, 2016. For Mr. Piazzolla, this column reflects 23,921 performance units that will vest on March 16, 2015, 18,858 performance shares that will vest on March 22, 2016 and 50 AXA Miles that will vest on March 16, 2016. For Mr. Wright, this column reflects 25,181 performance units that will vest on March 16, 2015, 18,858 performance shares that will vest on March 22, 2016 and 50 AXA Miles that will vest on March 16, 2016. For Mr. Hattem, this column reflects 25,181 performance units that will vest on March 16, 2015, 23,050 performance shares that will vest on March 22, 2016 and 50 AXA Miles that will vest on March 16, 2016.

⁽⁴⁾  The amounts in this column reflect unearned and unvested performance shares granted in 2014. 50% of the performance shares have a cliff vesting schedule of three years (vesting date of March 24, 2017) and the remaining 50% have a cliff vesting schedule of four years (vesting date of March 24, 2018).

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OPTION EXERCISES AND STOCK VESTED IN 2014

The following table summarizes the value received from stock option exercises and stock grants vested during 2014.

	OPTION AWARDS		STOCK AWARDS
Name	Number of Shares   Acquired   on Exercise	Value   Realized   on Exercise	Number of Shares   Acquired on   Vesting(1)	Value   Realized   on Vesting(2)
Pearson, Mark			33,129	$870,630
Malmstrom, Anders			8,250	$216,810
Lane, Nicholas			12,079	$317,436
Piazzolla, Salvatore			10,067	$264,561
Wright, Robert			8,758	$230,160
Hattem, Dave			11,420	$300,118

⁽¹⁾  This column reflects the number of performance units granted to the executives under the 2011 AXA Performance Unit Plan that vested on March 18, 2014.

⁽²⁾  The value of the performance units that vested in 2014 was equal to the average of the closing prices for the AXA ordinary share on NYSE Euronext Paris SA over the 20 trading days immediately preceding March 18, 2014, converted to U.S. dollars using euro to U.S. dollar exchange rate on March 17, 2014.

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PENSION BENEFITS AS OF DECEMBER 31, 2014

The following table lists the pension program participation and actuarial present value of each Named Executive Officer’s defined benefit pension at December 31, 2014. Note that Mr. Malmstrom does not participate in the AXA Equitable Retirement Plan and its corresponding excess plan since he continues to participate in the Switzerland retirement fund.

Name	Plan Name(1)	Number of Years Credited Service	Present Value of Accumulated Benefit	Payments during the last fiscal year
Pearson, Mark	AXA Equitable Retirement Plan	5	$64,601	-
	AXA Equitable Excess Retirement Plan	5	$652,757	-
	AXA Equitable Executive Survivor Benefit Plan	5	$3,209,361	-
Malmstrom, Anders	AXA Equitable Retirement Plan	-	-	-
	AXA Equitable Excess Retirement Plan	-	-	-
	AXA Equitable Executive Survivor Benefit Plan	-	$32,345	-
Lane, Nicholas	AXA Equitable Retirement Plan	8	$186,071	-
	AXA Equitable Excess Retirement Plan	8	$366,215	-
	AXA Equitable Executive Survivor Benefit Plan	8	$593,565	-
Piazzolla, Salvatore	AXA Equitable Retirement Plan	2	$38,021	-
	AXA Equitable Excess Retirement Plan	2	$191,745	-
	AXA Equitable Executive Survivor Benefit Plan	2	$1,074,729	-
Wright, Robert	MONY Life Retirement Income Security Plan for Employees	33	$1,691,719	-
	RISPE Excess Plan	33	$101,114	$3,927,057
	AXA Equitable Executive Survivor Benefit Plan	33	$2,203,220	-
Hattem, Dave	AXA Equitable Retirement Plan	19	$464,141	-
	AXA Equitable Excess Retirement Plan	19	$966,598	-
	AXA Equitable Executive Survivor Benefit Plan	19	$2,230,602	-

⁽¹⁾  Except as described in the following sentence, the December 31, 2014 liabilities for the AXA Equitable Retirement Plan (the “Retirement Plan”), the MONY Life Retirement Income Security Plan for Employees (“RISPE”), the AXA Equitable Excess Retirement Plan (the “Excess Plan”), the AXA Financial, Inc. Excess Benefit Plan for Select Employees (the “RISPE Excess Plan”) and the AXA Equitable Executive Survivor Benefits Plan (the “ESB Plan”) were calculated using the same participant data, plan provisions and actuarial methods and assumptions used under U.S. GAAP accounting guidance. A retirement age of 65 is assumed for all pension plan calculations, except that Mr. Wright was assumed to retire on December 31, 2014 since he was eligible for unreduced plan benefits.

The Retirement Plan

The Retirement Plan is a tax-qualified defined benefit plan for eligible employees. The Retirement Plan was frozen to new participants effective December 31, 2013 and accruals of benefits generally creased to accrue.

Participants become vested in their benefits under the Retirement Plan after three years of service. Participants are eligible to retire and begin receiving benefits under the Retirement Plan: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 full years of service (an “early retirement date”).

Prior to the freeze, the Retirement Plan provided a cash balance benefit whereby AXA Equitable established a notional account for each Retirement Plan participant. This notional account was credited with deemed pay credits equal to 5% of eligible compensation up to the Social Security wage base plus 10% of eligible compensation above the Social Security wage

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base. Eligible compensation included base salary and short-term incentive compensation and was subject to limits imposed by the Internal Revenue Code $260,000 in 2014 and $265,000 in 2015). These notional accounts continue to be credited with deemed interest credits. For pay credits earned on or after April 1, 2012 up to December 31, 2013, the interest rate is determined annually based on the average discount rates for one-year Treasury Constant Maturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater of 4% or a rate derived from the average discount rates for one-year Treasury Constant Maturities. For 2014, pay credits earned prior to April 1, 2012 received an interest crediting rate of 4% while pay credits earned on or after April 1, 2012, received an interest crediting rate of .25%.

All of the Named Executive Officers, except Mr. Malmstrom and Mr. Wright, are entitled to a frozen cash balance benefit under the Retirement Plan.

Participants elect the time and form of payment of their Retirement Plan benefits after they separate from service. The normal form of payment for retirement plan benefits depends on a participant’s marital status as of the payment commencement date. If the participant is unmarried, the normal form will be a single life annuity. If the participant is married, the normal form will be a 50% joint and survivor annuity. Subject to spousal consent requirements, participants may elect the following optional forms of payment:

Ø Single life annuity;

Ø Optional joint and survivor annuity of any whole percentage between 1% and 100%; and

Ø Lump sum (cash balance benefits only).

The Excess Plan

The Excess Plan, which was generally frozen as of December 31, 2013 allows eligible employees to earn retirement benefits in excess of what is permitted under the Retirement Plan. Specifically, the Retirement Plan is subject to rules under the Internal Revenue Code, that cap both the amount of eligible earnings that may be taken into account for determining benefits under the Retirement Plan and the amount of benefits that the Retirement Plan may pay annually. Prior to the freeze of the Retirement Plan, the Excess Plan permitted participants to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for these limits. The Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names.

The Excess Plan was amended effective September 1, 2008 to comply with the provisions of Code Section 409A. Pursuant to the amendment, a participant’s Excess Plan benefits vested after 2005 will generally be paid in a lump sum on the first day of the month following the month in which separation from service occurs, provided that payment will be delayed six months for “specified employees” (generally, the fifty most highly-compensated officers of AXA Group), unless the participant made a special one-time election with respect to the time and form of payment of those benefits by November 14, 2008. The time and form of payment of Excess Plan benefits that vested prior to 2005 is the same as the time and form of payment of the participant’s Retirement Plan benefits. Mr. Malmstrom and Mr. Wright do not participate in the Excess Plan.

RISPE

As a former employee of MONY Life, Mr. Wright participates in RISPE, which is a tax-qualified defined benefit plan sponsored by AXA Financial for former eligible employees of MONY Life. RISPE provides for retirement benefits upon reaching age sixty-five and has provisions for early retirement, death benefits, and benefits upon termination of employment for vested participants. RISPE was frozen to new entrants on July 8, 2004 and accruals of benefits generally ceased to accrue effective December 31, 2013. It has a three-year cliff-vesting schedule. Participants are eligible to retire and begin receiving benefits under RISPE: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 full years of service (an “early retirement date”). For certain grandfathered participants, including Mr. Wright, RISPE provides benefits under a formula based on final average pay and years of accrual service (as determined as of December 31, 2013 with the freeze of RISPE for grandfathered participants).

Participants elect the time and form of payment of their RISPE benefits after they separate from service. The normal form of payment depends on a participant’s marital status as of the payment commencement date. If the participant is unmarried, the normal form will be a single life annuity. If the participant is married, the normal form will be a 50% joint and survivor annuity. Subject to spousal consent requirements, participants may elect an optional form. Among the options are single life annuity, optional joint and survivor annuity of any whole percentage between 1% and 100% and lump sum.

None of the Named Executive Officers, except Mr. Wright, are entitled to a benefit under RISPE.

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RISPE Excess Plan

As a former employee of MONY Life, Mr. Wright participates in the RISPE Excess Plan (prior to October 1, 2013, the Excess Benefit Plan for MONY Employees) which is sponsored by AXA Financial. Prior to the freeze of this plan on December 31, 2013, it allowed former eligible employees of MONY Life to earn retirement benefits in excess of what is permitted under the Code with respect to RISPE. Specifically, RISPE is subject to rules under the Code that cap both the amount of eligible earnings that may be taken into account for determining benefits under RISPE and the amount of benefits RISPE may pay annually. The RISPE Excess Plan permitted participants, including Mr. Wright, to accrue and be paid benefits that they would have earned and been paid under RISPE but for these limits. The RISPE Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names.

None of the Named Executive Officers, except Mr. Wright, are entitled to a benefit under the RISPE Excess Plan.

The ESB Plan

The ESB Plan offers financial protection to a participant’s family in the case of his or her death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one times the participant’s eligible compensation (generally, base salary plus higher of most recent short-term incentive compensation award and the average of the three highest short-term incentive compensation awards), subject to an overall $25 million cap. Each level offers different coverage choices. Generally, the participant can choose between a life insurance death benefit and a deferred compensation benefit payable upon death at each level.

Level 1

A participant can choose between two options at Level 1:

Ø Lump Sum Option – Under the Lump Sum Option, a life insurance policy is purchased on the participant’s life. At the death of the participant, the participant’s beneficiary receives a tax-free lump sum death benefit from the policy. The participant is taxed annually on the value of the life insurance coverage provided. Survivor Income Option – Upon the participant’s death, the Survivor Income Option provides the participant’s beneficiary with 15 annual payments approximating the value of the Lump Sum Option or a payment equal to the amount of the lump sum. The payments will be taxable but the participant is not subject to annual taxation.

Level 1 coverage continues after retirement until the participant attains age 65.

Level 2

At Level 2, a participant can choose among the Lump Sum Option and Survivor Income Option, described above, and:

⁽¹⁾  Surviving Spouse Benefit Option – The Surviving Spouse Benefit Option provides the participant’s spouse with monthly income equal to about 25% of the participant’s monthly compensation (with an offset for social security). The payments are taxable but there is no annual taxation to the participant. The duration of the monthly income depends on the participant’s years of service (with a minimum duration of 5 years).

Level 2 coverage continues after retirement until the participant’s death.

Levels 3 and 4

At Levels 3 and 4, a participant can choose among the Lump Sum Option and Survivor Income Option, described above and:

⁽¹⁾  Surviving Spouse Income Addition Option – The Surviving Spouse Income Addition Option provides monthly income to the participant’s spouse for life equal to 10% of the participant’s monthly compensation. The payments are taxable but there is no annual taxation to the participant.

Participants are required to contribute annually to the cost of any option elected under Levels 3 and 4. Level 3 and 4 coverage continues after retirement until the participant’s death provided that contributions are still made by the participant until age 65.

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NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2014

The following table provides information on (i) compensation Mr. Wright and Mr. Hattem have elected to defer and (ii) the excess 401(k) contributions paid by AXA Equitable to all the Named Executive Officers except Mr. Malmstrom who does not participate in the AXA Equitable 401(k) Plan or receive excess 401(k) contributions since he continues to participate in the Switzerland retirement fund.

Name	Executive Contributions in Last FY	Registrant Contributions in Last FY(1)	Aggregate Earnings in Last FY(2)	Aggregate Withdrawals/Distributions	Aggregate Balance at at Last FYE(3)
Pearson, Mark		$342,253	$6,043		$348,297
Malmstrom, Anders
Lane, Nicholas		$147,312	$2,442		$149,754
Piazzolla, Salvatore		$164,252	$3,636		$167,888
Wright, Robert		$113,887	$3,711		$181,395
Hattem, Dave		$115,820	$54,687	$90,428	$936,068

⁽¹⁾  The amounts reported in this column are also reported in the “All Other Compensation” column of the Summary Compensation Table above.

⁽²⁾  The amounts reported in this column are not reported in the Summary Compensation Table.

⁽³⁾  The amounts in this column were not previously reported as compensation in the Summary Compensation Table for previous years.

The AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives (the “Post-2004 Plan”).

The above table reflects amounts deferred by Mr. Wright and Mr. Hattem under the “Post-2004 Plan” and the excess 401(k) contributions made by AXA Equitable to the eligible Named Executive Officers under the same plan.

The Post-2004 Plan allows eligible employees to defer the receipt of up to 25% of their base salary and short-term incentive compensation. Deferrals are credited to a bookkeeping account in the participant’s name on the first day of the month following the month in which the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the participant’s name.

Account balances in the Post-2004 Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The Post-2004 Plan currently offers a variety of earnings crediting options which are among those offered by the AXA Premier VIP Trust and EQ Advisors Trust.

Each year, participants in the Post-2004 Plan can elect to make deferrals into an account they have already established under the plan or they may open a new account, provided that they may not allocate any new deferrals into an account if they are scheduled to receive payments from the account in the next calendar year. When participants establish an account, they must elect the form and timing of payments for that account. They may receive payments of their account balance in a lump sum or in any combination of lump sum and/or annual installments paid over consecutive years. They may elect to commence payments from an account in July or December of any year after the year following the deferral election provided that payments must commence by the first July or December following age 71.

In addition, AXA Equitable began providing excess 401(k) contributions in the Post-2004 Plan for participants in the 401(k) Plan with eligible compensation in excess of the qualified plan compensation limit on January 1, 2014. These contributions are equal to 10% of the participant’s (i) eligible compensation in excess of the qualified plan compensation limit and (ii) voluntary deferrals to the Post-2004 Plan for the applicable year.

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The Variable Deferred Compensation Plan for Executives (the “VDCP”).

The above table also reflects amounts deferred by Mr. Hattem under the VDCP. Under the VDCP, eligible employees were permitted to defer the receipt of up to 25% of their base salary and short-term incentive compensation. Deferrals were credited to a bookkeeping account in the participant’s name on the first day of the month following the month in which the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the participant’s name. The VDCP was frozen as of December 31, 2004 so that no amounts earned or vested after 2004 could be deferred under the VDCP.

Account balances in the VDCP that are attributable to deferrals of base salary and short-term incentive compensation are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The VDCP currently offers a variety of earnings crediting options which are among those offered by the AXA Premier VIP Trust and EQ Advisors Trust.

Participants in the VDCP could elect to credit their deferrals to in-service or retirement distribution accounts. For retirement accounts, payments may be received in any combination of a lump sum and/or annual installments paid in consecutive years. Payments may begin in any January or July following the participant’s termination date, but they must begin by either the first January or the first July following the later of: (a) the participant’s attainment of age 65 and (b) the date that is thirteen months following the participant’s termination date. For in-service accounts, payments are made to the participant in December of the year elected by the participant in a lump sum or in up to five annual installments over consecutive years.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The table below and the accompanying text presents the hypothetical payments and benefits that would have been payable if the Named Executive Officers terminated employment, or a change-in-control of AXA Financial occurred, on December 31, 2014 (the “Trigger Date”). The payments and benefits described are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described.

Because Mr. Wright resigned as Senior Executive Director and Head of Wealth Management effective September 19, 2014 and actually terminated employment with AXA Equitable on December 31, 2014, he is not included in the discussion below. For a description of the terms of his separation agreement, please see the Compensation Discussion and Analysis.

Retirement

The Named Executive Officers would have been entitled to the following payments and benefits if they retired on the Trigger Date. For this purpose, “retirement” means termination of service on or after the normal retirement date or any early retirement date under the Retirement Plan. Note that the only Named Executive Officers eligible to retire on the Trigger Date were Mr. Pearson and Mr. Hattem.

Short-Term Incentive Compensation:     The executives may have received short-term incentive compensation awards for 2014 under the Retiree Short-Term Incentive Compensation (“STIC”) Program. Under that program, retirees who meet certain requirements are eligible to receive a prorated STIC award based on their completed months of service during the calendar year in which they retire.

Stock Options:     All stock options granted to the executives would have continued to vest and be exercisable until their expiration date, except in the case of misconduct (for which the options would be forfeited).

Performance Units, AXA Miles and Performance Shares:     The executives would have been treated as if they continued in the employ of the company until the end of the vesting period for purposes of their performance unit, AXA Miles and performance share awards. Accordingly, they would have received performance unit, AXA Miles and performance share plan payouts at the same time and in the same amounts as they would have received such payouts if they had not retired.

Retirement Benefits:     The executives would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Medical Benefits: The executives would have been entitled to access to retiree medical coverage.

ESB Plan: The executives would have been entitled to continuation of their participation in the ESB Plan described above.

11-29

Voluntary Termination Other Than Retirement

Named Executive Officers Other than Mr. Pearson and Mr. Wright

If the Named Executive Officers, other than Mr. Pearson and Mr. Wright, had voluntarily terminated employment other than by retirement on the Trigger Date:

Short-Term Incentive Compensation:     The executives would not have been entitled to any short-term incentive compensation awards for 2014.

Stock Options:     All stock options granted to the executives would have been forfeited on the termination date.

Performance Units and Performance Shares:     The executives would have forfeited all performance units and performance shares.

AXA Miles:     The executives would have forfeited all 50 of the AXA Miles granted on March 16, 2012.

Retirement Benefits: The executives would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Mr. Pearson

If Mr. Pearson had voluntarily terminated on the Trigger Date for “Good Reason” as described below, he would have been entitled to: (i) severance pay equal to the sum of two years of salary and two times the greatest of: (a) Mr. Pearson’s most recent bonus, (b) the average of Mr. Pearson’s last three bonuses and (c) Mr. Pearson’s target bonus for the year in which termination occurred, (ii) a pro-rated bonus at target for the year of termination and (iii) a cash payment equal to the additional employer contributions that Mr. Pearson would have received under the 401(k) Plan and its related excess plan for the year of his termination if those plans provided employer contributions on his severance pay.

For this purpose, “Good Reason” includes a material reduction in Mr. Pearson’s duties or authority, the removal of Mr. Pearson from his positions, AXA Equitable requiring Mr. Pearson to be based at an office more than 75 miles from New York City, a diminution of Mr. Pearson’s titles, a material failure by the company to comply with the agreement’s compensation provisions, a failure of the company to secure a written assumption of the agreement by any successor company and a change in control of AXA Financial (provided that Mr. Pearson delivers notice of termination within 180 days after the change in control). The severance benefits are contingent upon Mr. Pearson releasing all claims against AXA Equitable and its affiliates and his entitlement to severance pay will be discontinued if he provides services for a competitor. Also, in the event of a termination of Mr. Pearson’s employment by AXA Equitable without cause or Mr. Pearson’s resignation due to a change in control, Mr. Pearson’s severance benefits will cease after one year if certain performance conditions are not met for each of the two consecutive fiscal years immediately preceding the year of termination.

The following table quantifies severance payments or benefits Mr. Pearson would have received if he had voluntarily terminated for Good Reason on the Trigger Date:

Severance Pay	$	7,378,000
Pro-Rated Bonus	$	2,128,400

In addition, because Mr. Pearson would have been eligible to retire on the Trigger Date, he would have been eligible for the retirement benefits described above.

Death

If the Named Executive Officers had terminated employment due to death on the Trigger Date:

Short-Term Incentive Compensation:     The executives would not have been entitled to any short-term incentive compensation awards for 2014.

11-30

Stock Options:     All stock options would have immediately vested and would have continued to be exercisable until the earlier of their expiration date and the six-month anniversary of the date of death.

Performance Units and Performance Shares:     The number of performance shares granted in 2013 and 2014 would have been multiplied by an assumed performance factor of 1.3 and the number of performance units granted in 2012 would have been multiplied by the actual performance factor for that plan. The performance units would have been valued based on the closing price of the AXA ordinary share on NYSE Euronext Paris SA and the euro to U.S. dollar exchange rate on the Trigger Date and the resulting amount would have been paid in cash to the executive’s heirs within 90 days following death. The performance shares would have been paid in AXA ordinary shares to the executive’s heirs within 90 days following death.

AXA Miles:     The executive’s heirs would receive 50 AXA ordinary shares at the end of the vesting period (i.e., March 16, 2016).

Retirement Benefits:     The executives’ heirs would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Involuntary Termination Without Cause

Named Executive Officers Other than Mr. Pearson and Mr. Wright

The Named Executive Officers, excluding Mr. Pearson and Mr. Wright, would have been eligible for severance benefits under the AXA Equitable Severance Benefit Plan, as supplemented by the AXA Equitable Supplemental Severance Plan for Executives (collectively, the “Severance Plan”), if an involuntary termination of employment had occurred on the Trigger Date that satisfied the conditions in the Severance Plan. To receive benefits, the executives would have been required to sign a separation agreement including a release of all claims against AXA Equitable and its affiliates and non-solicitation provisions.

The severance benefits would have included:

• severance pay equal to 52 weeks’ of base salary;

• additional severance pay equal to the greater of: (i) the most recent STIC award paid to the executive, (ii) the average of the three most recent STIC awards paid to the executive or (iii) the executive’s target STIC award for 2014;

• a lump sum payment equal to the sum of: (i) the executive’s target STIC award for 2014 and (ii) $40,000; and

• one year’s continued participation in the ESB Plan.

11-31

The following table lists the payments that the executives would have received if they were involuntarily terminated under the Severance Plan on the Trigger Date as well as the implications for their stock option, performance unit and performance shares awards:

	Severance Benefits		Equity Grants
Name	Severance	Lump Sum  Payment	Stock Options	Performance Units/Shares
Malmstrom, Anders	$1,381,281	$640,000	Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period.	Forfeited
Lane, Nicholas	$1,730,341	$1,040,000	Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the on\e-year severance period.	Forfeited
Piazzolla, Salvatore	$1,899,885	$840,000	Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period.	Forfeited
Hattem, Dave	$1,331,415	$640,000	Continued vesting in all options and ability to exercise the options through expiration date.	Would receive payouts in the same time and in the same amounts as if he had continued to be employed.

Mr. Pearson

Under Mr. Pearson’s employment agreement, he waived any right to participate in the Severance Plan. Rather, if Mr. Pearson’s employment had been terminated without “Cause” as defined below on the Trigger Date, he would have been entitled to the same benefits as termination for Good Reason as described above, subject to the same conditions. “Cause” is defined in Mr. Pearson’s employment agreement as: (i) willful failure to perform substantially his duties after reasonable notice of his failure, (ii) willful misconduct that is materially injurious to the company, (iii) conviction of, or plea of nolo contedere to, a felony or (iv) willful breach of any written covenant or agreement with the company to not disclose information pertaining to them or to not compete or interfere with the company.

Change-in-Control

With the exception of Mr. Pearson, none of the Named Executive Officers are entitled to any special benefits upon a change-in-control of AXA Financial other than the benefits provided to all employees for their stock options and performance units.

For stock options granted under the Stock Option Plan, if there is a change in control of AXA Financial, all stock options will become immediately exercisable for their term regardless of the otherwise applicable exercise schedule.

11-32

Under the 2012 Performance Unit Plan, if there is a change in control of AXA Financial at any time between the end of the performance period and the settlement date of the performance units, participants in the plan will maintain the right to receive the settlement of their performance units.

As mentioned above, Mr. Pearson’s employment agreement provides that “Good Reason” includes Mr. Pearson’s termination of employment in the event of a change in control (provided that Mr. Pearson delivers notice of termination within 180 days after the change in control). Accordingly, Mr. Pearson would have been entitled to the benefits described above, subject to the same conditions. For this purpose, a change in control includes: (a) any person becoming the beneficial owner of more than 50% of the voting stock of AXA Financial, (b) AXA and its affiliates ceasing to control the election of a majority of the AXA Financial Board of directors and (c) approval by AXA Financial’s stock holders of a reorganization, merger or consolidation or sale of all or substantially all of the assets of AXA Financial unless AXA and its affiliates owned directly or indirectly more than 50% of voting power of the company resulting from such transaction.

2014 DIRECTOR COMPENSATION TABLE

The following table provides information on compensation that was paid to our directors for 2014 services. Each of our directors serves on the boards of AXA Financial, AXA Equitable and MONY Life Insurance Company of America. The amounts below include amounts paid for the directors’ services for all three boards.

Name	Fees Earned or Paid in Cash(1)	Stock  Awards(2)	All Other Compensation(4)	Total
De Castries, Henri	-	-	$475,332	$475,332
Duverne, Denis	-	-	$316,888	$316,888
De Oliveira, Ramon	77,400	100,000	$814	$178,214
Fallon-Walsh, Barbara	115,235	100,000	$2,016	$217,251
Hale, Danny L.	102,600	100,000	$4,338	$206,938
Hamilton, Anthony L.(5)	37,387	65,255	-	$102,642
Kraus, Peter S.	-	-	-	-
Scott, Bertram	87,600	100,000	$1,135	$188,735
Slutsky, Lorie A.	91,000	100,000	$889	$191,889
Vaughan, Richard C.	109,100	100,000	$1,488	$210,588

⁽¹⁾  For 2014, each of our non-officer directors received the following cash compensation:

• $75,000 cash retainer (pro-rated for partial years of service);

• $1,200 for each special board meeting attended;

• $1,500 for each Audit Committee meeting attended; and

• $1,200 for all other Committee meetings attended.

In addition, the Chairpersons of the Organization and Compensation Committee, the Investment Committee and the Investment and Finance Committee each received a $10,000 retainer and the Chairman of the Audit Committee received a $12,500 retainer.

⁽²⁾  The amounts reported in this column represent the aggregate grant date fair value of restricted and unrestricted stock awarded in 2014 in accordance with U.S. GAAP accounting guidance. As of December 31, 2014, our directors had outstanding restricted stock awards in the following amounts:

Mr. De Oliveira	5,158 restricted shares
Ms. Fallon-Walsh	3,423 restricted shares
Mr. Hale	5,158 restricted shares
Mr. Hamilton	4,629 restricted shares
Mr. Scott	3,423 restricted shares
Ms. Slutsky	5,158 restricted shares
Mr. Vaughan	5,158 restricted shares

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⁽³⁾  As of December 31, 2014, our directors had outstanding stock options in the following amounts:

Mr. De Oliveira	4,361 options
Ms. Fallon-Walsh	2,127 options
Mr. Hale	6,303 options
Mr. Hamilton	15,960 options
Mr. Scott	2,127 options
Ms. Slutsky	13,305 options
Mr. Vaughan	6,303 options

⁽⁴⁾  For Mr. De Castries and Mr. Duverne, this column lists amounts received for services performed for AXA Financial ($480,480 for Mr. De Castries and $320,320 for Mr. Duverne). For all other directors, this column lists premiums paid by the company for $125,000 of group life insurance coverage and any amounts paid by the company for a director’s spouse to accompany the director on a business trip or event.

⁽⁵⁾  Mr. Hamilton retired on May 14, 2014.

The Equity Plan for Directors

Under the current terms of The Equity Plan for Directors (the “Equity Plan”), non-officer directors are granted the following each year:

Ø a restricted stock award (granted in the first quarter); and

Ø a stock retainer of $55,000, payable in two installments in June and December.

For calendar years prior to 2014, non-officer directors were also granted option awards each year.

Stock Options

The value of the stock option grants were determined using the Black-Scholes methodology or other methodology used with respect to option awards contemporaneously made to employees. The options are subject to a four-year vesting schedule whereby one-third of each grant vests on the second, third and fourth anniversaries of the grant date.

Restricted Stock

The number of shares of restricted stock to be granted to each non-officer director is determined by dividing $45,000 by the fair market value of the stock on the applicable grant date (rounded down to the nearest whole number). During the restricted period, the directors are entitled to exercise full voting rights on the restricted stock and receive all dividends and distributions. The restricted stock has a three-year cliff vesting schedule.

Termination of Service

In the event a non-officer director dies or, after completing one year of service, is removed without cause, is not reelected, retires or resigns: (a) his or her options will become fully vested and exercisable at any time prior to the earlier of the expiration of the grant or five years from termination of service and (b) his or her restricted stock will immediately become non-forfeitable; provided that if the director performs an act of misconduct, all of his or her options and restricted stock then outstanding will become forfeited. Upon any other type of termination, all outstanding options and restricted stock are forfeited.

Deferrals of Restricted Stock and Stock Retainer

Non-officer directors may elect to defer receipt of at least ten percent of their stock retainer and/or restricted stock awards. Upon deferral, the director receives deferred stock units in the same number and with the same vesting restrictions, if any, as the underlying awards. The director is entitled to receive dividend equivalents on such deferred stock units, if applicable. The deferred stock units will be distributed in stock on an elected distribution date or upon the occurrence of certain events. Upon retiring, Mr. Hamilton received a distribution of deferred stock units in an amount of $1,027,999.91.

Change in Control

Upon a change in control of AXA Financial, unless the awards will be assumed or substituted following the change in control: (a) the options will either become fully exercisable or cancelled in exchange for a payment in cash equal to the excess, if any, of the change in control price over the exercise price, and (b) the restricted stock will become immediately non-forfeitable.

11-34

Charitable Award Program for Directors

Under the Charitable Award Program for Directors, a non-officer director may designate up to five charitable organizations and/or education institutions to receive an aggregate donation of $500,000 after his or her death. Although the company may purchase life insurance policies insuring the lives of the participants to financially support the program, it has not elected to do so.

Matching Gifts

Non-officer directors may participate in AXA Foundation’s Matching Gifts program. Under this program, the AXA Foundation matches donations made by participants to public charities of $50 or more, up to $2,000 per year.

Business Travel Accident

All directors are covered for accidental loss of life while traveling to, or returning from:

Ø board or committee meetings;

Ø trips taken at our request; and

Ø trips for which the director is compensated.

Each director is covered up to four times their annual compensation, subject to certain maximums.

Director Education

All directors are encouraged to attend director education programs as they deem appropriate to stay abreast of developments in corporate governance and best practices relevant to their contribution to the board generally, as well as to their responsibilities in their specific committee assignments and other roles. We generally reimburse non-officer directors for the cost to attend director education programs offered by third parties, including related reasonable travel and lodging expenses, up to a maximum amount of $5,000 per director each calendar year.

The Post-2004 Variable Deferred Compensation Plan for Directors

Non-officer directors may defer up to 100% of their annual cash retainer and meetings fees under The Post-2004 Variable Deferred Compensation Plan for Directors (the “Deferral Plan”). Deferrals are credited to a bookkeeping account in the director’s name in the month that the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the director’s name. The minimum deferral is 10%.

Account balances in the Deferral Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The Deferral Plan currently offers a variety of earnings crediting options which are among those offered by the AXA Premier VIP Trust and EQ Advisors Trust.

Participants in the Deferral Plan elect the form and timing of payments from their accounts. Payments may be received in any combination of a lump sum and/or annual installments paid in consecutive years. Payments may begin in any July or December after the year of deferral, but they must begin by the first July or the first December following age 70 (72 in the case of certain grandfathered directors). Participants make alternate elections in the event of separation from service prior to the specified payment date and death prior to both the specified payment date and separation from service.

The Deferral Plan was designed, and is intended to be administered, in accordance with the requirements of Code Section 409A.

11-35

Part III, Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

We are an indirect wholly-owned subsidiary of AXA Financial. AXA Financial’s common stock is 100% owned by AXA and its subsidiaries.

For insurance regulatory purposes, the shares of common stock of AXA Financial beneficially owned by AXA and its subsidiaries have been deposited into a voting trust (“Voting Trust”), the term of which has been extended until April 29, 2021. The trustees of the Voting Trust (the “Voting Trustees”) are Henri de Castries, Denis Duverne and Mark Pearson. The Voting Trustees have agreed to exercise their voting rights to protect the legitimate economic interests of AXA, but with a view to ensuring that certain minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable.

AXA and any other holder of voting trust certificates will remain the beneficial owner of the shares deposited by it, except that the Trustees will be entitled to exercise all voting rights attached to the deposited shares so long as such shares remain subject to the Voting Trust. In voting the deposited shares, the Trustees must act to protect the legitimate economic interests of AXA and any other holders of voting trust certificates (but with a view to ensuring that certain indirect minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable). All dividends and distributions (other than those that are paid in the form of shares required to be deposited in the Voting Trust) in respect of deposited shares will be paid directly to the holders of voting trust certificates. If a holder of voting trust certificates sells or transfers deposited shares to a person who is not an AXA Party and is not (and does not, in connection with such sale or transfer, become) a holder of voting trust certificates, the shares sold or transferred will be released from the Voting Trust. The initial term of the Voting Trust ended in 2002 and the term of the Voting Trust has been extended, with the prior approval of the Superintendent, until April 29, 2021. Future extensions of the term of the Voting Trust remain subject to the prior approval of the Superintendent.

12-1

SECURITY OWNERSHIP BY MANAGEMENT

The following tables set forth, as of December 31, 2014, certain information regarding the beneficial ownership of common stock of AXA and of AB Holding Units and AB Units by each of our directors and executive officers and by all of our directors and executive officers as a group.

AXA Common Stock⁽¹⁾

Name of Beneficial Owner	Number of Shares and Nature of Beneficial Ownership	Percent of Class
Mark Pearson(2)	495,096	*
Henri de Castries(3)	4,349,340	*
Ramon de Oliveria(4)	17,164	*
Denis Duverne(5)	2,457,901	*
Barbara Fallon-Walsh(6)	10,338	*
Danny L. Hale(7)	22,429	*
Peter S. Kraus	--	*
Bertram L. Scott(8)	10,343	*
Lorie A. Slutsky(9)	38,519	*
Richard C. Vaughan(10)	22,536	*
Priscilla S. Brown	--	*
Dave S. Hattem(11)	148,787	*
Nick Lane(12)	155,895	*
Anders Malmstrom(13)	60,036	*
Salvatore Piazzolla(14)	59,537	*
Sharon Ritchey(15)	21,800	*
executive officers as a group (16 persons)(16)	7,869,721	*

* Number of shares listed represents less than 1% of the outstanding AXA common stock.

⁽¹⁾  Holdings of AXA American Depositary Shares (“ADS”) are expressed as their equivalent in AXA ordinary shares. Each AXA ADS represents the right to receive one AXA ordinary share.

⁽²⁾  Includes 250,966 shares Mr. Pearson can acquire within 60 days under option plans. Also includes 157,900 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽³⁾  Includes 2,564,763 shares Mr. de Castries can acquire within 60 days under option plans. Also includes 291,771 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽⁴⁾  Includes 745 shares Mr. de Oliveira can acquire within 60 days under option plans.

⁽⁵⁾  Includes 1,619,749 shares Mr. Duverne can acquire within 60 days under option plans.

⁽⁶⁾  Includes 9,791 deferred stock units under The Equity Plan for Directors.

⁽⁷⁾  Includes 2,040 shares Mr. Hale can acquire within 60 days under option plans.

⁽⁸⁾  Includes 8,221 deferred stock units under The Equity Plan for Directors.

⁽⁹⁾  Includes (i) 9,042 shares Ms. Slutsky can acquire within 60 days under options plans and (ii) 29,477 deferred stock units under The Equity Plan for Directors.

⁽¹⁰⁾  Includes 2,040 shares Mr. Vaughan can acquire within 60 days under option plans.

⁽¹¹⁾  Includes 76,344 shares Mr. Hattem can acquire within 60 days under option plans. Also includes 39,408 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽¹²⁾  Includes 68,151 shares Mr. Lane can acquire within 60 days under option plans. Also includes 78,716 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽¹³⁾  Includes 16,200 shares Mr. Malmstrom can acquire within 60 days under option plans. Also includes 42,754 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽¹⁴⁾  Includes 25,598 shares Mr. Piazzolla can acquire within 60 days under option plans. Also includes 29,115 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽¹⁵⁾  Includes 21,800 unvested AXA performance shares subject to achievement of internal performance conditions.

⁽¹⁶⁾  Includes 4,635,638 shares the directors and executive officers as a group can acquire within 60 days under option plans.

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AB Holding Units and AB Units

	AllianceBernstein Holding L.P.		AllianceBernstein L.P.
Name of Beneficial Owner	Number of Units	Percent of Class	Number of Units
Mark Pearson(1)	--	*	--
Henri de Castries(1)	2,000	*	--
Ramon de Oliveira(1)	--	*	--
Denis Duverne(1)	2,000	*	--
Barbara Fallon-Walsh(1)	--	*	--
Danny L. Hale(1)	--	*	--
Peter S. Kraus(1) (2)	4,337,643	4.3%	--
Bertram L. Scott(1)	--	*	--
Lorie A. Slutsky(1) (3)	63,198	*	--
Richard C. Vaughan(1)	--	*	--
Priscilla S. Brown(1)	--	*	--
Dave S. Hattem(1)	--	*	--
Nick Lane(1)	--	*	--
Anders Malmstrom(1)	--	*	--
Salvatore Piazzolla(1)	--	*	--
Sharon Ritchey(1)	--	*	--
All directors, director nominees and executive officer of as a group (16 persons)(4)	4,404,841	4.3%	--

* Number of Holding Units listed represents less than 1% of the Units outstanding.

⁽¹⁾  Excludes units beneficially owned by AXA and its subsidiaries.

⁽²⁾  Includes 3,266,463 restricted Holding Units awarded to Mr. Kraus’s pursuant to his employment agreements with AB.

⁽³⁾  Includes 40,776 Holding Units Ms. Slutsky can acquire within 60 days under an AB option plan.

⁽⁴⁾  Includes 40,776 Holding Units the directors and executive officers as a group can acquire within 60 days under an AB option plan.

12-3

Part III, Item 13.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Insurance

POLICIES AND PROCEDURES REGARDING TRANSACTIONS WITH RELATED PERSONS

AXA Financial, our parent company, has formal policies covering its employees and directors that are designed to avoid conflicts of interests that may arise in certain related party transactions. For example, employees of AXA Financial and its subsidiaries are subject to the AXA Financial Policy Statement on Ethics (the “Ethics Policy Statement”). The Ethics Policy Statement includes provisions designed to avoid conflicts of interests that may lead to divided loyalties by requiring that employees, among other things, not exercise any responsibility in a transaction in which they have an interest, receive certain approvals before awarding any contract to a relative or close personal friend and not take for their own benefit business opportunities developed or learned of during the course of employment. Similarly, AXA Equitable’s non-officer directors are subject to the AXA Financial Policy Statement on Interests of Directors and Contracts With Directors And Their Relatives for Non-Officer Directors (the “Policy Statement”). The Policy Statement includes provisions designed to maintain the directors’ independent judgment by requiring, among other things, disclosure of interests in any proposed transaction and abstention from voting if a director has a significant financial interest in the transaction or the transaction is with a business organization in which the director has an official affiliation. It further prohibits certain credit related transactions and requires disclosure of potential contracts with and employment of close relatives. Each director must submit a report annually regarding his or her compliance with the Policy Statement.

Other than as set forth above, AXA Equitable does not have written policies regarding the employment of immediate family members of any of its related persons. Compensation and benefits for all of AXA Equitable’s employees are established in accordance with AXA Equitable’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities who hold similar positions.

As a wholly-owned subsidiary of AXA Financial, and ultimately of AXA, AXA Equitable (and its subsidiaries) enter into various transactions with both AXA Financial and AXA and their subsidiaries in the normal course of business including, among others, service agreements, reinsurance transactions, and lending and other financing arrangements. While there is no formal written policy for the review and approval of transactions between AXA Equitable and AXA and/or AXA Financial, such transactions are routinely subject to a review and/or approval process. For example, payments made by AXA Equitable to AXA and its subsidiaries pursuant to certain intercompany service or other agreements (“Intercompany Agreements”) are reviewed with the Audit Committee on an annual basis. The amount paid by AXA Equitable for any personnel, property and services provided under such Intercompany Agreements may not exceed the fair market value of such personnel, property and services. Additionally, Intercompany Agreements to which AXA Equitable is a party are subject to the approval of the New York State Department of Financial Services pursuant to New York’s insurance holding company systems act.

In practice, any proposed related party transaction which management deems to be significant or outside of the ordinary course of business would be submitted to the Board of Directors for its approval.

Investment Management

The partnership agreements for each of AB Holding and AB expressly permits AXA and its affiliates, which includes AXA Equitable and its affiliates (collectively, “AXA Affiliates”), to provide services to AB Holding and AB if the terms of the transaction are approved by AllianceBernstein Corporation (the “General Partner”) in good faith as being comparable to (or more favorable to each such partnership than) those that would prevail in a transaction with an unaffiliated party. This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the General Partner, meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

In practice, AB’s management pricing committees review investment advisory agreements with AXA Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with AXA Affiliates are submitted to AB’s audit committee for review and approval. AB is not aware of any transaction during 2014 between it and any related person with respect to which these procedures were not followed.

13-1

AB does not have written policies regarding the employment of immediate family members of any of its related persons. Compensation and benefits for all of its employees are established in accordance with AB’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities who hold similar positions.

For additional information about AB’s related party transactions, see the AB 10-K.

TRANSACTIONS BETWEEN AXA EQUITABLE AND AFFILIATES

The following tables summarize transactions between AXA Equitable and related persons during 2014. The first set of tables summarize services that related persons provided to AXA Equitable, and the second set of tables summarize services that AXA Equitable provided to related persons:

INSURANCE(1)
Parties	General Description of Relationship	Amount Paid or Accrued in 2014
AXA Distribution Holding Corporation (“AXA Distribution”)(2) (3) and its subsidiaries	We pay commissions and fees to AXA Distribution and its subsidiaries for the sale of our insurance products.	$615,808,748
AXA Technology Services America, Inc. (“AXA Tech”)(3)	AXA Tech provides certain technology related services, including data processing services and functions.	$107,520,000
AXA Financial(3)	We reimburse AXA Financial for expenses related 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.	$28,813,152
GIE Informatique AXA (“GIE Informatique”)(3)	GIE Informatique provides certain services, including but not limited to marketing and branding, finance and control, strategy, business support and development and audit, and legal.	$11,752,973
AXA Business Service Private Ltd. (“ABS”)(3)	ABS provides certain policy administration services, including policy records updates, account maintenance, certain claim review and approval services and employee records updates and reporting services.	$11,136,842
AXA Group Solutions Pvt. Ltd. (“AXA Group Solutions”)(3)	AXA Group Solutions provides maintenance and development support for applications.	$2,962,808
AXA Global Life(3)	AXA Global Life provides certain services to our life business and advice on our strategic initiative.	$1,091,583
GIE AXA Universite (“GIE Universite”)(3)	GIE Universite provides management training seminars to our management employees.	$268,946
AXA Liabilities Manager (“AXA LM”)(3)	AXA LM provides accounting services and claims managements services to the accident and health reinsurance pools we participate in.	$72,636

13-2

INVESTMENT MANAGEMENT(5)
Parties	General Description of Relationship	Amount Paid or Accrued in 2014
AXA Advisors LLC (“AXA Advisors”)(3) (5)	AXA Advisors distributes certain of AB’s retail products and provides private client referrals.	$16,255,000
AXA Group Solutions(3)	AXA Group Solutions provides maintenance and development support for applications.	$5,252,000
ABS(3)	ABS provides data processing services and support for certain investment operations functions.	$4,753,000
AXA Technology Services India Pvt. Ltd. (“AXA Tech India”)(3)	AXA Tech India provides certain data processing services and functions.	$3,629,000
AXA Wealth(3)	AXA Wealth provides portfolio-related services for assets AB manages under the AXA Corporate Trustee Investment Plan.	$1,876,000
AXA Advisors(3) (5)	AXA Advisors sells shares of ABs mutual funds under Distribution Services and Educational Support agreements.	$1,457,000
GIE(3)	GIE provides cooperative technology development and procurement services.	$982,000

(1) AXA Equitable or one of its subsidiaries is a party to each transaction.

(2) AXA Distribution is an indirect wholly-owned subsidiary of AXA Financial. Its subsidiaries include AXA Advisors, LLC, AXA Network, LLC and PlanConnect LLC.

(3) Each entity is an indirect wholly-owned subsidiary of AXA.

(4) AB or one of its subsidiaries is a party to each transaction.

(5) AXA Advisors is an indirect wholly-owned subsidiary of AXA Financial.

INSURANCE(1)
Parties	General Description of Relationship	Amount Received or Accrued in 2014
AXA Distribution Holding and its subsidiaries(4) (5)	We provide certain services, including personnel, employee benefits, facilities, supplies and equipment, to AXA Distribution Holding and its subsidiaries.	$324,748,092
MONY Life Insurance Company of America (“MLOA”)(2) (5)	We provide certain services, including personnel, employee benefits, facilities, supplies and equipment, to MLOA	$67,404,204
U.S. Financial Life Insurance(3) (5) Company (“USFL”)	We provide certain services, including personnel, employee benefits, facilities, supplies, and equipment to USFL	$6,796,124
AXA Investment Managers (“AXA IM”), AXA Tech and AXA LM(5)	Employees of these entities and/or their subsidiaries are enrolled in certain of our employee benefit plans and and we provide certain facilities to AXA Tech.	$5,877,570
GIE(5)	We administer the AXA Group Intranet site.	$4,835,025
AXA Corporate Solutions Life Reinsurance Company (“ACS”)(5)	We provide certain administrative services to ACS including, but not limited to marketing, branding, finance, strategy and legal.	$3,618,715
MONY Life Insurance Company of the Americas, Ltd (MLICA)(5)	We provide certain services, including personnel, employee benefits, facilities, supplies, and equipment to MONY America	$457,072
AXA Equitable Life and Annuity Company (“AXA L&A”)(5) (7)	We provide certain services, including personnel, employee benefits, facilities, supplies and equipment, to AXA L&A.	$311,880
AXA Arizona(5) (6)	We provide certain services, including personnel, employee benefits, facilities, supplies and equipment to AXA Arizona.	$65,454

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INVESTMENT MANAGEMENT(7)
Parties	General Description of Relationship(8)	Amount Paid or Accrued in 2014
AXA Life Japan Limited(5)		$18,680,000
AXA AB Funds	AllianceBernstein provides investment management services and ancillary accounting services.	$14,115,000
AXA Arizona(5) (6)		$9,732,000
AXA Switzerland Life(5)		$5,665,000
AXA Hong Kong Life(5)		$4,995,000
AXA France(5)		$4,238,000
AXA U.K. Pensions Scheme(5)		$3,965,000
AXA Belgium(5)		$2,334,000
AXA Germany(5)		$1,231,000
MONY America(2) (5)		$1,176,000
AXA Investment Managers, Ltd. Paris(5)		$887,000
AXA Corporate Solutions(5)		$824,000
AXA General Insurance Hong Kong Ltd. (5)		$613,000
AXA Mediterranean(5)		$489,000
USFL(3) (5)		$426,000
AXA Switzerland Property and Casualty(5)		$363,000
AIM Deutschland GmbH(5)		$244,000
AXA Insurance Company(5)		$155,000
Coliseum Reinsurance(5)		$111,000

(1) AXA Equitable or one of its subsidiaries is a party to each transaction.

(2) MONY America is an indirect wholly-owned subsidiary of AXA Financial.

(3) USFL is an indirect wholly-owned subsidiary of AXA Financial.

(4) AXA Distribution is an indirect wholly-owned subsidiary of AXA Financial. Its subsidiaries include AXA Advisors, LLC, AXA Network, LLC and PlanConnect LLC.

(5) Each entity is an indirect wholly owned subsidiary of AXA.

(6) AXA Arizona is an indirect wholly owned subsidiary of AXA Financial.

(7) AXA L&A is an indirect wholly-owned subsidiary of AXA Financial.

(8) AB or one of its subsidiaries is a party to each transaction.

(9) AB provides investment management services unless otherwise indicated.

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ADDITIONAL TRANSACTIONS WITH RELATED PERSONS

Reinsurance

AXA Equitable ceded to AXA Arizona a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders 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 universal life insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. Ceded premiums in 2014 to AXA Arizona totaled $453,077,623. Ceded claims paid in 2014 were $83,196,750.

Various AXA affiliates, including AXA Equitable, cede a portion of their life, health and catastrophe insurance business through reinsurance agreements to AXA Global Life beginning in 2010 (and AXA Cessions in 2009 and prior), AXA affiliated reinsurers. AXA Global Life, in turn, retrocedes a quota share portion of these risks prior to 2008 to AXA Equitable on a one-year term basis.

AXA Life Insurance Company Ltd (Japan), an AXA subsidiary, cedes a portion of their annuity business to AXA Equitable.

Various AXA Financial affiliates cede a portion of their life business through excess of retention treaties to AXA Equitable on a yearly renewal term basis.

Premiums earned from the above mentioned affiliated reinsurance transactions in 2014 totaled $22,293,641. Claims and expenses paid in 2014 were $10,234,948.

Loans from Affiliates

In 2005, AXA Equitable issued a surplus note to AXA Financial in the amount of $325 million with an interest rate of 6.0% and was scheduled to mature on December 1, 2035. In December 2014, AXA Equitable repaid this note at par value plus interest accrued of $1 million to AXA Financial.

In December 2008, AXA Equitable issued a $500 million callable 7.1% surplus note to AXA Financial. The note pays interest semi-annually and was scheduled to mature on December 1, 2018. In June 2014, AXA Equitable repaid this note at par value plus interest accrued of $3 million to AXA Financial.

Loans to Affiliates

In September 2007, AXA issued $650 million 5.4% Senior Unsecured Note to AXA Equitable. The note pays interest semi-annually and was scheduled to mature on September 30, 2012. In March 2011, the maturity date of the note was extended to December 30, 2020 and the interest rate was increased to 5.7%.

In June 2009, AXA Equitable sold a jointly owned real estate property valued at $1,100 million to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property. In November 2014, this loan was refinanced and a new $382 million, seven year term loan with an interest rate of 4.0% was issued.

In third quarter 2013, AXA Equitable purchased at fair value, AXA Arizona’s $50 million note receivable from AXA for $56 million. This note pays interest semi-annually at an interest rate of 5.4% and matures on December 15, 2020.

Other Transactions

AXA Equitable reimburses AXA Financial for expenses related to the Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life and insurance, and deferred compensation benefits. Such reimbursement was based on the costs to AXA Financial of the benefits which total $28,813,152 for 2014.

DIRECTOR INDEPENDENCE

See “Corporate Governance – Independence of Certain Directors” in Part III, Item 10 of this Report.

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Part III, Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of AXA Equitable’s annual financial statements for 2014 and 2013, and fees for other services rendered by PwC:

	2014		2013
	(In Thousands)
Principal Accounting Fees and Services:
Audit fees	$	10,304	$	10,075
Audit related fees		3,801		3,670
Tax fees		2,358		2,226
All other fees		648		553
Total	$	17,111	$	16,524

Audit fees for AXA Financial and AXA Equitable are paid pursuant to a single engagement letter with PwC.

Audit related fees in both years principally consist of fees for audits of financial statements of certain employee benefit plans, internal control related reviews and services and accounting consultation.

Tax fees consist of fees for tax preparation, consultation and compliance services.

All other fees consist of miscellaneous non-audit services.

AXA Equitable’s audit committee has determined that all services to be provided by its independent registered public accounting firm must be reviewed and approved by the audit committee on a case-by-case basis provided, however, that the audit committee has delegated to its chairperson the ability to pre-approve any non-audit engagement where the fees are expected to be less than or equal to $100,000 per engagement. Any exercise of this delegated authority by the audit committee chairperson is required to be reported at the next audit committee meeting.

On November 9, 2005, AllianceBernstein’s committees adopted a policy to pre-approve audit and non-audit service engagements with the independent registered public accounting firm. The policy was revised on August 3, 2006. The independent registered public accounting firm is to provide annually a comprehensive and detailed schedule of each proposed audit and non-audit service to be performed. The audit committee then affirmatively indicates its approval of the listed engagements. Engagements that are not listed, but that are of similar scope and size to those listed and approved, may be deemed to be approved, if the fee for such service is less than $100,000. In addition, each audit committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

All services provided by PwC in 2014 were pre-approved in accordance with the procedures described above.

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Part IV, Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) The following documents are filed as part of this report:

1. Financial Statements

The financial statements are listed in the Index to Consolidated Financial Statements and Schedules on page FS-1.

2. Consolidated Financial Statement Schedules

The consolidated financial statement schedules are listed in the Index to Consolidated Financial Statements and Schedules on page FS-1.

3. Exhibits

The exhibits are listed in the Index to Exhibits that begins on page E-1.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 10, 2015	AXA EQUITABLE LIFE INSURANCE COMPANY
	By:	/s/ Mark Pearson
	Name:	Mark Pearson
		Chairman of the Board, President and Chief Executive Officer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Mark Pearson Mark Pearson	Chairman of the Board, President and Chief Executive Officer, Director	March 10, 2015
/s/ Anders Malmstrom Anders Malmstrom	Senior Executive Director and Chief Financial Officer	March 10, 2015
/s/ Andrea Nitzan Andrea Nitzan	Executive Director, Chief Accounting Officer and Controller	March 10, 2015
/s/ Henri de Castries Henri de Castries	Director	March 10, 2015
/s/ Ramon de Oliveira Ramon de Oliveira	Director	March 10, 2015
/s/ Denis Duverne Denis Duverne	Director	March 10, 2015
/s/ Barbara Fallon-Walsh Barbara Fallon-Walsh	Director	March 10, 2015
/s/ Danny L. Hale Danny L. Hale	Director	March 10, 2015
/s/ Peter S. Kraus Peter S. Kraus	Director	March 10, 2015
/s/ Bertram L. Scott Bertram L. Scott	Director	March 10, 2015
/s/ Lorie A. Slutsky Lorie A. Slutsky	Director	March 10, 2015
/s/ Richard C. Vaughan Richard C. Vaughan	Director	March 10, 2015

S-1

INDEX TO EXHIBITS

Number	Description	Method of Filing	Tag Value
2.1	Stock Purchase Agreement dated as of August 30, 2000 among CSG, AXA, Equitable Life, AXA Participations Belgium and AXA Financial	Filed as Exhibit 2.1 to AXA Financial’s Current Report on Form 8-K dated November 14, 2000 and incorporated herein by reference
2.2	Letter Agreement dated as of October 6, 2000 to the Stock Purchase Agreement among CSG, AXA, Equitable Life, AXA Paticipations Belgium and AXA Financial	Filed as Exhibit 2.2 to AXA Financial’s Current Report on Form 8-K dated November 14, 2000 and incorporated herein by reference
3.1	Restated Charter of AXA Equitable, as amended September 16, 2010	Filed as Exhibit 3.1 to registrant’s Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference
3.2	Restated By-laws of Equitable Life, as amended November 21, 1996	Filed as Exhibit 3.2(a) to registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference
10.1	Cooperation Agreement, dated as of July 18, 1991, as amended among Equitable Life, AXA Financial and AXA	Filed as Exhibit 10(d) to AXA Financial’s Form S-1 Registration Statement (No. 33- 48115), dated May 26, 1992 and incorporated herein by reference
10.2	Letter Agreement, dated May 12, 1992, among AXA Financial, Equitable Life and AXA	Filed as Exhibit 10(e) to AXA Financial’s Form S-1 Registration Statement (No. 33- 48115), dated May 26, 1992 and incorporated herein by reference
10.3	Fiscal Agency Agreement between Equitable Life and the Chase Manhattan Bank, N.A.	Filed as Exhibit 10.5 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference
10.4	Distribution and Servicing Agreement between AXA Advisors (as Successor to Equico Securities, Inc.) and Equitable Life dated as of May 1, 1994	Filed as Exhibit 10.7 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference
10.5	Agreement for Cooperative and Joint Use of Personnel, Property and Services between Equitable Life and AXA Advisors dated as of September 21, 1999	Filed as Exhibit 10.8 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference
10.6	General Agent Sales Agreement between Equitable Life and AXA Network, dated as of January 1, 2000	Filed as Exhibit 10.9 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference
10.7	Agreement for Services by Equitable Life to AXA Network dated as of January 1, 2000	Filed as Exhibit 10.10 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference
10.8	Confidential Separation Agreement and General Release between Andrew J McMahon and AXA Equitable	Filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference.

E-2

10.9	Confidential Separation Agreement and General Release between Robert O. Wright and AXA Equitable	Filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference.
13.1	AllianceBernstein Risk Factors	Filed herewith	EX-13.1
21	Subsidiaries of the registrant	Filed herewith	EX-21
31.1	Section 302 Certification made by the registrant’s Chief Executive Officer	Filed herewith	EX-31.1
31.2	Section 302 Certification made by the registrant’s Chief Financial Officer	Filed herewith	EX-31.2
32.1	Section 906 Certification made by the registrant’s Chief Executive Officer	Filed herewith	EX-32.1
32.2	Section 906 Certification made by the registrant’s Chief Financial Officer	Filed herewith	EX-32.2
101.INS	XBRL Instance Document	Filed herewith	EX-101.INS
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith	EX-101.SCH
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith	EX-101.CAL
101.LAB	XBRL Taxonomy Label Linkbase Document	Filed herewith	EX-101.LAB
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith	EX-101.PRE
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith	EX-101.DEF

E-3