================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
[X] OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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 0-25280
AXA EQUITABLE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
New York 13-5570651
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas, New York, New York 10104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 554-1234
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------------------------------------------ -----------------------------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $1.25 Per Share)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 an accelerated filer (as
defined in Rule 12b-2 of the 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, 2004.
As of March 30, 2005, 2,000,000 shares of the registrant's Common Stock were
outstanding.
REDUCED DISCLOSURE FORMAT:
Registrant meets the conditions set forth in General Instruction I (1)(a)
and (b) of Form 10-K and is therefore filing this form with the Reduced
Disclosure Format.
================================================================================
TABLE OF CONTENTS
Part I Page
Item 1. Business........................................................................ 1-1
Overview........................................................................ 1-1
Segment Information............................................................. 1-1
Other Discontinued Operations................................................... 1-5
General Account Investment Portfolio............................................ 1-5
Employees ...................................................................... 1-6
Competition..................................................................... 1-6
Regulation...................................................................... 1-7
Parent Company.................................................................. 1-11
Other Information............................................................... 1-11
Item 2. Properties...................................................................... 2-1
Item 3. Legal Proceedings............................................................... 3-1
Item 4. Submission of Matters to a Vote of Security Holders*............................ 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 ("Management Narrative")................................ 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 and Executive Officers of the Registrant*............................. 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*................................. 13-1
Item 14. Principal Accounting Fees and Services.......................................... 14-1
Part IV
Item 15. Exhibits, Financial Statement Schedules ........................................ 15-1
Signatures ................................................................................ S-1
Index to Exhibits ................................................................................ E-1
*Omitted pursuant to General Instruction I to Form 10-K
PART I, ITEM 1.
BUSINESS(1)
OVERVIEW
AXA Equitable, established in the State of New York in 1859, is among the
largest life insurance companies in the United States, with approximately 2.4
million insurance policies and contracts in force as of December 31, 2004. AXA
Equitable is part of a diversified financial services organization offering a
broad spectrum of financial advisory, insurance and investment management
services. Together with its affiliates, including Alliance (as defined below),
the Company is one of the world's largest asset managers, with total assets
under management of approximately $598.01 billion at December 31, 2004, of which
approximately $538.76 billion are assets under management at Alliance. AXA
Equitable's insurance business, conducted principally by AXA Equitable and its
subsidiaries, AXA Life and AXA Distributors, is reported in the Insurance
segment. The Investment Management segment is comprised principally of the
investment management business of Alliance Capital Management L.P., a Delaware
limited partnership, and its subsidiaries ("Alliance"). Alliance is a leading
global investment management firm. For additional information on AXA Equitable's
business segments, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Results Of Continuing Operations By
Segment - Insurance" and Note 19 of Notes to Consolidated Financial Statements.
Since AXA Equitable's demutualization in 1992, it has been a wholly owned
subsidiary of the Holding Company. The Holding Company is a wholly owned
subsidiary of AXA, a French holding company for an international group of
insurance and related financial services companies. AXA is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and files annual reports on Form 20-F. For additional
information regarding AXA, see "Parent Company".
SEGMENT INFORMATION
INSURANCE
The Insurance Group offers a variety of traditional, variable and
interest-sensitive life insurance products and variable and fixed-interest
annuity products to individuals, small groups, small and medium-size businesses,
state and local governments and not-for-profit organizations. It also
administers traditional participating group annuity contracts, generally for
corporate qualified pension plans, and association plans which provide full
service retirement programs for individuals affiliated with professional and
trade associations. The Insurance segment, which includes
- ----------------
(1) As used in this Form 10-K, the term "AXA Equitable" refers to AXA Equitable
Life Insurance Company (formerly The Equitable Life Assurance Society of the
United States), a New York stock life insurance corporation, "Holding Company"
refers to AXA Financial, Inc., a Delaware corporation incorporated in 1991, "AXA
Financial" refers to the Holding Company and its consolidated subsidiaries, and
the "Company" refers to AXA Equitable and its consolidated subsidiaries. The
term "Insurance Group" refers collectively to AXA Equitable and AXA Life and
Annuity Company ("AXA Life"). The term "AXA Distributors" refers to AXA
Distributors, LLC and its subsidiaries, successor to Equitable Distributors,
Inc., "AXA Advisors" refers to AXA Advisors, LLC, a Delaware limited liability
company and "AXA Network" refers to AXA Network, LLC, a Delaware limited
liability company and its subsidiaries. The term "MONY" refers to The MONY Group
Inc., a Delaware corporation acquired by the Holding Company on July 8, 2004
(the "MONY Acquisition") that merged with and into the Holding Company on July
22, 2004, and the term "MONY Companies" refers to MONY Life Insurance Company
("MONY Life"), MONY Life Insurance Company of America ("MLOA") and the other
subsidiaries of MONY acquired by the Holding Company in the MONY Acquisition.
The term "General Account" refers to the assets held in the respective general
accounts of AXA Equitable and AXA Life and all of the investment assets held in
certain of AXA Equitable's separate accounts on which the Insurance Group 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 the Insurance Group bears the investment risk. The term
"General Account Investment Assets" refers to assets held in the General Account
associated with the Insurance Group's continuing operations (which includes the
Closed Blocks described below) and does not include assets held in the General
Account associated primarily with the Insurance Group's discontinued Wind-Up
Annuity line of business ("Other Discontinued Operations").
1-1
Separate Accounts for individual and group insurance and annuity products,
accounted for approximately $5.4 billion (or 65% of total revenues, after
intersegment eliminations) for the year ended December 31, 2004.
Insurance segment products are offered on a retail basis in all 50 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands by AXA Advisors, a
broker-dealer, and AXA Network, an insurance general agency. AXA Distributors, a
broker-dealer subsidiary of AXA Equitable, distributes AXA Equitable products on
a wholesale basis in all 50 states, the District of Columbia and Puerto Rico
through major national securities firms, independent financial planners, other
broker-dealers and banks. Association and corporate pension plans are marketed
directly to clients by the Insurance Group.
For additional information on this segment, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Results Of
Continuing Operations By Segment - Insurance", Note 19 of Notes to Consolidated
Financial Statements, as well as "Employees and Financial Professionals",
"Competition" and "Regulation".
PRODUCTS AND SERVICES. The Insurance Group is among the country's leading
issuers of variable life insurance and variable annuity products. Variable life
insurance and annuity products offer purchasers the opportunity to invest some
or all of their account values in equity and fixed income investment options.
Variable life insurance products offered by the Insurance Group include single
life products and second-to-die policies and products for the corporate owned
life insurance ("COLI") market. Variable annuity products offered by the
Insurance Group include individual variable deferred annuities and group
annuities for the employer retirement plan market. Most individual variable
annuity products offer one or more enhanced features, which may include an
extra-credit to the initial account value, dollar cost averaging programs,
enhanced death benefits and various guaranteed minimum benefits. These
guaranteed minimum benefits include a guaranteed minimum death benefit ("GMDB),
a guaranteed minimum income benefit ("GMIB") and a guaranteed minimum withdrawal
benefit. For additional information regarding these guaranteed minimum benefit
features, see Notes 2, 9, 12 and 14 of Notes to Consolidated Financial
Statements.
In 2004, individual variable and interest-sensitive life insurance policies and
variable annuity contracts accounted for 12.4% and 73.3%, respectively, of total
premiums and deposits of life insurance and annuity products.
During periods of sustained market downturns, demand for variable products like
the ones emphasized by the Insurance Group typically declines relative to fixed
products. In recognition of this, in recent years, the Insurance Group has
placed increasing emphasis on the development and sale of new fixed products,
particularly universal life and term life policies, to further diversify its
product offerings. The Insurance Group expects to continue to develop and
enhance its fixed insurance products. The Insurance Group also offers individual
single premium fixed deferred annuities, which credit an initial and subsequent
annually declared interest rates, and payout annuity products, including
traditional immediate annuities, immediate annuities with cash value and
variable immediate annuities.
The continued growth of third-party assets under management remains a strategic
objective of AXA Equitable, which seeks to increase the percentage of its income
that is fee-based and derived from managing funds, including Separate Account
assets, for its clients (who bear the investment risk and reward). Over the past
five years, Separate Account assets for individual variable life and variable
annuities have increased by $12.24 billion to $56.60 billion at December 31,
2004. Of this year end amount, approximately $40.20 billion was invested through
EQ Advisors Trust ("EQAT") and approximately $14.22 billion was invested through
AXA Premier VIP Trust ("VIP Trust").
EQAT is a mutual fund offering variable life and annuity contractholders a
choice of single-advisor equity, bond, "hybrid" and money market investment
portfolios that are available in AXA Equitable's variable life and annuity
products. AXA Equitable serves as the Investment Manager and Administrator of
EQAT. Day-to-day portfolio management services for each investment portfolio are
provided by various affiliated and unaffiliated investment advisors. Alliance
and Boston Advisors, Inc. ("Boston Advisors"), an AXA Financial company,
provided investment advisory services to investment portfolios representing
approximately 61% of the total assets in EQAT
1-2
portfolios at December 31, 2004 and unaffiliated investment advisors provided
investment advisory services in respect of the balance of the assets in EQAT
portfolios.
VIP Trust is a mutual fund offering variable life and annuity contractholders a
choice of multi-advisor equity, bond, "hybrid", money market and "fund of funds"
investment portfolios that are available in AXA Equitable's variable life and
annuity products. These "fund of funds" investment portfolios pursue their
investment objectives by investing exclusively in other funds managed by EQAT
and VIP Trust. AXA Equitable serves as the Investment Manager and Administrator
of VIP Trust. Day-to-day portfolio management services for each investment
portfolio are provided by various affiliated and unaffiliated investment
advisors. Alliance and AXA Rosenberg Investment Management LLC, an AXA
affiliate, provided investment advisory services in respect of investment
portfolios representing approximately 28% of the total assets in the VIP Trust
portfolios at December 31, 2004 and unaffiliated investment advisors provided
investment advisory services in respect of the balance of the assets in the VIP
Trust portfolios.
AXA Enterprise Multimanager Funds Trust (formerly AXA Premier Funds Trust)
("Multimanager Trust") is a retail multi-manager mutual fund consisting of
equity, bond, money market and "fund-of-funds" investment portfolios. These
"fund of funds" investment portfolios pursue their investment objectives by
investing exclusively in other retail funds managed by AXA Equitable or
Enterprise Capital Management, Inc. ("Enterprise Capital"), a subsidiary of the
Holding Company. At December 31, 2004, Multimanager Trust had total assets of
$145 million. AXA Equitable serves as the Investment Manager and Administrator
of Multimanager Trust. Day-to-day portfolio management services for each
investment portfolio are provided by various affiliated and unaffiliated
investment advisors. Alliance and AXA Rosenberg Investment Management LLC
provided investment advisory services to investment portfolios representing
approximately 26% of the total assets in Multimanager Trust portfolios at
December 31, 2004 and unaffiliated investment advisors provided investment
advisory services in respect of the balance of the assets in the VIP Trust
portfolios.
For additional information on assets under management, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Results of Continuing Operations by Segment" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Assets Under
Management".
MARKETS. Targeted customers for the Insurance Group's products include affluent
and emerging affluent individuals, such as professionals and owners of small
businesses, as well as employees of public schools, universities, not-for-profit
entities and certain other tax-exempt organizations, and existing customers.
Variable and universal life insurance is targeted at individuals in
middle-to-upper income levels for protection and estate planning purposes, and
at business owners to assist in, among other things, business continuation
planning and funding for executive benefits. Target markets for variable
annuities include, in addition to the personal retirement savings market,
retirement plans for educational and not-for-profit organizations, corporate
pension plans (particularly 401(k) defined contribution plans for small to
mid-size groups) and the IRA retirement planning market. Mutual funds and other
investment products are intended for a broad spectrum of clients and add breadth
and depth to the range of products the Insurance Group is able to provide.
DISTRIBUTION. Retail distribution of the Insurance Group's insurance products is
accomplished by financial professionals associated with AXA Advisors, AXA
Network, MONY Life, MONY Securities Corporation, MONY Brokerage, Inc., Advest,
Inc. and/or other MONY Companies. These financial professionals have access to
and can offer a broad array of insurance and investment products and services
from affiliated and unaffiliated insurers and other financial service providers.
Wholesale distribution of the Insurance Group's products is accomplished through
AXA Equitable's wholesale distribution companies, principally AXA Distributors,
which at December 31, 2004 had selling agreements with major national securities
firms, banks or similar financial institutions, broker-dealers and financial
planners. In 2004, three major national securities firms were responsible for
approximately 16.9%, 7.0% and 5.5%, respectively, of AXA Distributors' 2004
premiums and deposits. In 2004, AXA Distributors was responsible for
approximately 43.0% of the Insurance Group's total premiums and deposits.
Enterprise Fund Distributors, Inc. ("EFD"), an affiliate of AXA Equitable, is
the principal distributor of AXA Equitable's retail mutual funds. At December
31, 2004, EFD had selling agreements with major national securities firms,
regional securities firms, insurance company-affiliated broker-dealers and
financial planning firms, other broker-dealers, banks, clearing firms and other
financial institutions. In 2004, three major national securities firms were
responsible for approximately 14.78%, 6.05% and 2.56%, respectively, of EFD's
2004 sales.
1-3
AXA Equitable has entered into agreements pursuant to which it compensates AXA
Advisors and AXA Network for distributing and servicing AXA Equitable's
products. The agreements provide that compensation will not exceed any
limitations imposed by applicable law. Under these agreements, AXA Equitable
provides to each of AXA Advisors and AXA Network personnel, property, and
services reasonably necessary for their operations. AXA Advisors and AXA Network
pay AXA Equitable their actual costs (direct and indirect) and expenses under
the respective agreements.
REINSURANCE AND HEDGING. During 2004, the Insurance Group reinsured most of its
new variable life, universal life and term life policies on an excess of
retention basis, retaining up to a maximum of $15 million on single-life
policies and $20 million on second-to-die policies. For amounts issued in excess
of those limits, reinsurance from unaffiliated third parties is sought. The
reinsurance arrangements obligate the reinsurer to pay a portion of any death
claim in excess of the amount retained by the Insurance Group in exchange for an
agreed-upon premium. A contingent liability exists with respect to reinsurance
ceded 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. The
Insurance Group is not a party to any risk reinsurance arrangement with any
reinsurer pursuant to which the amount of reserves on reinsurance ceded to such
reinsurer equals more than 2.7% of the total policy life reserves of the
Insurance Group (including Separate Accounts).
The Insurance Group also reinsures a percentage of its exposure on variable
annuity products that offer a GMIB feature and/or GMDB features. At December 31,
2004, the Insurance Group had reinsured, subject to certain maximum amounts or
caps in any one period, approximately 75.2% of its net amount at risk resulting
from the GMIB feature and approximately 27.4% of its net amount at risk to the
GMDB obligation on annuity contracts in force as of December 31, 2004. The
Insurance Group has adopted certain hedging strategies that are designed to
further mitigate exposure to GMDB and GMIB liabilities.
For additional information about reinsurance and hedging implemented by the
Insurance Group, see "Quantitative and Qualitative Disclosures about Market
Risk" and Notes 2, 9, 12 and 14 of Notes to Consolidated Financial Statements.
The Insurance Group also acts as a retrocessionaire by assuming life reinsurance
from reinsurers. Mortality risk through reinsurance assumed is managed using the
same corporate retention limits noted above although, in practice, the Insurance
Group is currently using lower internal retention limits for life reinsurance
assumed. The Insurance Group has also assumed accident, health, aviation and
space risks by participating in or reinsuring various reinsurance pools and
arrangements. The Insurance Group generally discontinued its participation in
new accident, health, aviation and space reinsurance pools and arrangements for
years following 2000. The Insurance Group is in the process of auditing or
otherwise reviewing the records of many of these reinsurance pools and
arrangements.
INVESTMENT SERVICES
GENERAL. The Investment Services segment is principally comprised of the
investment management business of Alliance, which provides diversified
investment management and related services globally to a broad range of clients,
including (a) institutional investors, including unaffiliated corporate and
public employee pension funds, endowment funds, domestic and foreign
institutions and governments and affiliates such as AXA and its insurance
company subsidiaries, by means of separately managed accounts, institutional
sub-advisory relationships, structured products, group trusts, mutual funds and
other investment vehicles, (b) individual investors, primarily by means of
retail mutual funds sponsored by Alliance, its subsidiaries and affiliated joint
venture companies, sub-advisory relationships in respect of mutual funds
sponsored by third parties, "separately managed account programs" and other
investment vehicles, (c) private clients, including high-net-worth individuals,
trusts and estates, charitable foundations, partnerships, private and family
corporations and other entities, by means of separately managed accounts, hedge
funds, mutual funds and other investment vehicles, and (d) institutional
investors desiring institutional research services by means of in-depth
research, portfolio strategy, trading and brokerage-related services. Alliance
and its subsidiaries also provide distribution and/or shareholder and
administrative services to Alliance-sponsored mutual funds.
Alliance offers diverse investment services with expertise in both growth and
value oriented strategies, the two predominant equity investment styles, blend
strategies that combine growth and value, fixed income strategies, including
both taxable and tax exempt securities, balanced strategies that combine equity
and fixed income, and passive strategies, including both index and enhanced
index portfolios. Alliance's product line includes
1-4
international, global and emerging markets services, as well as local and
regional services in major markets around the world.
The Investment Services segment in 2004 accounted for approximately $3.03
billion (or 36.1%) of total revenues, after intersegment eliminations. As of
December 31, 2004, Alliance had approximately $538.76 billion in assets under
management including approximately $311.26 billion from institutional investors,
approximately $163.55 from retail mutual fund accounts and approximately $63.95
billion from private clients. As of December 31, 2004, assets of AXA, the
Holding Company and the Insurance Group, including investments in EQAT, VIP
Trust and Multimanager Trust, represented approximately 19.9% of Alliance's
total assets under management, and fees and other charges for the management of
those assets accounted for approximately 7.3% of Alliance's total revenues. The
Company continues to pursue its strategy of increasing third-party assets under
management. The Investment Services segment continues to add third-party assets
under management, and to provide asset management services to the Insurance
Group.
INTEREST IN ALLIANCE. In October 2000, Alliance acquired SCB Inc., formerly
known as Sanford C. Bernstein, Inc. ("Bernstein"). In connection with this
acquisition (the "Bernstein Acquisition"), Bernstein and SCB Partners Inc. were
granted the right to sell limited partnership interests in Alliance ("Alliance
Units") to the Holding Company or an entity designated by the Holding Company
(the "Bernstein Put"). Since November 2002, the Holding Company, either directly
or indirectly through wholly owned subsidiaries, has acquired a total of 24.48
million Alliance Units for an aggregate purchase price of approximately $885.4
million through several purchases made pursuant to the Bernstein Put. After
giving effect to the Bernstein Acquisition and such subsequent purchases, AXA
Financial's consolidated economic interest in Alliance as of December 31, 2004
was approximately 61.3%, including the general partnership interest held
indirectly by AXA Equitable as the sole shareholder of the general partner of
Alliance Capital Management Holding L.P. ("Alliance Holding"), and Alliance
Capital Management L.P. ("Alliance Capital"). As of December 31, 2004, on a
standalone basis, the Company's economic interest in Alliance was approximately
46.4%.
For additional information about Alliance, including its results of operations,
see "Business - Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Results Of Continuing Operations
By Segment - Investment Services" and Alliance Capital's Annual Report on
Form 10-K for the year ended December 31, 2004.
OTHER DISCONTINUED OPERATIONS
Other Discontinued Operations includes primarily Wind-Up Annuity products, the
terms of which were fixed at issue, which were sold to corporate sponsors of
terminating qualified defined benefit plans. At December 31, 2004, approximately
$1.10 billion of contractholder liabilities were outstanding. For additional
information about Other Discontinued Operations, see Notes 2 and 8 of Notes to
Consolidated Financial Statements.
GENERAL ACCOUNT INVESTMENT PORTFOLIO
GENERAL. The General Account consists of a diversified portfolio of principally
fixed-income investments.
The following table summarizes General Account Investment Assets of the
Insurance Group by asset category at December 31, 2004:
1-5
INSURANCE GROUP
GENERAL ACCOUNT INVESTMENT ASSETS
NET AMORTIZED COST (1)
(DOLLARS IN MILLIONS)
AMOUNT % OF TOTAL
------------------ ---------------
Fixed maturities (2)................... $ 29,515.5 75.5 %
Mortgages.............................. 3,148.8 8.0
Equity real estate..................... 630.2 1.6
Other equity investments............... 1,080.2 2.8
Policy loans........................... 3,952.9 10.1
Cash and short-term investments (3).... 790.3 2.0
------------------ ---------------
Total.................................. $ 39,116.9 100.0%
================== ===============
(1) Net Amortized Cost is the cost of the General Account Investment Assets
(adjusted for impairments in value deemed to be other than temporary, if
any) less depreciation and amortization, where applicable, and less
valuation allowances on mortgage and real estate portfolios.
(2) Excludes net unrealized gains of $1.94 billion on fixed maturities
classified as available for sale. Fixed maturities includes approximately
$1.01 billion net amortized cost of below investment grade securities.
(3) Comprised of "Cash and cash equivalents" and short-term investments
included within the "Other invested assets" caption on the consolidated
balance sheet.
The Insurance Group has an asset/liability management approach with separate
investment objectives for specific classes of product liabilities, such as
insurance, annuity and group pension. The Insurance Group has investment
guidelines for each product line that form the basis for investment strategies
to manage such product line's investment return and liquidity requirements,
consistent with management's overall investment objectives for the General
Account Investment Portfolio. Investments frequently meet the investment
objectives of more than one class of product liabilities; each such class may be
allocated a pro rata interest in such investments and the returns therefrom.
INVESTMENT SURVEILLANCE. As part of the Insurance Group's investment management
process, management, with the assistance of its investment advisors, constantly
monitors General Account investment performance. This internal review process
culminates with a quarterly review of assets by the Insurance Group's
Surveillance Committee that evaluates whether any investments are other than
temporarily impaired and whether specific investments should be put on an
interest non-accrual basis.
EMPLOYEES
As of December 31, 2004, the Insurance Group had approximately 4,700 full-time
employees and Alliance had approximately 4,100 full-time employees.
COMPETITION
INSURANCE GROUP. There is strong competition among insurers, banks, brokerage
firms and other financial institutions and providers seeking clients for the
types of products and services provided by the Insurance Group, including
insurance, annuity and other investment products and services. Competition is
particularly intense among a broad range of financial institutions and other
financial service providers for retirement and other savings dollars. The
principal competitive factors affecting the Insurance Group's business are
price; financial and claims-paying ratings; size, strength, professionalism and
objectivity of the sales force; product quality, range and
features/functionality; crediting rates on fixed products; visibility and brand
recognition in the marketplace; reputation and quality of service; and, with
respect to variable insurance and annuity products, mutual funds and other
investment products, investment management performance.
1-6
As noted above, ratings are an important factor in establishing the competitive
position of insurance companies. As of March 30, 2005, the financial strength or
claims-paying rating of AXA Equitable was "AA-" from Standard & Poor's
Corporation (4th highest of 21 ratings; with stable outlook), "Aa3" from Moody's
Investors Service (4th highest of 21 ratings; with stable outlook), "A+" from
A.M. Best Company, Inc. (2nd highest of 15 ratings; with stable outlook), and
"AA" from Fitch Investors Service, L.P. (3rd highest of 24 ratings; with stable
outlook).
INVESTMENT SERVICES. The investment management business is highly competitive
and new entrants are continually are attracted to it. No single or small group
of competitors is dominant in the industry. Alliance competes in all aspects of
its business with numerous investment management firms, mutual fund complexes,
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 Alliance
offers. Alliance's competitors offer a wide range of financial services to the
same customers that Alliance seeks to serve. Many of Alliance'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
Alliance does. These factors may place Alliance at a competitive disadvantage.
To grow its business, Alliance must be able to compete effectively for assets
under management. Key competitive factors include (i) the array of investment
products Alliance offers; (ii) the thoroughness of Alliance's research; (iii)
Alliance's investment performance; (iv) the fees Alliance charges; (v)
Alliance's ability to further develop and market its brand; (vi) Alliance's
global presence; and (vii) Alliance's commitment to place the interests of its
clients first. AXA and its subsidiaries are not obligated to
provide resources to Alliance.
AXA, AXA Equitable and certain of their direct and indirect subsidiaries provide
financial products and services, some of which are competitive with those
offered by Alliance. Alliance's partnership agreement specifically allows AXA
Equitable and its subsidiaries (other than the general partner of Alliance) to
compete with Alliance and to exploit opportunities that may be available to
Alliance. In addition, Alliance provides investment management services to
unaffiliated insurance companies, some or all of which compete with AXA
Equitable.
REGULATION
STATE SUPERVISION. Members of the Insurance Group are licensed to transact
insurance business in, 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. AXA Equitable is domiciled in New York and is
primarily regulated by the Superintendent (the "Superintendent") of the New York
Insurance Department (the "NYID"). AXA Life is domiciled in Colorado and is
primarily regulated by the Commissioner of Insurance of the Colorado Division of
Insurance. The extent of state regulation varies, but most jurisdictions have
laws and regulations governing sales practices, standards of solvency, levels of
reserves, risk-based capital, 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. Additionally, the New York Insurance Law limits
sales commissions and certain other marketing expenses that may be incurred by
AXA Equitable. Each of AXA Equitable and AXA Life is required to file detailed
annual financial statements, prepared on a statutory accounting basis, with
supervisory agencies in each of the jurisdictions in which it does business.
Such agencies may conduct regular or targeted examinations of the operations and
accounts of members of the Insurance Group, and make requests for particular
information from them. Recently, the insurance industry has seen an increase in
inquiries from state attorneys general and insurance commissioners regarding
compliance with certain state insurance and securities laws. For example,
certain attorneys general and insurance commissioners have requested information
from insurance companies regarding collusive bidding and revenue sharing
practices and practices associated with replacements and exchanges of life
insurance and annuities. For additional information, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward Looking Statements and Risk Considerations".
A number of states, including New York, California and Florida, have enacted
legislation requiring disclosure of extensive information concerning Holocaust
era insurance policies sold in Europe prior to and during the Second World War.
While these statutes vary and certain of them provide exemption for companies
such as AXA that participate in the International Commission on Holocaust Era
Insurance Claims, the ultimate sanction under certain of these statutes for
failure to disclose the required information is revocation of an insurer's
license to engage in the insurance business in the concerned state. Although the
members of the Insurance Group intend to comply with these laws with respect to
their own activities, the ability of AXA and its European affiliates to comply
may be impacted by various factors including the availability of relevant
information after the passage of more than 50 years and privacy laws in effect
in various European countries. Any failure to comply with these laws could
result in state
1-7
regulatory authorities seeking to take enforcement actions against AXA and its
U.S. affiliates, including AXA Equitable, even though none of the members of the
Insurance Group controls AXA.
HOLDING COMPANY AND SHAREHOLDER DIVIDEND REGULATION. 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 has agreed with the
NYID that similar approval requirements also apply to transactions between (i)
material subsidiaries of AXA Equitable and (ii) the Holding Company (and certain
affiliates, including AXA). In 2004, AXA Equitable paid an aggregate of $500
million in shareholder dividends.
STATUTORY SURPLUS AND CAPITAL. Insurance regulators have the discretionary
authority to limit or prohibit new issuances of business to policyholders within
their jurisdiction when, in their judgment, such regulators determine that the
issuing company is not maintaining adequate statutory surplus or capital.
FEDERAL TAX INITIATIVES. Although the Federal government generally does not
directly regulate the insurance business, many Federal tax laws affect the
business in a variety of ways. There are a number of existing, newly enacted or
recently proposed Federal tax initiatives that may significantly affect the
Insurance Group. In June 2001, legislation was enacted which, among other
things, provides several years of lower rates for estate, gift and generation
skipping taxes ("GST") as well as one year of estate and GST repeal (in 2010)
before a return to 2001 law for the year 2011 and thereafter. Recently,
legislation has been proposed regarding extending or making permanent the repeal
of the estate and generation skipping taxes. If enacted, this legislation would
have an adverse impact on sales and surrenders of life insurance in connection
with estate planning. Other provisions of the 2001 legislation increased amounts
which may be contributed to tax qualified retirement plans and could have a
positive impact on funding levels of tax qualified retirement products. In 2003,
reductions in income tax rates on long-term capital gains and qualifying
corporate dividends were enacted which could adversely impact the relative
attractiveness of cash value life insurance and annuity products (and may
adversely impact the sales of such products) relative to other investment
alternatives which may qualify for these lower rates. While set to expire, there
are proposals to extend or make such reduced rates permanent. Other provisions
of recently enacted and proposed legislation and Treasury regulations relate to
the business use of life insurance, split-dollar arrangements, creation of new
tax favored savings accounts and modifications to nonqualified deferred
compensation plan and qualified plan rules. These provisions could adversely
affect the sale of life insurance to businesses, as well as the attractiveness
of qualified plan arrangements, cash value life insurance and annuities. The
U.S. Congress may also consider proposals such as Social Security reform or
comprehensive overhaul of the Federal tax law (whether in response to
recommendations of a Presidential Advisory Panel on Federal Tax Reform or
otherwise), which, if enacted, could adversely impact the attractiveness of cash
value life insurance, annuities and tax qualified retirement products.
Management cannot predict what other proposals may be made, what legislation, if
any, may be introduced or enacted or what the effect of any such legislation
might be.
SECURITIES LAWS. AXA Equitable, AXA Life and certain policies and contracts
offered by the Insurance Group are subject to regulation under the Federal
securities laws administered by the Securities and Exchange Commission (the
"SEC") and under certain state securities laws. The SEC conducts regular
examinations of the Insurance Group's operations, and from time to time makes
requests for particular information from the Insurance Group.
AXA Advisors, AXA Distributors, AllianceBernstein Investment Research and
Management Inc. (formerly known as Alliance Fund Distributors, Inc.), Sanford C.
Bernstein & Co., LLC and certain other subsidiaries of AXA Financial 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 National Association of
Securities Dealers, Inc. ("NASD"). As broker-dealers registered with the SEC,
the Broker-Dealers are subject to the capital requirements of the SEC and/or
NASD. These capital requirements specify minimum levels of capital, computed in
accordance with regulatory requirements ("net capital"), that the Broker-Dealers
are required to maintain and also limit the amount of leverage that the
Broker-Dealers are able to obtain in their businesses. The SEC and NASD also
regulate the sales practices of the Broker-Dealers. The Broker-Dealers are also
subject to regulation by state securities administrators in those states in
which they conduct business.
1-8
For additional information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward-Looking Statements and
Risk Considerations - Legal Environment".
Sales of variable insurance and annuity products are regulated by the SEC and
NASD. Currently, the SEC, the NASD and other regulators are investigating
certain sales practices involving certain sales of variable annuities and
transactions in which an existing variable annuity is replaced by, or exchanged
for, a new variable annuity. The SEC has recently requested from AXA Advisors
information and documents regarding the replacement and exchange of variable
annuities. AXA Advisors has complied with this request.
The SEC, other governmental regulatory authorities, including state securities
administrators, and the NASD may institute administrative or judicial
proceedings which 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 sanctions. In February 2004, without admitting or denying
the allegations, AXA Advisors entered into an agreement with the NASD to resolve
charges that AXA Advisors failed to inform investors that they were entitled to
the waiver of certain sales charges and certain related matters. Under the terms
of the settlement agreement, AXA Advisors paid fines totaling $300,000, agreed
to provide restitution to those customers who paid such sales charges from
February 2002 to February 2004, and agreed to retain an independent consultant
to review and recommend revisions to its supervisory and compliance procedures
and systems. In addition, in November 2004, without admitting or denying the
allegations, AXA Advisors entered into an agreement with the NASD to resolve
charges that it had made late disclosures of certain reportable information
about its registered representatives. Under the terms of the settlement
agreement AXA Advisors paid a fine of $250,000 and agreed to conduct certain
internal reviews to evaluate its reporting systems and to certify that the firm
has established systems and procedures reasonably designed to achieve compliance
with reporting requirements. The Broker-Dealers and other AXA Financial
subsidiaries have also provided information and documents to the SEC, NASD and
other regulators on a wide range of issues, including supervisory issues, market
timing, late trading, valuation, suitability, replacements and exchanges of
variable life insurance and annuities, collusive bidding and other inappropriate
solicitation activities, "revenue sharing" and directed brokerage arrangements,
investment company directed brokerage arrangements, fund portfolio brokerage
commissions, mutual fund sales and marketing and "networking arrangements".
Fines and other sanctions could result from pending regulatory matters. For
additional information, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Forward Looking Statements and Risk
Considerations - Legal Environment".
Certain Separate Accounts of AXA Equitable 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 AXA Equitable are also registered under the
Securities Act of 1933, as amended (the "Securities Act"). EQAT, Multimanager
Trust 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 Alliance,
including a variety of mutual funds and other pooled investment vehicles, are
registered with the SEC under the Investment Company Act.
AXA Equitable, AXA Advisors and certain affiliates and Alliance and certain
affiliates of Alliance also 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.
Recently, regulators, including the SEC, the NASD and state attorneys general,
have focused attention on various practices in or affecting the investment
management and/or mutual fund industries, including market timing and late
trading. The SEC defines market timing as the practice of short-term buying and
selling of mutual fund shares in a manner that exploits pricing inefficiencies
and market movements. Rule 22c-1 of the Investment Company Act (often referred
to as the "forward pricing" rule) requires mutual funds to sell and redeem fund
shares at a price based on current net asset value ("NAV") which is computed
after receipt of an order to buy or redeem. This rule also requires mutual funds
to calculate their NAV at least once a day, and most mutual funds do so when the
major U.S. stock exchanges close at 4 p.m. Eastern Time. Late trading refers to
the illegal practice of permitting a purchase or redemption order received after
the 4 p.m. pricing time to receive the share price calculated as of 4 p.m.,
thereby allowing the late trader to take advantage of news or events that occur
after 4 p.m. but which are not yet reflected in the day's price. AXA Equitable,
EQAT, Multimanager Trust, VIP Trust, AXA Advisors and AXA Distributors have
received various requests for information and documents from the SEC and the
NASD regarding these practices. In January 2004, the SEC completed an onsite
examination of EQAT, Multimanager Trust, VIP Trust, AXA Equitable, as the
investment manager to the Trusts, and the Trusts' distributors. The SEC has
advised AXA Equitable that no deficiencies or violations came to the SEC's
attention during the examination.
1-9
In addition, the SEC, the NASD and other regulators have requested from a number
of entities, including AXA Equitable, AXA Advisors, AXA Distributors, EQAT, VIP
Trust and Multimanager Trust, information relating to certain practices often
referred to as "revenue sharing" and the use of fund portfolio brokerage
commissions. Such requests have been responded to.
For additional information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward-Looking Statements and
Risk Considerations".
ALLIANCE REGULATORY MATTERS.
MARKET TIMING INVESTIGATIONS. Alliance settled with the SEC and the New York
State Attorney General (the "NYAG") regarding their investigations into trading
practices in certain of Alliance's sponsored mutual funds on December 18, 2003.
Alliance's agreement with the SEC was reflected in an Order of the Commission
("SEC Order") dated December 18, 2003 (amended and restated January 15, 2004),
while Alliance's final agreement with the NYAG was entered into on September 1,
2004.
Alliance has taken a number of important initiatives to resolve these matters.
Specifically: (i) Alliance established a $250 million restitution fund to
compensate fund shareholders for the adverse effects of market timing; (ii)
Alliance reduced by 20% (on a weighted average basis) the advisory fees on U.S.
long-term open-end retail mutual funds (resulting in an approximate $70 million
reduction in 2004 advisory fees); (iii) Alliance appointed a new management team
and specifically charged it with responsibility for ensuring that Alliance
maintains a fiduciary culture in its retail services business; (iv) Alliance
revised its code of ethics to better align the interests of Alliance's employees
with those of its clients; (v) Alliance formed two new committees composed of
executive management to oversee and resolve code of ethics and
compliance-related issues; (vi) Alliance instituted a substantially strengthened
policy designed to detect and block market timing and material short duration
trading; (vii) Alliance created an ombudsman office, where employees can voice
concerns about work-related issues on a confidential basis; (viii) Alliance
initiated firm-wide compliance and ethics training programs; and (ix) beginning
later in 2005, and biannually thereafter, Alliance will have an independent
third party perform a comprehensive compliance review.
Alliance retained an Independent Compliance Consultant ("ICC") to conduct a
comprehensive review of supervisory, compliance and other policies designed to
detect and prevent conflicts of interest, breaches of fiduciary duty and
violations of law. The ICC has completed its review, and submitted its report to
the SEC in December 2004. Alliance has implemented a number of the ICC's
recommendations and intends to implement all recommendations by the end of 2005.
With the approval of the independent directors of the BernsteinAlliance Fund
boards and the staff of the SEC, Alliance retained an Independent Distribution
Consultant ("IDC") to develop a plan for the distribution of the $250 million
restitution fund. To the extent it is determined that the harm to mutual fund
shareholders caused by market timing exceeds $200 million, Alliance will be
required to contribute additional monies to the restitution fund. The IDC will
submit the plan to the SEC and Alliance for approval. After the SEC and
Alliance's management approve the distribution plan, it will be published and
the public will be afforded an opportunity to comment. After the comment period
has ended, the SEC will issue an order approving the final plan. The timing of
the distribution will be determined by the SEC and Alliance expects this to
occur sometime in 2005.
On February 10, 2004, Alliance received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from the Office of the State Auditor, Securities Commission, for
the State of West Virginia (together, the "Information Requests"). Both
Information Requests call for Alliance to produce documents concerning, among
other things, any market timing or late trading in its sponsored mutual funds.
Alliance responded to the Information Requests and is cooperating with the
investigation.
Alliance Capital recorded charges to income totaling $330 million during the
second half of 2003 in connection with establishing the $250 million restitution
fund and certain other matters. Alliance Capital paid $296 million (including
$250 million to the restitution fund ) during 2004 and has cumulatively paid
$302 million related to these matters. However, Alliance cannot determine at
this time the eventual outcome, timing or impact of these matters. Accordingly,
it is possible that additional charges in the future may be required, the timing
and impact of which Alliance cannot determine at this time.
DIRECTED BROKERAGE. Alliance Capital and approximately twelve other investment
management firms were mentioned publicly in connection with the settlement by
the SEC of charges that Morgan Stanley violated Federal securities laws
1-10
relating to its receipt of compensation for selling specific mutual funds and
the disclosure of such compensation. The SEC has indicated publicly that, among
other things, it is considering enforcement action in connection with mutual
funds' disclosure of such arrangements and in connection with the practice of
considering mutual fund sales in the direction of brokerage commissions from
fund portfolio transactions. The SEC has issued subpoenas, and the NASD has
issued requests for information, to Alliance in connection with this matter and
Alliance has provided documents and other information to the SEC and the NASD
and is cooperating fully with their investigations. On March 11, 2005,
discussions commenced with the NASD that Alliance management believes will
conclude these investigations. Accordingly, Alliance Capital recorded a $5
million charge against 2004 earnings.
PRIVACY OF CUSTOMER INFORMATION. Federal and state law and regulation 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, disclosure and protection of customer information. Federal
and state laws also regulate disclosures of customer information. Congress and
state legislatures are expected to consider additional regulation relating to
privacy and other aspects of customer information.
PARENT COMPANY
AXA, the ultimate parent company of the Holding 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 the
largest French insurance group and one of the largest insurance groups in the
world. AXA operates primarily in Western Europe, North America, Asia/Pacific
region and, to a lesser extent, in other regions including the Middle East,
Africa and South America. AXA has five operating business segments: life and
savings, property and casualty, international insurance (including reinsurance),
asset management, and other financial services.
Neither AXA nor any affiliate of AXA has any obligation to provide additional
capital or credit support to the Holding Company or any of its subsidiaries.
VOTING TRUST. In connection with AXA's application to the Superintendent for
approval of its acquisition of capital stock of the Holding Company, 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 Amended and Restated Voting Trust Agreement,
dated May 12, 2002, the "Voting Trust Agreement"). Pursuant to the Voting Trust
Agreement, AXA and its affiliates ("AXA Parties") have deposited the shares of
the Holding Company'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
the Holding Company 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 attaching 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 the
Holding Company or AXA Equitable). All dividends and distributions (other than
those which 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 May 12, 2012. Future extensions of the term of the Voting
Trust remain subject to the prior approval of the Superintendent.
OTHER INFORMATION
All of the Company's officers and employees, including its chief executive
officer, chief financial officer and controller, are subject to the Policy
Statement on Ethics (the "Code"), a code of ethics as defined under Regulation
S-K.
1-11
The Code complies with Section 406 of the Sarbanes-Oxley Act of 2002 and is
available on the Company's website at www.axa-equitable.com. The Company intends
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 its
chief executive officer, chief financial officer and controller by posting such
information on its website at the above address.
1-12
PART I, ITEM 2
PROPERTIES
INSURANCE
AXA Equitable leases on a long-term basis approximately 810,000 square feet of
office space located at 1290 Avenue of the Americas, New York, NY, which serves
as the Holding Company's, AXA Equitable's and MONY Life's headquarters.
Additionally, AXA Equitable leases an aggregate of approximately 40,000 square
feet of office space at two other locations in New York, NY, substantially all
of which has been subleased. AXA Equitable also has the following significant
office space leases: 244,000 square feet in Secaucus, NJ, under a lease that
expires in 2011 for its Annuity Operations; 185,000 square feet in Charlotte,
NC, under a lease that expires in 2013 for use by its National Operations
Center; 113,000 square feet in Alpharetta, GA, under a lease that expires in
2006 for its Distribution Organizations' training and support use; and 67,800
square feet in Leonia, NJ, under a lease that expires in 2009 for its
Information Technology processing use. AXA Equitable owns an office building of
approximately 22,000 square feet in Harrisburg, PA which houses AXA Network
personnel. AXA Equitable also leases property both domestically and abroad for
its operations. Management believes its facilities are adequate for its present
needs in all material respects. For additional information, see Note 17 of Notes
to Consolidated Financial Statements.
AXA Equitable subleases its office space at 1290 Avenue of the Americas to the
New York City Industrial Development Agency (the "IDA"), and sub-subleases that
space back from the IDA, in connection with the IDA's granting of sales tax
benefits to AXA Equitable.
INVESTMENT SERVICES
Alliance's principal executive offices at 1345 Avenue of the Americas, New York,
NY are occupied pursuant to a lease that extends until 2019. Alliance currently
occupies approximately 783,321 square feet of space at this location. Alliance
also occupies approximately 114,097 square feet of space at 135 West 50th
Street, New York, NY under a lease expiring in 2016, approximately 141,002
square feet of space at One North Lexington, White Plains, NY under a lease
expiring in 2008 and approximately 134,261 square feet of space in Secaucus, NJ
under a lease expiring in 2016. Alliance also leases other property domestically
and abroad for its operations.
2-1
PART I, ITEM 3.
LEGAL PROCEEDINGS
The matters set forth in Note 16 of Notes to the Company's Consolidated
Financial Statements for the year ended December 31, 2004 (Part II, Item 8 of
this report) are incorporated herein by reference.
3-1
PART I, ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction I to Form 10-K.
4-1
PART II, ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
At December 31, 2004, all of AXA Equitable's common equity was owned by AXA
Financial Services, LLC, a wholly owned direct subsidiary of AXA Financial,
Inc., which is a wholly owned subsidiary of AXA. Consequently, there is no
established public market for AXA Equitable's common equity. In 2004 and 2003,
respectively, AXA Equitable paid shareholder dividends of $500.0 million and
$400.0 million. 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" (Part II, Item 7 of this report) and Note 18 of Notes
to Consolidated Financial Statements (Part II, Item 8 of this report).
5-1
PART II, ITEM 6.
SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction I to Form 10-K.
6-1
PART II, ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis is omitted pursuant to General Instruction
I(2)(a) of Form 10-K. The management narrative for AXA Equitable Life Insurance
Company, formerly The Equitable Life Assurance Society of the United States, and
its consolidated subsidiaries that follows should be read in conjunction with
the consolidated financial statements and related notes to consolidated
financial statements and information discussed under forward-looking statements
included elsewhere in this Form 10-K.
GENERAL
On July 8, 2004, the Holding Company completed its acquisition of The MONY Group
Inc. ("MONY") and its subsidiaries (the "MONY Companies"). As a result of the
MONY integration, the Company recorded several accruals in the second half of
2004, principally related to severance and the write-off of capitalized
software. These expenses are discussed in the Insurance segment's results below.
The consolidated and segment earnings narratives that follow discuss the results
for 2004 compared to the 2003 results.
CONSOLIDATED RESULTS OF OPERATIONS
Earnings from continuing operations before income taxes and minority interest
were $1.67 billion for 2004, an increase of $724.0 million from the $950.2
million reported in 2003. The increase resulted in part from a $410.2 million
increase in the Investment Services segment principally due to the absence of
the 2003 charge of $330.0 million by Alliance for mutual fund matters and legal
proceedings on the prior year's earnings and by a $314.7 million increase for
the Insurance segment.
Total revenues increased $993.9 million to $8.40 billion in 2004 from $7.40
billion in 2003 with a $713.3 million increase in the Insurance segment and a
$293.0 million increase in the Investment Services segment. The 2004 Insurance
segment increase principally resulted from higher commissions, fees and other
income, higher policy fee income and investment gains, net in 2004 instead of
investment losses as in 2003, partially offset by lower premiums in the
Insurance segment. Higher investment advisory and services revenues contributed
to the increase in the Investment Services segment's revenues.
Total benefits and other deductions were $6.72 billion in 2004, a $269.9 million
increase as compared to $6.45 billion in 2003. The increase resulted from higher
compensation and benefits in both segments and higher policyholders' benefits in
the Insurance segment in 2004, partially offset by the absence of the 2003
Alliance charge of $330.0 million for mutual fund matters and legal proceedings.
Income tax expense totaled $929.9 million in 2004 as compared to the $240.5
million reported in 2003. The 2004 tax increase was principally due to increased
earnings in both business segments.
Net earnings for the Company totaled $929.9 million for 2004 compared to $524.4
million for 2003 as both the Insurance and Investment Services segments reported
higher net earnings. The 2004 total also included gains of $31.1 million, net of
$16.7 million in income taxes, from the Insurance segment's sales of real estate
held-for-sale and $4.5 million higher earnings from certain discontinued pension
business operations reported as earnings from other discontinued operations. In
first quarter 2004, the Company recorded a $2.9 million charge (net of related
income taxes of $1.6 million) for the cumulative effect of the January 1, 2004
adoption of SOP 03-1. For further information, see "Accounting Changes" in Note
2 of Notes to Consolidated Financial Statements.
7-1
RESULTS OF CONTINUING OPERATIONS BY SEGMENT
INSURANCE.
INSURANCE - RESULTS OF OPERATIONS
(IN MILLIONS)
2004 2003
----------------- ------------------
Universal life and investment-type product policy fee income...................... $ 1,595.4 $ 1,376.7
Premiums.......................................................................... 879.6 889.4
Net investment income............................................................. 2,437.2 2,340.8
Investment gains (losses), net.................................................... 61.1 (66.4)
Commissions, fees and other income................................................ 474.4 193.9
----------------- -------------------
Total revenues............................................................... 5,447.7 4,734.4
----------------- ------------------
Policyholders' benefits........................................................... 1,867.1 1,708.2
Interest credited to policyholders' account balances.............................. 1,038.1 969.7
Compensation and benefits......................................................... 499.5 391.7
Commissions....................................................................... 1,017.3 991.9
Amortization of DAC .............................................................. 472.9 434.6
Capitalization of DAC............................................................. (1,015.9) (990.7)
Rent expense ..................................................................... 71.0 67.9
Interest expense ................................................................. 54.5 58.9
All other operating costs and expenses............................................ 496.9 470.6
----------------- ------------------
Total benefits and other deductions.......................................... 4,501.4 4,102.8
----------------- ------------------
Earnings from Continuing Operations before Income Taxes........................... $ 946.3 $ 631.6
================= ==================
In 2004, pre-tax earnings from continuing operations in the Insurance segment
increased $314.7 million to $946.3 million as compared to $631.6 million in
2003, principally due to higher commissions, fees and other income, higher
policy fee income and net investment gains in 2004 as compared to net losses in
2003 partially offset by increases in policyholders' benefits, compensation and
benefits and interest credited to policyholders' account balances.
Segment revenues increased $713.3 million over the prior year as a result of
$280.5 million increase in commissions, fees and other income, $218.7 million
higher policy fee income and $61.1 million of investment gains in 2004 as
compared to $66.4 million in net losses in 2003 partially offset by a $9.8
million decline in premiums.
Policy fee income totaled $1.60 billion in 2004, as compared to $1.38 billion in
the prior year. The $218.7 million increase was primarily due to fees earned on
higher average Separate Account balances resulting from market appreciation and
positive net cash flows. Premiums decreased $9.8 million to $879.8 million in
2004 reflecting a lower level of renewal premiums on traditional life products
due to the Insurance segment's continuing focus on sales of variable and
interest-sensitive life and annuity products whose revenues are not reported as
premiums.
Net investment income increased $96.4 million to $2.44 billion in 2004 primarily
due to higher fixed maturity asset balances in the General Account, including
the $34.7 million transfer of certain Separate Account assets due to the
implementation of SOP 03-1, $95.9 million higher earnings from equity limited
partnerships due to improved market conditions and higher prepayment gains of
$48.1 million, partially offset by losses of $87.9 million on derivative
instruments principally those related to hedging programs implemented to
mitigate certain risks associated with the GMDB/GMIB features of certain
contracts as well as lower yields due to lower investment rates.
Investment gains, net were $61.1 million in 2004, as compared with net losses of
$66.4 million in 2003, principally as a result of lower writedowns on fixed
maturities, $36.4 million in 2004 compared to $193.2 million in 2003, partially
offset by lower net gains on sales of fixed maturities.
Commissions, fees and other income increased $280.5 million to $474.4 million in
2004 as compared to $193.9 million in 2002 principally due to the $61.0 million
increase in the fair value of the GMIB reinsurance contracts as
7-2
compared to the $91.0 million decrease recorded in 2003, and higher gross
management fees received from EOAT and VIP Trust due to a higher asset base.
Total benefits and other deductions in 2004 increased $398.6 million from 2003
primarily due to higher policyholders' benefits, an increase in compensation and
benefits and higher interest credited.
The $158.9 million increase in policyholders' benefits was principally due to
higher GMDB/GMIB benefits and reserves due to the growth in business, higher
individual life death claims as compared to very favorable mortality in 2003 and
higher benefits and reserves in the reinsurance assumed product line due to an
increase in reserves under one life reinsurance agreement product line,
partially offset by lower dividends due to reductions in the dividend scale at
AXA Equitable.
Interest credited to policyholders' account balances increased $68.4 million in
2004 due to interest credited on higher account balances including certain
Separate Account policyholder account balances reclassified under SOP 03-1 as
General Account balances and the increase related to unrealized investment gains
now credited for Pension Par contracts pursuant to SOP 03-1 partially offset by
the impact of lower crediting rates for the Insurance Group.
Compensation and benefits for the Insurance segment increased $107.8 million to
$499.5 million in 2004 as compared to $391.7 million in 2003 principally due to
a $45.6 million charge for severance costs and benefits associated with staff
reductions resulting from the MONY integration and to higher benefit costs.
Commissions increased $25.4 million in 2004 from $991.9 million in 2003 due to
higher sales of interest sensitive life products partially offset by lower
variable annuity sales primarily in the wholesale distribution channel.
Deferred policy acquisition costs ("DAC") amortization increased to $472.9
million in 2004, up $38.3 million from $434.6 million in 2003. This increase in
DAC amortization was primarily attributed to higher margins in products that are
DAC reactive partially offset by the DAC unlocking impact from recognition of
higher expected future margins driven by higher fees related to variable
insurance and annuity products.
DAC for universal life, investment-type and participating traditional life
policies is amortized over the expected total life of the contract group as a
constant percentage of estimated gross profits (for universal life and
investment-type contracts) or margins (for participating traditional life
policies). Estimates and assumptions underlying these DAC amortization rates are
reassessed and updated at the end of each reporting period ("DAC unlocking").
The effect of DAC unlocking is reflected in earnings in the period such
estimated gross profits are revised. A decrease in expected gross profits would
accelerate DAC amortization. Conversely, an increase in expected gross profits
would slow DAC amortization.
Expected gross profits for variable and interest-sensitive life insurance and
variable annuities arise principally from investment results, Separate Account
fees, mortality and expense margins and surrender charges based on historical
and anticipated future experience. Other significant assumptions underlying
gross profit estimates relate to contract persistency and General Account
investment spread. A significant assumption in the development of expected gross
profits and, therefore, the amortization of DAC on these products relates to
projected future Separate Account performance. Expected future gross profit
assumptions related to Separate Account performance are set by management using
a long-term view of expected average market returns by applying a reversion to
the mean approach. 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 and subject to assessment of the reasonableness of resulting
estimates of future return assumptions. For purposes of making this
reasonableness assessment, 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. Currently, the
average gross long-term annual return estimate is 9.0% (6.95% net of product
weighted average Separate Account fees), and the gross maximum and minimum
annual rate of return limitations are 15% (12.95% net of product weighted
average Separate Account fees) and 0% (-2.05% 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. If actual market returns continue at levels that would result
in assuming future market returns of 15% 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% for more than 5 years would result in a required deceleration of DAC
amortization. As of December 31, 2004, current
7-3
projections of future average gross market returns for purposes of this approach
assume a 2.3% return for 2005 which is within the maximum and minimum
limitations and assume a reversion to the mean of 9.0% after 1.5 years.
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. Generally, life
mortality experience has improved in recent periods.
DAC capitalization increased $25.2 million from $990.7 million in 2003 to $1.02
billion in 2004 due to higher sales of interest sensitive life products
partially offset by lower variable annuity sales primarily in the wholesale
distribution channel.
Interest expense decreased $4.4 million to $54.5 million in 2004 principally due
to lower short-term borrowings.
All other operating costs and expenses in the Insurance segment increased $26.3
million to $496.9 million in 2004 as compared to $470.6 million in the prior
year. That increase was primarily due to a $33.0 million write-off of
capitalized software related to the MONY integration.
Premiums and Deposits. First year premiums and deposits for insurance and
annuity products in 2004 decreased from prior year levels by $1.34 billion to
$9.08 billion while total premiums and deposits decreased $1.12 billion to
$13.30 billion. Total annuity premiums and deposits in 2004 decreased 9.3% from
the strong 2003 results, but increased by 34.9% over 2002's amount. The 2004
decreases were primarily due to $1.27 billion lower first year sales of
individual annuities in the wholesale channel partially offset by higher sales
in the retail channel. First year life premiums and deposits increased $76.6
million principally due to higher sales of interest sensitive life products.
Surrenders and Withdrawals. Total policy and contract surrenders and withdrawals
increased $1.07 billion to $6.01 billion during 2004 compared to $4.94 billion
in 2003 with increases of $803.8 million, $255.9 million and $9.0 million being
reported for individual annuity, variable and interest sensitive life and
traditional life products, respectively. The annuity surrender rates decreased
from 8.4% in 2003 to 8.0% in 2004. The individual life surrender rate increased
to 5.2% in 2004 from 4.4% in the prior year. AXA Equitable's individual life
surrender rate included the impact of the surrender of a single large company
owned life insurance ("COLI") policy in first quarter 2004 and a large partial
withdrawal from a COLI policy in third quarter 2004. The trends in surrenders
and withdrawals continue to fall within the range of expected experience.
7-4
INVESTMENT SERVICES.
The table that follows presents the operating results of the Investment Services
segment, consisting principally of Alliance's operations.
INVESTMENT SERVICES - RESULTS OF OPERATIONS
(IN MILLIONS)
2004 2003
--------------- ----------------
Revenues:
Investment advisory and services fees (1)............................. $ 2,113.4 $ 1,882.4
Distribution revenues................................................. 447.3 436.0
Institutional research services....................................... 303.6 267.9
Shareholder servicing fees............................................ 87.5 94.3
Other revenues, net (1)............................................... 79.7 57.9
--------------- ----------------
Total revenues.................................................... 3,031.5 2,738.5
--------------- ----------------
Expenses:
Alliance employee compensation and benefits........................... 1,085.2 914.5
Promotion and servicing:
Distribution plan payments......................................... 374.2 370.6
Amortization of deferred sales commissions......................... 177.4 208.6
Other promotion and servicing expenses............................. 173.8 165.0
Alliance interest expense............................................. 24.2 25.3
Amortization of other intangible assets, net.......................... 20.7 25.1
Other operating expenses.............................................. 447.2 380.8
Charge for mutual fund matters and legal proceedings.................. - 330.0
--------------- ----------------
Total expenses.................................................... 2,302.7 2,419.9
--------------- ----------------
Earnings from Continuing Operations before
Income Taxes and Minority Interest................................... $ 728.8 $ 318.6
=============== ================
(1) Includes fees earned by Alliance totaling $36.6 million and $37.6 million
in 2004 and 2003, respectively, for services provided to the Insurance
Group.
Investment Services' pre-tax earnings from continuing operations for 2004 were
$728.8 million, an increase of $410.2 million from the prior year. Revenues
totaled $3.03 billion in 2004, an increase of $293.0 million from 2003, as a
$231.0 million increase in investment advisory and services fees, $35.7 million
higher institutional research services revenues, a $21.8 million increase in
other revenues net and $11.3 million higher distribution revenues were partially
offset by $6.8 million lower shareholder servicing fees due to outsourcing
certain services and a lower number of accounts serviced. Investment advisory
and services fees include brokerage transaction charges for SCB LLC. The
increase in investment advisory and services fees primarily resulted from a
14.7% increase in average assets under management ("AUM") resulting from market
appreciation of AUM and net asset inflows as well as an increase in performance
fees from $81.8 million in 2003 to $92.5 million in 2004. Higher performance
fees in 2004 were attributable to higher global and fixed income fees from
strong investment outperformance. The 2003 performance fees were earned
primarily by certain value equity and fixed income based hedge funds. The
increase in institutional research services revenues was due to higher market
share of NYSE volume and higher revenues from growth in European operations
partly offset by lower domestic pricing. The increase in other revenues, net in
2004 was principally a result of interest income and net investment gains
recorded in connection with the consolidation of a joint venture and its funds
under management as a result of the application of FIN 46(R). The increase in
distribution revenues was principally due to higher average mutual fund AUM.
The segment's total expenses were $2.30 billion in 2004, compared to $2.42
billion in 2003, a decrease of $117.2 million. The 2003 total included the
$330.0 million charge related to Alliance's charge for mutual fund matters and
legal proceedings. When this charge is excluded, the Investment Services
segment's total expenses would have increased $212.8 million in 2004 as an $18.8
million decrease in promotion and servicing expenses and small declines in
interest expense and amortization of intangibles were more than offset by the
$170.7 million and $66.4 million increases in Alliance employee compensation and
benefits and other operating expenses, respectively. The decrease in promotion
and servicing expense reflected lower amortization of deferred sales commissions
resulting
7-5
from lower B-share mutual fund sales, partially offset by higher travel and
entertainment and printing costs. There was a $170.7 million increase in
Alliance employee compensation and benefits in 2004 as compared to 2003 as a
result of increases in all components of compensation and benefits. Base
compensation, fringes and other compensation increased in 2004 primarily due to
merit increases and higher recruitment costs. Incentive compensation in 2004
increased due to higher short-term incentive compensation expense reflecting the
increase in net income caused by the 2003 change to income for mutual fund
matters and legal proceedings and higher amortization of deferred compensation
expense, due to vesting of prior year awards. Compensation expense was higher in
2004 primarily due to higher revenues in institutional investment management,
private client and institutional research services. Other operating expenses
increased $66.4 million to $447.2 million in 2004 primarily due to a $16.9
million loss on disposal of fixed assets, higher occupancy costs, higher
Sarbanes-Oxley 404 related costs and higher information technology costs. On
March 11, 2005, discussions commenced between Alliance and the NASD that
Alliance's management believes will conclude the SEC and NASD directed brokerage
investigations. Accordingly, Alliance recorded a $5.0 million charge, reported
in other operating expenses in 2004.
In relation to the settlement with the SEC and the New York Attorney General
("NYAG") regarding their investigations into trading practices in certain of
Alliance's sponsored mutual funds in December 2003, Alliance recorded $330.0
million changes to income in connection with establishing the $250.0 million
restitution fund and certain other matters. During 2004, Alliance paid $296
million (including the $250 million to the restitution fund) and has
cumulatively paid $302 million related to these matters. However, Alliance's
management cannot determine at this time the eventual outcome, timing or impact
of these matters. Accordingly, it is possible additional changes may be required
in the future.
ASSETS UNDER MANAGEMENT
A breakdown of the Company's and the Holding Company's AUM follows:
ASSETS UNDER MANAGEMENT
(IN MILLIONS)
DECEMBER 31,
--------------------------------------
2004 (3) 2003
------------------ ------------------
Third party (1).......................................................... $ 473,791 $ 413,956
AXA Equitable General Account, the Holding Company
and its other affiliates (2).......................................... 58,333 42,059
Insurance Group Separate Accounts........................................ 65,890 54,438
------------------ ------------------
Total Assets Under Management........................................ $ 598,014 $ 510,453
================== ==================
(1) Includes $22.62 billion and $15.97 billion of assets managed on behalf of
AXA affiliates at December 31, 2004 and 2003, respectively. Also included
in 2004 and 2003 are $12.48 billion and $10.0 billion, respectively, in
assets related to an Australian joint venture between Alliance and an AXA
affiliate.
(2) Includes invested assets of the Company, the Holding Company and its other
affiliates not managed by Alliance, principally cash and short-term
investments and policy loans, totaling approximately $12.37 billion and
$8.24 billion at December 31, 2004 and 2003, respectively, as well as
mortgages and equity real estate totaling $5.96 billion and $4.49 billion
at December 31, 2002 and 2003, respectively.
(3) Includes the assets of and those managed by the MONY Companies beginning
third quarter 2004.
Third party AUM increased $59.84 billion to $473.79 billion in 2004 primarily
due to increases at Alliance, with the MONY Companies contributing $6.83 billion
at December 31, 2004. AXA Equitable General Account, Holding Company and its
other affiliates AUM increased $16.27 billion from the total reported in 2003
due to the MONY Companies' $13.02 billion impact as well as higher sales of AXA
Equitable General Account based products. The $11.52 billion increase in
Insurance Group Separate Accounts AUM in 2004 resulted from $5.77 billion in
appreciation due to improving market and $4.07 billion in net new deposits in
addition to the MONY Companies' addition of $4.85 billion, partially offset by
the conversion of an institutional real estate Separate Account into an
unaffiliated private REIT in second quarter 2004.
Alliance's AUM increased $61.49 billion to $538.76 billion in 2004 from $477.27
billion in 2003; $55.2 billion of the increase resulted from market appreciation
due to equity market gains principally during fourth quarter 2004 and
7-6
$6.33 billion to net asset inflows. Active equity growth and active equity value
account AUM, which comprise 58.6% of Alliance's total AUM at December 31, 2004,
increased by 16.1%, while active fixed income account AUM increased by 9.5%. Net
inflows of $7.7 million and $4.7 million, respectively, in the institutional
investment management and the private client categories were partially offset by
net outflows of $6.1 million in the retail channel.
On October 28, 2004, Alliance announced that Alliance and Federated Investors,
Inc. ("Federated") had reached a definitive agreement for Federated to acquire
Alliance's cash management services. Under the agreement, up to $29 billion in
assets from 22 of Alliance's third-party-distributed money market funds will be
transitioned into Federated money market funds. The boards of directors at both
Federated and Alliance have approved the transaction, but it is still subject to
customary closing considerations. The transaction, which is expected to close in
phases occurring between the first and third quarters of 2005, includes initial
cash payments to Alliance of $26 million due at the transaction closing dates,
and additional payments consisting of annual contingent purchase price payments
payable over five years and a final contingent $10 million payment.
The transaction does not include the assets of AllianceBernstein Exchange
Reserves, Inc., which will continue to be available to investors in other retail
products. In addition, Alliance will continue to meet the liquidity needs of
clients in its private client services, managed account programs and
institutional investment management services. The capital gain, net of income
taxes and minority interest, which would be recognized upon the closing of the
transaction in 2005 is not expected to be material to the Company. Estimated
contingent payments received from Federated in the five years following the
closing are expected to be similar in amount to the business's anticipated
profit contribution over that period. The overall effect on earnings is,
therefore, expected to be immaterial.
OTHER DISCONTINUED OPERATIONS
Earnings from Other Discontinued Operations of $7.9 million in 2004 as compared
to $3.4 million in 2003 reflect releases of the allowance for future losses due
primarily to improved actual and projected investment results.
LIQUIDITY AND CAPITAL RESOURCES
AXA EQUITABLE
The principal sources of AXA Equitable's cash flows are premiums, deposits and
charges on policies and contracts, investment income, repayments of principal
and proceeds from sales of fixed maturities, sales of other General Account
Investment Assets and dividends and distributions from subsidiaries.
AXA Equitable's liquidity requirements principally relate to the liabilities
associated with its various life insurance, annuity and group pension products
in its continuing operations; the liabilities of discontinued operations;
shareholder dividends to AXA Financial; and operating expenses, including debt
service. AXA Equitable's liabilities include 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.
Sources of Liquidity. AXA Equitable's primary source of short-term liquidity to
support continuing and discontinued insurance operations is a pool of highly
liquid, high quality short-term instruments structured to provide liquidity in
excess of the expected cash requirements. At December 31, 2004, this asset pool
included an aggregate of $939.3 million in highly liquid short-term investments,
as compared to $826.3 million at December 31, 2003. 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.
7-7
Other liquidity sources include dividends and distributions from Alliance. In
2004, AXA Equitable received cash distributions from Alliance and Alliance
Holding of $174.2 million as compared to $241.9 million in 2003. Cash
distributions in 2004 were lower as a result of the market timing settlements at
Alliance.
Management believes there is sufficient liquidity in the form of short-term
assets and its bond portfolio together with cash flows from operations,
scheduled maturities of fixed maturities and borrowings available under its
commercial paper program and bank credit facilities to satisfy AXA Equitable's
liquidity needs.
Liquidity Requirements. AXA Equitable's liquidity needs are affected by
fluctuations in mortality and other benefit payments and in the level of
surrenders and withdrawals previously discussed in "Results of Continuing
Operations by Segment - Insurance," as well as by dividends to its shareholder.
In 2004 and 2003, respectively, AXA Equitable paid shareholder dividends
totaling $ 500.0 million and $400.0 million.
Management from time to time explores selective acquisition opportunities in
insurance and investment services businesses.
Management believes the Insurance Group has adequate internal sources of funds
for its presently anticipated needs.
Bernstein Put. In connection with Alliance's acquisition of Bernstein, the
Holding Company agreed to provide liquidity to the former Bernstein shareholders
after a two-year lock-out period which ended October 2002. In fourth quarter
2002, a subsidiary of AXA Equitable, as designee of the Holding Company,
acquired 8.16 million of these Alliance Units at the aggregate market price of
$249.7 million; there were no additional acquisitions in 2003. On March 5, 2004,
a subsidiary of AXA Equitable acquired 8.16 million Alliance Units for an
aggregate market price of $308.7 million. On December 21, 2004 the Holding
Company and a subsidiary of AXA Equitable acquired 5.61 million and 2.55 million
additional Alliance units for aggregate market price of $225.0 million and
$102.0 million, respectively. At December 31, 2004, the Company's consolidated
economic interest in Alliance was 46.4% while AXA Financial's total consolidated
economic interest in Alliance was approximately 61.3%. The remaining 16.3
million Alliance Units still held by the former Bernstein shareholders at
December 31, 2004 may be sold to the Holding Company or its designee at the
prevailing market price over the remaining five years ending in 2009. Generally,
not more than 20% of the original Units issued to the former Bernstein
shareholders may be put to the Holding Company in any one annual period.
ALLIANCE
Alliance's principal sources of liquidity have been cash flows from operations
and proceeds from the issuance, both publicly and privately, of debt and
Alliance Units. Alliance requires financial resources to fund commissions paid
on certain back-end load mutual fund sales, to fund distributions to
Unitholders, to fund capital expenditures and for general working capital
purposes.
Alliance has an $800.0 million five-year revolving credit facility entered into
in September 2002 with a group of commercial banks and other lenders. Of the
total, $425 million provides back-up liquidity for Alliance's $425 million
commercial paper program, with the balance available for general purposes,
including capital expenditures and funding payment of deferred sales commissions
to financial intermediaries. The facility's interest rate, at Alliance's option,
is a floating rate generally based on a defined prime rate, a rate related to
LIBOR or the Federal funds rate. To supplement its commercial paper program,
Alliance maintains a $100 million Extendible Commercial Notes ("ECN") program.
ECNs are short-term uncommitted debt instruments that do not require back-up
liquidity support. No amounts were outstanding at December 31, 2003 under any of
these programs.
Certain of Alliance's deferred and other compensation plans provide for the
election by participants to receive Alliance Holding units or Alliance sponsored
mutual funds. From time to time, Alliance will fund participant elections. In
2004 and 2003, respectively, subsidiaries of Alliance purchased Alliance Holding
units totaling $46.6 million and $72.4 million for such plans.
Management believes Alliance's substantial equity base, its access to public and
private debt and its cash flows from operations will provide the financial
resources to meet its capital and general business requirements. For further
information, see Alliance's Annual Report on Form 10-K for the year ended
December 31, 2004.
7-8
SUPPLEMENTARY INFORMATION
The Company is involved in a number of ventures and transactions with AXA and
certain of its affiliates. At December 31, 2004, AXA Equitable had outstanding a
$400.0 million, 5.89% loan to AXA Insurance Holding Co., Ltd., a Japanese
subsidiary of AXA. All payments, including interest, are guaranteed by AXA.
Alliance provides investment management and related services to AXA, the Holding
Company and AXA Equitable and certain of their subsidiaries and affiliates. In
2001, Alliance entered into joint ventures with an Australian affiliate of AXA
and recognized management fees of $19.8 million, $15.0 million and $12.4 million
in 2004, 2003 and 2002, respectively. The Holding Company, AXA Equitable and
Alliance, along with other AXA affiliates, participate in certain cost sharing
and servicing agreements that include technology and professional development
arrangements. Payments by AXA Equitable to AXA totaled approximately $30.2
million and $16.7 million in 2004 and 2003, respectively. See Notes 19 and 22 of
Notes to the Consolidated Financial Statements and Alliance's Report on Form
10-K for the year ended December 31, 2004 for information on related party
transactions.
A schedule of future payments under certain of the Company's consolidated
contractual obligations follows:
CONTRACTUAL OBLIGATIONS - DECEMBER 31, 2004
(IN MILLIONS)
PAYMENTS DUE BY PERIOD
----------------------------------------------------------------
LESS THAN OVER
TOTAL 1 YEAR 1 - 3 YEARS 4 - 5 YEARS 5 YEARS
--------------- ---------------- ------------ ------------- -------------------
CONTRACTUAL OBLIGATIONS:
LONG-TERM DEBT.................. $ 1,008.3 $ 399.9 $ 408.4 $ - $ 200.0
OPERATING LEASES................ 1,273.2 131.9 231.8 193.7 715.8
--------------- ---------------- ------------ ------------- ------------------
TOTAL CONTRACTUAL
OBLIGATIONS................. $ 2,281.5 $ 531.8 $ 640.2 $ 193.7 $ 915.8
=============== ================ ============ ============= ===================
Interest on long-term debt will be approximately $130.9 million, $76.0 million,
$60.0 million, $58.3 million and $56.5 million in 2005, 2006, 2007, 2008 and
2009, respectively. The Company also has contractual obligations to the policy
and contractholders of its various life insurance and annuity products and/or
their designated beneficiaries. These obligations include paying death claims
and making annuity payments. The timing of such payments depends upon such
factors as the mortality and persistency of its customer base.
Alliance funded participant elections under certain of its deferred compensation
plans during the first two months of 2005. Alliance made purchases of the cash
equivalent of the notional value of company-sponsored mutual funds totaling
$186.0 million. Alliance Holding units with an aggregate value of approximately
$35.0 million previously purchased and held in a deferred compensation trust at
December 31, 2004 were allocated towards this award. Alliance had a $148.0
million accrual for compensation and benefits, of which $48.4 million is
expected to be paid in 2006-2007, $27.7 million in 2008-2009 and the rest
thereafter. Further, Alliance expects to make contributions to its qualified
profit sharing plan of approximately $21.0 million in each of the next four
years. Alliance is required to contribute additional amounts to its qualified
noncontributory defined retirement plan by January 15, 2006. The current
estimate of this payment is $3.5 million; Alliance expects to make this
contribution during 2005.
In addition, the Company has obligations under contingent commitments at
December 31, 2003, including: Alliance's revolving credit facility and
commercial paper program; Alliance's $100.0 million ECN program; the Insurance
Group's $169.9 million letters of credit; Alliance's $125.0 million guarantee on
behalf of SCB LLC; and the Company's guarantees or commitments to provide equity
financing to certain limited partnerships of $418.2 million. Information on
these contingent commitments can be found in Notes 10, 15 and 21 of Notes to
Consolidated Financial Statements.
Further, the Company is exposed to potential risk related to its own ceded
reinsurance agreements with other insurers and to insurance guaranty fund laws
in all 50 states, the District of Columbia and Puerto Rico. Under these laws,
insurers doing business in these states can be assessed amounts up to prescribed
limits to protect policyholders of companies that become impaired or insolvent.
7-9
CRITICAL ACCOUNTING ESTIMATES
The Company's management narrative is based upon the Company's consolidated
financial statements that have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions (including normal, recurring accruals) that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis, the
Company evaluates its estimates, including those related to investments,
recognition of insurance income and related expenses, DAC, future policy
benefits, recognition of Investment Services revenues and related expenses and
pension cost. 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. Actual results could differ from those estimates
under different assumptions or conditions.
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.
Investments - The Company records an investment impairment charge when it
believes an investment has experienced a decline in fair value that is other
than temporary. Identifying those situations requires management's careful
consideration of the facts and circumstances, including but not limited to the
duration and extent to which the fair value has been depressed, the financial
position, cash flows, and near-term earnings potential of the issuer, as well as
the Company's ability and intent to retain the investment to allow sufficient
time for any anticipated recovery in fair value. The basis for measuring fair
value may require utilization of investment valuation methodologies, such as
discounted cash flow analysis, if quoted market prices are not readily
available.
Recognition of Insurance Income and Related Expenses - 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
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. Secular
trends 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.
DAC - For universal life and investment-type contracts and participating
traditional life policies, DAC amortization may be affected by changes in
estimated gross profits and margins principally related to investment results,
Separate Account fees, mortality and expense margins, lapse rates and
anticipated surrender charges. Should revisions to estimated gross profits or
margins be required, the effect is reflected in earnings in the period such
estimated gross profits are revised. Additionally, the level of operating
expenses of the Insurance Group that can be deferred is another significant
factor in that business' reported profitability in any given period.
Future Policy Benefits - Future policy benefit liabilities for traditional
policies are based on actuarial assumptions as to such factors as mortality,
morbidity, persistency, interest and expenses and, in the case of participating
policies, expected annual and terminal dividends. Determination of the GMDB/GMIB
liabilities is based on models that involve numerous estimates and subjective
judgments, including those regarding expected market rates of return and
volatility, contract surrender rates, mortality experience and, for GMIB, GMIB
election rates. Premium deficiency reserves are based upon estimates of future
gross premiums, expected policy benefits and other expenses. The allowance for
future losses for the discontinued Wind-Up Annuities business is based upon
numerous estimates and subjective judgments regarding the expected performance
of the related invested assets, future asset reinvestment rates and future
benefit payments.
Recognition of Investment Services Revenues and Related Expenses - The
Investment Services segment's revenues are largely dependent on the total value
and composition of assets under management. The most significant factors that
could affect segment 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.
Performance 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.
7-10
Capitalized sales 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 expected to be recovered from distribution plan payments received
from those funds and from contingent deferred sales charges 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 Cost - Net periodic pension cost is the aggregation of the compensation
cost of benefits promised, interest cost resulting from deferred payment of
those benefits, and investment results of assets dedicated to fund those
benefits. Each cost component is based on the Company's best estimate of
long-term actuarial and investment return assumptions. Actual experience
different from that assumed generally is recognized prospectively over future
periods; however, significant variances could result in immediate recognition if
they exceed certain prescribed thresholds or in conjunction with a
reconsideration of the related assumptions.
Consolidation - The Company includes in its consolidated financial statements
the accounts and activities of AXA Equitable, those of its subsidiaries engaged
in insurance related businesses; other subsidiaries, principally Alliance; and
those investment companies, partnerships and joint ventures in which the Company
has control and a majority economic interest as well as those VIEs that meet the
requirements for consolidation. All significant intercompany transactions and
balances except those with discontinued operations have been eliminated in
consolidation.
FORWARD-LOOKING STATEMENTS AND RISK CONSIDERATIONS
The Company's management has made in this report, and from time to time may make
in its public filings and press releases as well as in oral presentations and
discussions, forward-looking statements concerning the Company's operations,
economic performance and financial position. Forward-looking statements include,
among other things, discussions concerning the Company's potential exposure to
market risks, as well as statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions, as indicated by
words such as "believes," "estimates," "intends," "anticipates," "expects,"
"projects," "should," "probably," "risk," "target," "goals," "objectives," or
similar expressions. The Company claims the protection afforded by the safe
harbor for forward-looking statements contained in Section 21E of the Exchange
Act, and assumes no duty to update any forward-looking statement.
Forward-looking statements are based on management's expectations and beliefs
concerning future developments and their potential effects and are subject to
risks and uncertainties. Actual results could differ materially from those
anticipated by forward-looking statements due to a number of important factors
including those discussed elsewhere in this report and in the Company's other
public filings, press releases, oral presentations and discussions. The
following discussion highlights some of the more important risk and other
factors that could cause such differences and/or, if realized, could have a
material adverse effect on the Company's consolidated financial position and/or
results of operations.
Market Risk. The Company's businesses are subject to market risks arising from
its insurance asset/liability management, investment management and trading
activities. The primary market risk exposures result from interest rate
fluctuations, equity price movements and changes in credit quality. The nature
of each of these risks is discussed under the caption "Quantitative and
Qualitative Disclosures About Market Risk" and in Note 14 of Notes to
Consolidated Financial Statements, both contained herein.
Increased volatility of equity markets can impact profitability of the Insurance
and Investment Services segments. For the Insurance Group, in addition to
impacts on equity securities held in the General Account, significant changes in
equity markets impact asset-based policy fees charged on variable life and
annuity products. Moreover, for variable life and annuity products with
GMDB/GMIB and other guaranteed features, sustained periods with declines in the
value of underlying Separate Account investments would increase the Insurance
Group's net exposure to guaranteed benefits under those contracts (increasing
claims and reserves, net of any reinsurance) at a time when fee income for these
benefits is also reduced from prior period levels. Increased volatility of
equity markets also will result in increased volatility of the fair value of the
GMIB reinsurance contracts.
Equity market volatility also may impact DAC amortization on variable and
universal life insurance contracts, variable annuities and participating
traditional life contracts. To the extent that actual market trends, and
reasonable expectations as to future performance drawn from those trends, lead
to reductions in the investment return and/or other related estimates underlying
the DAC amortization rates, DAC amortization could be accelerated. Volatile
equity markets can also impact the level of contractholder surrender activity,
which, in turn, can impact future profitability.
7-11
Interest rate fluctuations, equity price movements and changes in credit quality
may also affect invested assets held in the qualified pension plan which could
impact future pension plan costs.
The effects of significant equity market fluctuations on the Insurance Group's
operating results can be complex and subject to a variety of estimates and
assumptions, such as assumed rates of long-term equity market performance,
making it difficult to reliably predict effects on operating earnings over a
broad range of equity markets performance alternatives. Further, these effects
may not always be proportional for market increases and market decreases.
Margins on interest-sensitive annuities and universal life insurance can be
affected by interest rate fluctuations. In a declining interest rate
environment, credited rates can generally be adjusted more quickly than the
related invested asset portfolio is affected by declining reinvestment rates,
tending to result in higher net interest margins on interest-sensitive products
in the short term. However, under scenarios in which interest rates fall and
remain at significantly lower levels, minimum guarantees on interest-sensitive
annuities and universal life insurance (generally 1.5% to 4.5%) could cause the
spread between the yield on the portfolio and the interest rate credited to
policyholders to deteriorate and in some cases, potentially, to become negative.
For both interest-sensitive annuities and universal life insurance, a rapid and
sustained rise in interest rates poses risks of deteriorating spreads and high
surrenders. In such an environment, there is pressure to increase credited rates
on interest-sensitive products to match competitors' new money rates. However,
such changes in credited rates generally occur more quickly than the earned
rates on the related invested asset portfolios reflect changes in market yields.
The greater and faster the rise in interest rates, the more the earned rates
will tend to lag behind market rates.
For the Investment Services segment, significant changes in equity markets can
impact revenues and the recoverability of deferred costs. See "Other Risks of
the Investment Services Segment" below.
Other Risks of the Insurance Segment. The Insurance Group's future sales of life
insurance and annuity products and financial planning services are dependent on
numerous factors including: successful implementation of the Company's strategy;
the intensity of competition from other insurance companies, banks and other
financial institutions; conditions in the securities markets; the strength and
professionalism of distribution channels; the continued development of
additional channels; the financial and claims-paying ratings of AXA Equitable;
its reputation and visibility in the market place; its ability to develop,
distribute and administer competitive products and services in a timely,
cost-effective manner; its ability to provide effective financial planning
services that meet its customers' expectations; its ability to obtain
reinsurance for certain products, the offering of which products depends upon
the ability to reinsure all or a substantial portion of the risks; its
investment management performance; and unanticipated changes in industry trends.
In addition, the nature and extent of competition and the markets for products
sold by the Insurance Group may be materially affected by changes in laws and
regulations, including changes relating to savings, retirement funding and
taxation. Recent legislative tax changes have included, among other items,
changes to the taxation of corporate dividends and capital gains. Management
cannot predict what other proposals may be made, what legislation, if any, may
be introduced or enacted or what the effect of any other such legislation might
be. See "Business - Regulation" contained herein.
The profitability of the Insurance Group depends on a number of factors
including: levels of gross operating expenses and the amount which can be
deferred as DAC and software capitalization; successful implementation of
expense-reduction initiatives, secular trends; increased costs and impact of
compliance, regulatory examinations and oversight; the ability to reach sales
targets for key products including the continuing market receptivity of its
variable annuity product, Accumulator(R) `04; the Company's mortality,
morbidity, persistency and claims experience; margins between investment results
from General Account Investment Assets and interest credited on individual
insurance and annuity products, which are subject to contractual minimum
guarantees; the level of claims and reserves on contracts with GMDB/GMIB and
other guaranteed features, the impact of related reinsurance and the
effectiveness of any program to hedge certain risks associated with such
features; the account balances against which policy fees are assessed on
universal and variable life insurance and variable annuity products; the pattern
of DAC amortization which is based on models involving numerous estimates and
subjective judgments including those regarding investment, mortality and expense
margins, expected market rates of return, lapse rates and anticipated surrender
charges; the adequacy of reserves and the extent to which subsequent experience
differs from management's estimates and assumptions, including future
reinvestment rates, used in determining those reserves; and the effects of any
future terrorist attacks or the war on terrorism. With regard to terrorism
generally, in August 2004, the Federal government announced a heightened threat
level for financial institutions. In establishing the amount of the
7-12
liabilities and reserves of the Insurance Group associated with the risks
assumed in connection with reinsurance pools and arrangements, the Insurance
Group relies on the accuracy and timely delivery of data and other information
from ceding companies.
Recoverability of DAC is dependent on future contract cash flows (including
premiums and deposits, contract charges, benefits, surrenders, withdrawals, and
expenses), which can be affected by equity market and interest rate trends as
well as changes in contract persistency levels. The ability of the Insurance
Group to reach its sales targets will depend, in part, on the market receptivity
of its redesigned variable annuity product, Accumulator(R) '04, which was
introduced in September 2003. The performance of General Account Investment
Assets depends, among other things, on levels of interest rates and the markets
for equity securities and real estate, the need for asset valuation allowances
and writedowns, and the performance of equity investments that have created, and
in the future may create, significant volatility in investment income.
Other Risks of the Investment Services Segment. Alliance's revenues are largely
dependent on the total value and composition of assets under its management and
are, therefore, affected by the performance of financial markets, the investment
performance of sponsored investment products and separately managed accounts,
additions and withdrawals of assets, purchases and redemptions of mutual funds
and shifts of assets between accounts or products with different fee structures,
as well as general economic conditions, future acquisitions, competitive
conditions and government regulations, including tax rates. See "Results of
Continuing Operations by Segment - Investment Services" contained herein.
Recently, a number of regulators have been focusing attention on various
practices in or affecting the investment management and/or mutual fund
industries, including, among others, late trading, market timing, revenue
sharing and directed brokerage. In December 2003, Alliance resolved regulatory
claims with the SEC and NYAG related to market timing in certain of its mutual
funds. Alliance's involvement in the market timing investigations and related
matters may have an adverse effect on the Company's and Alliance's assets under
management, including an increase in mutual fund redemptions, and may cause
general reputational damage, both of which could adversely affect the Company's
and Alliance's results of operations.
Payments of sales commissions by Alliance to financial intermediaries in
connection with the sale of back-end load shares under Alliance's mutual fund
distribution system are capitalized as deferred sales commissions and amortized
over periods not exceeding five and one-half years, the periods of time during
which the deferred sales commission asset is expected to be recovered.
Contingent deferred sales charge ("CDSC") cash recoveries are recorded as
reductions of unamortized deferred sales commissions when received. The amount
recorded for the net deferred sales commission asset was $254.5 million and
$387.2 million at December 31, 2004 and 2003, respectively. Payments of sales
commissions made to financial intermediaries in connection with the sale of
back-end load shares under Alliance's mutual fund distribution system, net of
CDSC received of $32.9 million, $37.5 million and $52.8 million, respectively,
totaled approximately $44.6 million, $94.6 million and $81.6 million during
2004, 2003 and 2002, respectively.
Alliance's management tests the deferred sales commission asset for
recoverability quarterly, or monthly when events or changes in circumstances
occur that could significantly increase the risk of impairment of the asset.
Significant assumptions utilized to estimate the company's 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. At December 31, 2004, Alliance's
management used average market return assumptions of 5% for fixed income and 8%
for equity to estimate annual market returns. Higher actual average market
returns would increase undiscounted future cash flows, while lower actual
average market returns would decrease undiscounted future cash flows. Future
redemption rate assumptions were determined by reference to actual redemption
experience over the five-year, three-year and one-year periods ended December
31, 2004. Based on the actual redemption rates, including increased redemption
rates experienced more recently, Alliance's management used a range of possible
annual redemption rates of 19%, 23% and 25% at December 31, 2004, calculated as
a percentage of the company's average assets under management of back-end load
shares. An increase in the actual rate of redemptions would decrease
undiscounted future cash flows, while a decrease in the actual rate of
redemptions would increase undiscounted future cash flows. These assumptions are
reviewed and updated quarterly, or monthly when events or changes in
circumstances occur that could significantly increase the risk of impairment of
the asset. 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 future cash flows are compared to the recorded value of
the deferred sales commission asset. Alliance's management considers the results
of these analyses performed at various dates. As of December 31, 2004,
Alliance's management determined that the deferred sales commission asset was
not impaired. If Alliance'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 Alliance management's best estimate of future cash flows
discounted to a present value amount.
7-13
During 2004, equity markets increased by approximately 11% as measured by the
change in the Standard & Poor's 500 Stock Index while fixed income markets
increased by approximately 4% as measured by the change in the Lehman Brothers'
Aggregate Bond Index. The redemption rate for domestic back-end load shares was
approximately 25.1% in 2004. Declines in financial markets or higher redemption
levels, or both, as compared to the assumptions used to estimate undiscounted
future cash flows, could result in the impairment of the deferred sales
commission asset. Due to the volatility of the capital markets and changes in
redemption rates, Alliance's management is unable to predict whether or when a
future impairment of the deferred sales commission asset might occur. Any
impairment would reduce materially the recorded amount of the deferred sales
commission asset with a corresponding charge to earnings.
Other Discontinued Operations. The determination of the allowance for future
losses for the discontinued Wind-Up Annuities continues to involve numerous
estimates and subjective judgments including those regarding expected
performance of investment assets, asset reinvestment rates, ultimate mortality
experience and other factors that affect investment and benefit projections.
There can be no assurance the losses provided for will not differ from the
losses ultimately realized. To the extent actual results or future projections
of Other Discontinued Operations differ from management's current best estimates
underlying the allowance, the difference would be reflected as earnings or loss
from discontinued operations within the consolidated statements of earnings. In
particular, to the extent income, sales proceeds and holding periods for equity
real estate differ from management's previous assumptions, periodic adjustments
to the allowance are likely to result.
Disclosure and Internal Control System. There are inherent limitations in the
effectiveness of any system of disclosure and internal controls, including the
possibilities of faulty judgments in decision-making, simple error or mistake,
fraud, the circumvention of controls by individual acts or the collusion of two
or more people, or management override of controls. Accordingly, even an
effective disclosure and internal control system can provide only reasonable
assurance with respect to disclosure and financial statement preparation.
Further, because of changes in conditions, the effectiveness of a disclosure and
internal control system may vary over time.
Technology and Information Systems. The Company's information systems are
central to, among other things, designing and pricing products, marketing and
selling products and services, processing policyholder and investor
transactions, client recordkeeping, communicating with retail sales associates,
employees and clients, and recording information for accounting and management
purposes in a secure and timely manner. These systems are maintained to provide
customer privacy and are tested to ensure the viability of business resumption
plans. Any significant difficulty associated with the operation of such systems,
or any material delay or inability to develop needed system capabilities, could
have a material adverse effect on the Company's results of operations and,
ultimately, its ability to achieve its strategic goals.
Legal Environment. A number of lawsuits have been filed against life and health
insurers involving insurers' sales practices, alleged agent misconduct, failure
to properly supervise agents and other matters. Some of the 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. The
Holding Company's insurance subsidiaries, including AXA Equitable, like other
life and health insurers, are involved in such litigation. While no such lawsuit
has resulted in an award or settlement of any material amount against the
Company to date, its 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 the Holding Company and its subsidiaries. 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
regulatory and related agencies including, among others, state insurance and
securities regulators could result in adverse publicity, sanctions and fines. In
the last year, AXA Equitable, EQAT, Multimanager Trust, VIP Trust, AXA Advisors,
AXA Distributors and other AXA Financial
7-14
subsidiaries have provided information and documents to the SEC, the NASD and
state attorneys general and insurance and securities regulators on a wide range
of issues, including supervisory issues, market timing, late trading, valuation
suitability, replacements and exchanges of variable life insurance and
annuities, collusive bidding and other inappropriate solicitation activities,
"revenue sharing" and directed brokerage arrangements, investment company
directed brokerage arrangements, fund portfolio brokerage commissions, mutual
fund sales and marketing and "networking arrangements". At this time, management
cannot predict what other actions the SEC, NASD and/or other regulators may take
or what the impact of such actions might be. Fines and other sanctions could
result from pending regulatory matters. For further information, see "Business -
Regulation" and "Legal Proceedings" contained herein.
Future Accounting Pronouncements. In the future, new accounting pronouncements,
as well as new interpretations of accounting pronouncements, may have material
effects on the Company's consolidated statements of earnings and shareholder's
equity. See Note 2 of Notes to Consolidated Financial Statements for
pronouncements issued but not effective at December 31, 2004.
Regulation. The businesses conducted by the Holding Company's subsidiaries,
including AXA Equitable, are subject to extensive regulation and supervision by
state insurance departments and Federal and state agencies regulating, among
other things, insurance and annuities, securities transactions, investment
companies, investment advisors and anti-money laundering compliance programs.
Changes in the regulatory environment, including increased activism by state
attorneys general and insurance commissioners, could have a material impact on
operations and results. The activities of the Insurance Group are subject to the
supervision of the insurance regulators of each of the 50 states, the District
of Columbia, Puerto Rico, the U.S. Virgin Islands and nine of Canada's twelve
provinces and territories. See "Business - Regulation" contained herein.
7-15
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 between
investment results from assets held in the General Account associated with the
continuing operations ("General Account Investment Assets") and Other
Discontinued Operations of the Insurance Group 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.
Insurance Group assets with interest rate risk include fixed maturities and
mortgage loans that make up 86.5% of the carrying value of General Account
Investment Assets at December 31, 2004. 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 basis point increase in interest rates at
December 31, 2004 and 2003 would have on the fair value of fixed maturities and
mortgage loans:
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2004 December 31, 2003
------------------------------------ ------------------------------------
BALANCE AFTER Balance After
FAIR +100 BASE Fair +100 Basis
VALUE POINT CHANGE Value Point Change
------------------ ---------------- ----------------- -----------------
Continuing Operations:
Fixed maturities:
Fixed rate........................ $ 30,778.2 $ 29,152.5 $ 29,144.7 $ 27,690.1
Floating rate..................... 305.3 303.1 350.8 349.9
Mortgage loans...................... 3,321.4 3,186.1 3,761.7 3,614.2
Other Discontinued Operations:
Fixed maturities:
Fixed rate........................ $ 702.1 $ 673.9 $ 716.4 $ 685.8
Mortgage loans...................... 23.0 22.6 69.4 68.0
A 100 basis point fluctuation 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
The investment portfolios also have direct holdings of public and private equity
securities. In 2003 prior to the implementation of SOP 03-1, the General Account
was exposed to equity price risk from the excess of Separate Accounts assets
over Separate Accounts liabilities. In 2004, such amounts are included in
General Account assets. 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, 2004
and 2003:
EQUITY PRICE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2004 December 31, 2003
----------------------------------------- ---------------------------------
BALANCE AFTER Balance After
FAIR -10% EQUITY Fair -10% Equity
VALUE PRICE CHANGE Value Price Change
------------------ --------------------- ------------- --------------------
Insurance Group:
Continuing operations.............. $ 229.7 $ 206.7 $ 13.5 $ 12.2
Other Discontinued Operations...... .3 .2 .5 .5
Excess of Separate Accounts assets
over Separate Accounts
liabilities...................... - - 137.5 123.8
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.
At years end 2004 and 2003, the aggregate carrying value of policyholders
liabilities were $41,819.3 million and $40,122.7 million, respectively,
including $17,730.2 million and $16,802.1 million of liabilities, respectively,
related to the General Account's investment contracts. The aggregate fair value
of those investment contracts at years end 2004 and 2003 were $18,137.5 million
and $17,219.9 million, respectively. The impact of a relative 1% decrease in
interest rates would be an increase in the fair value of those investment
contracts to $18,760.2 million and $17,891.8 million, respectively. Those
investment contracts represent only a portion of total policyholders
liabilities. As such, meaningful assessment of net market risk exposure cannot
be made by comparing the results of the invested assets sensitivity analyses
presented herein to the potential exposure from the policyholders liabilities
quantified in this paragraph.
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. On the basis of these more comprehensive analyses, management
believes there is minimal solvency risk to AXA Equitable from interest rate
movements of 100 basis points and from equity price changes of 10% from year end
2004 levels.
The Insurance Group primarily uses derivatives for asset/liability risk
management, for hedging individual securities and to reduce the Insurance
Group's exposure to interest rate fluctuations. As more fully described in Notes
2 and 14 of Notes to Consolidated Financial Statements, various traditional
derivative financial instruments are used to achieve these objectives, including
interest rate caps and 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,
and interest rate swaps to modify the duration and cash flows of fixed maturity
investments and long-term debt. In addition, the Company periodically enters
into forward and futures contracts to hedge certain equity exposures, including
the program to hedge certain risks associated with the GMDB/GMIB features of
certain annuity products. 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.
7A-2
While notional amount is the most commonly used measure of volume in the
derivatives market, it is not used by the Insurance Group as a measure of risk
because the notional amount greatly exceeds the possible credit and market loss
that could arise from such transactions. 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 Insurance Group
because the counterparty would owe money to the Insurance Group if the contract
were closed. Alternatively, a negative value indicates the Insurance Group 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 years end 2004 and 2003, the fair values of the Insurance Group's derivatives
were $5.8 million and $9.7 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
(IN MILLIONS, EXCEPT FOR WEIGHTED AVERAGE TERM)
INTEREST RATE SENSITIVITY
------------------------------------------------------
WEIGHTED
AVERAGE BALANCE AFTER BALANCE AFTER
NOTIONAL TERM -100 BASIS FAIR +100 BASIS
AMOUNT (YEARS) POINT CHANGE VALUE POINT CHANGE
--------------- -------------- ---------------- ---------------- -------------------
DECEMBER 31, 2004
Options:
Floors.............. $ 12,000.0 2.60 $ 38.0 $ 5.8 $ 1.8
Futures............. 156.7 .22 9.5 - (9.5)
--------------- ---------------- ---------------- -------------------
Total.................... $ 12,156.7 $ 47.5 $ 5.8 $ (7.7)
=============== ================ ================ ===================
December 31, 2003
Options:
Floors.............. $ 12,000.0 3.61 $ 20.1 $ 9.7 $ .5
=============== ================ ================ ===================
EQUITY SENSITIVITY
------------------------------------
BALANCE AFTER
FAIR -10% EQUITY
VALUE PRICE SHIFT
---------------- -------------------
DECEMBER 31, 2004
Futures .............. $ (956.6) .22 $ - $ 95.7
=============== ================ ===================
December 31, 2003
Futures............... $ 274.8 .22 $ - $ 27.5
=============== ================ ===================
In addition to the traditional derivatives discussed above, the Insurance Group
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 SFAS No. 133 and were reported at their fair values
of $90.4 million and $29.0 million at December 31, 2004 and 2003, respectively.
The potential fair value exposure to an immediate 10% drop in equity prices from
those prevailing at December 31, 2004 and 2003, respectively, would increase the
balances of these reinsurance contracts to $153.8 million and $94.4 million.
7A-3
At the end of 2004 and of 2003, the aggregate fair values of long-term debt
issued by AXA Equitable were $243.7 million and $673.4 million, respectively.
The table below shows the potential fair value exposure to an immediate 100
basis point decrease in interest rates from those prevailing at the end of 2004
and of 2003.
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2004 December 31, 2003
------------------------------------- --------------------------------------
BALANCE AFTER Balance After
FAIR -100 BASIS Fair -100 Basis
VALUE POINT CHANGE Value Point Change
----------------- ------------------ ------------------ ------------------
Continuing Operations:
Fixed rate........................ $ 243.7 $ 263.5 $ 673.4 $ 701.8
INVESTMENT SERVICES
Alliance's investments consist of investments, trading and available-for-sale,
and other investments. Alliance's investments, trading and available-for-sale,
include U.S. Treasury bills, equity and fixed income mutual funds and money
market investments. Although investments, available-for-sale, 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.
The table below provides Alliance's potential exposure, measured in terms of
fair value, to an immediate 100 basis point increase in interest rates at all
maturities from the levels prevailing at December 31, 2004 and 2003:
EQUITY PRICE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2004 December 31, 2003
------------------------------------- --------------------------------------
BALANCE AFTER Balance After
FAIR +100 BASIS Fair +100 Basis
VALUE POINT CHANGE Value Point Change
----------------- ------------------ ------------------ ------------------
Fixed Income Investments:
Trading............................ $ 30.0 $ 28.6 $ 17.0 $ 16.1
Non trading........................ 2.1 2.0 2.8 2.7
Such a fluctuation in interest rates is a hypothetical rate scenario used to
calibrate potential risk and does not represent Alliance management's view of
future market changes. While these fair value measurements provide a
representation of interest rate sensitivity of fixed income mutual funds and
fixed income hedge funds, they are based on Alliance'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 Alliance management's assessment of changing market conditions and available
investment opportunities.
7A-4
Other investments include Alliance's investments in hedge funds sponsored by
Alliance. The following table presents Alliance's potential exposure from its
investments in equity mutual funds and equity hedge funds, measured in terms of
fair value, to an immediate 10% drop in equity prices from those prevailing at
December 31, 2004 and 2003:
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2004 December 31, 2003
------------------------------------- --------------------------------------
BALANCE AFTER Balance After
FAIR -10% EQUITY PRICE Fair +100 Basis Point
VALUE CHANGE Value Change
----------------- ------------------ ------------------ ------------------
Fixed Income Investments:
Trading............................ $126.9 $114.3 $58.8 $53.0
Non trading........................ 94.5 85.0 71.8 64.6
A 10% decrease in equity prices is a hypothetical scenario used to calibrate
potential risk and does not represent Alliance management's view of future
market changes. While these fair value measurements provide a representation of
equity price sensitivity of equity mutual funds and equity hedge funds, they are
based on Alliance'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 Alliance management's assessment
of changing market conditions and available investment opportunities. At
December 31, 2004, management believes Alliance's estimates of its derivative
and credit quality risks related to Alliance's investment portfolios were not
material to AXA Financial.
At December 31, 2004 and 2003, respectively, Alliance's fixed rate debt had an
aggregate fair value of $422.2 and $432.4 million. The table below provides the
potential fair value exposure to an immediate 100 basis point decrease in
interest rates at all maturities and a ten percent decrease in exchange rates
from those prevailing at year-end 2004 and 2003:
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2004 December 31, 2003
------------------------------------------- --------------------------------------
Balance
BALANCE BALANCE AFTER After -10%
AFTER -100 -10% Balance After Exchange
BASIS POINT EXCHANGE -100 Basis Rate
FAIR VALUE CHANGE RATE CHANGE Fair Value Point Change Change
----------- ----------- ------------- ---------- ------------ ------------
Long-term debt-non-trading...... $422.1 $439.5 $423.0 $432.4 $451.9 $433.1
For further information on Alliance's market risk, see Alliance Holding's and
Alliance's Annual Reports on Form 10-K for the year ended December 31, 2004.
7A-5
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, 2004 and 2003................................................. F-2
Consolidated Statements of Earnings, Years Ended December 31, 2004, 2003 and 2002...................... F-3
Consolidated Statements of Shareholder's Equity and Comprehensive Income, Years Ended
December 31, 2004, 2003 and 2002...................................................................... F-4
Consolidated Statements of Cash Flows, Years Ended December 31, 2004, 2003 and 2002..................... F-5
Notes to Consolidated Financial Statements.............................................................. F-7
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules................. F-55
Consolidated Financial Statement Schedules:
Schedule I - Summary of Investments - Other than Investments in Related Parties,
December 31, 2004..................................................................................... F-56
Schedule II - Balance Sheets (Parent Company), December 31, 2004 and 2003.............................. F-57
Schedule II - Statements of Earnings (Parent Company), Years Ended
December 31, 2004, 2003 and 2002...................................................................... F-58
Schedule II - Statements of Cash Flows (Parent Company), Years Ended
December 31, 2004, 2003 and 2002...................................................................... F-59
Schedule III - Supplementary Insurance Information, Years Ended
December 31, 2004, 2003 and 2002...................................................................... F-60
Schedule IV - Reinsurance, Years Ended December 31, 2004, 2003 and 2002................................ F-63
FS-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
AXA Equitable Life Insurance Company:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, of shareholders' equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of AXA Equitable Life Insurance Company and its subsidiaries ("AXA
Equitable") at December 31, 2004 and December 31, 2003, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2004 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the AXA Equitable'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.
As discussed in Note 2 of Notes to the Consolidated Financial Statements, in
2004 AXA Equitable changed its method of accounting for variable interest
entities and certain nontraditional long-duration contracts and for Separate
Accounts and in 2002 changed its method of accounting for variable annuity
products that contain guaranteed minimum income benefit features, and its method
of accounting for intangible and long-lived assets.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 31, 2005
F-1
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
DECEMBER 31, December 31,
2004 2003
----------------- -----------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 30,722.3 $ 29,095.5
Mortgage loans on real estate............................................. 3,131.9 3,503.1
Equity real estate, held for the production of income..................... 643.2 656.5
Policy loans.............................................................. 3,831.4 3,894.3
Other equity investments.................................................. 1,010.5 789.1
Other invested assets..................................................... 1,112.1 825.2
----------------- -----------------
Total investments..................................................... 40,451.4 38,763.7
Cash and cash equivalents................................................... 1,680.8 999.1
Cash and securities segregated, at estimated fair value..................... 1,489.0 1,285.8
Broker-dealer related receivables........................................... 2,187.7 2,284.7
Deferred policy acquisition costs........................................... 6,813.9 6,290.4
Goodwill and other intangible assets, net................................... 3,761.4 3,513.4
Amounts due from reinsurers................................................. 2,549.6 2,460.4
Loans to affiliates, at estimated fair value................................ 400.0 400.0
Other assets................................................................ 3,600.9 3,829.7
Separate Accounts' assets................................................... 61,559.4 54,438.1
----------------- -----------------
TOTAL ASSETS................................................................ $ 124,494.1 $ 114,265.3
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 26,875.1 $ 25,307.7
Future policy benefits and other policyholders liabilities.................. 14,099.6 13,934.7
Broker-dealer related payables.............................................. 945.9 1,261.8
Customers related payables.................................................. 2,658.7 1,897.5
Amounts due to reinsurers................................................... 994.0 936.5
Short-term and long-term debt............................................... 1,255.5 1,253.2
Income taxes payable........................................................ 2,714.8 2,362.8
Other liabilities........................................................... 1,859.6 2,006.9
Separate Accounts' liabilities.............................................. 61,559.4 54,300.6
Minority interest in equity of consolidated subsidiaries.................... 2,040.4 1,744.9
Minority interest subject to redemption rights.............................. 266.6 488.1
----------------- -----------------
Total liabilities..................................................... 115,269.6 105,494.7
----------------- -----------------
Commitments and contingencies (Notes 12, 14, 15, 16 and 17)
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
issued and outstanding.................................................... 2.5 2.5
Capital in excess of par value.............................................. 4,890.9 4,848.2
Retained earnings........................................................... 3,457.0 3,027.1
Accumulated other comprehensive income...................................... 874.1 892.8
----------------- -----------------
Total shareholder's equity............................................ 9,224.5 8,770.6
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 124,494.1 $ 114,265.3
================= =================
See Notes to Consolidated Financial Statements.
F-2
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------------- ----------------- -----------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product
policy fee income........................................... $ 1,595.4 $ 1,376.7 $ 1,315.5
Premiums...................................................... 879.6 889.4 945.2
Net investment income......................................... 2,501.4 2,386.9 2,377.2
Investment gains (losses), net................................ 65.0 (62.3) (278.5)
Commissions, fees and other income............................ 3,355.0 2,811.8 2,987.6
----------------- ----------------- -----------------
Total revenues.......................................... 8,396.4 7,402.5 7,347.0
----------------- ----------------- -----------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits....................................... 1,867.1 1,708.2 2,036.0
Interest credited to policyholders' account balances.......... 1,038.1 969.7 972.5
Compensation and benefits..................................... 1,604.9 1,327.0 1,244.3
Commissions................................................... 1,017.3 991.9 788.8
Distribution plan payments.................................... 374.2 370.6 392.8
Amortization of deferred sales commissions.................... 177.4 208.6 229.0
Interest expense.............................................. 76.8 82.3 95.7
Amortization of deferred policy acquisition costs............. 472.9 434.6 296.7
Capitalization of deferred policy acquisition costs........... (1,015.9) (990.7) (754.8)
Rent expense.................................................. 185.0 165.8 168.8
Amortization of other intangible assets, net.................. 22.9 21.9 21.2
Alliance charge for mutual fund matters and legal proceedings. - 330.0 -
Other operating costs and expenses............................ 901.5 832.4 827.4
----------------- ----------------- -----------------
Total benefits and other deductions..................... 6,722.2 6,452.3 6,318.4
----------------- ----------------- -----------------
Earnings from continuing operations before
income taxes and minority interest.......................... 1,674.2 950.2 1,028.6
Income taxes.................................................. (396.3) (240.5) (50.9)
Minority interest in net income of consolidated subsidiaries.. (384.1) (188.7) (362.8)
----------------- ----------------- -----------------
Earnings from continuing operations........................... 893.8 521.0 614.9
Earnings from other discontinued operations,
net of income taxes......................................... 7.9 3.4 5.6
Gain on sale of real estate held-for-sale, net of income taxes 31.1 - -
Cumulative effect of accounting changes, net of
income taxes................................................ (2.9) - (33.1)
----------------- ----------------- -----------------
Net Earnings.................................................. $ 929.9 $ 524.4 $ 587.4
================= ================= =================
See Notes to Consolidated Financial Statements.
F-3
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------------- ---------------- ----------------
(IN MILLIONS)
Common stock, at par value, beginning and end of year......... $ 2.5 $ 2.5 $ 2.5
----------------- ---------------- ----------------
Capital in excess of par value, beginning of year............. 4,848.2 4,812.8 4,753.6
Increase in additional paid in capital
in excess of par value.................................... 42.7 35.4 59.2
----------------- ---------------- ----------------
Capital in excess of par value, end of year................... 4,890.9 4,848.2 4,812.8
----------------- ---------------- ----------------
Retained earnings, beginning of year.......................... 3,027.1 2,902.7 2,815.3
Net earnings.................................................. 929.9 524.4 587.4
Shareholder dividends paid.................................... (500.0) (400.0) (500.0)
----------------- ---------------- ----------------
Retained earnings, end of year................................ 3,457.0 3,027.1 2,902.7
----------------- ---------------- ----------------
Accumulated other comprehensive income,
beginning of year........................................... 892.8 681.1 215.4
Other comprehensive (loss) income............................. (18.7) 211.7 465.7
----------------- ---------------- ----------------
Accumulated other comprehensive income, end of year........... 874.1 892.8 681.1
----------------- ---------------- ----------------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR....................... $ 9,224.5 $ 8,770.6 $ 8,399.1
================= ================ ================
COMPREHENSIVE INCOME
Net earnings.................................................. $ 929.2 $ 524.4 $ 587.4
----------------- ---------------- ----------------
Change in unrealized (losses) gains, net of reclassification
adjustments................................................ (31.1) 211.7 465.6
Minimum pension liability adjustment.......................... - - .1
Cumulative effect of accounting changes....................... 12.4 - -
----------------- ---------------- ----------------
Other comprehensive income.................................... (18.7) 211.7 465.7
----------------- ---------------- ----------------
COMPREHENSIVE INCOME.......................................... $ 911.2 $ 736.1 $ 1,053.1
================= ================ ================
See Notes to Consolidated Financial Statements.
F-4
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------------- ----------------- -----------------
(IN MILLIONS)
Net earnings.................................................. $ 929.9 $ 524.4 $ 587.4
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances........ 1,038.1 969.7 972.5
Universal life and investment-type product
policy fee income......................................... (1,595.4) (1,376.7) (1,315.5)
Net change in broker-dealer and customer related
receivables/payables...................................... 379.6 22.5 (237.3)
Investment (gains) losses, net.............................. (65.0) 62.3 278.5
Change in deferred policy acquisition costs................. (543.0) (556.1) (458.1)
Change in future policy benefits............................ 129.3 (97.4) 218.0
Change in property and equipment............................ (69.3) (55.8) (76.6)
Change in income tax payable................................ 349.6 246.3 93.3
Change in accounts payable and accrued expenses............. (27.4) 276.8 (8.9)
Change in segregated cash and securities, net............... (203.2) (111.5) 240.8
Minority interest in net income of consolidated subsidiaries 386.8 188.7 362.8
Change in fair value of guaranteed minimum income
benefit reinsurance contracts............................. (61.0) 91.0 (120.0)
Amortization of deferred sales commissions.................. 177.4 208.6 229.0
Amortization of other intangible assets, net................ 22.9 21.9 21.2
Other, net.................................................. 194.3 272.6 (114.2)
----------------- ----------------- -----------------
Net cash provided by operating activities..................... 1,043.6 687.3 672.9
----------------- ----------------- -----------------
Cash flows from investing activities:
Maturities and repayments................................... 3,341.9 4,216.4 2,996.0
Sales....................................................... 2,983.6 4,818.2 8,035.9
Purchases................................................... (7,052.5) (11,457.9) (12,709.0)
Change in short-term investments............................ (77.2) 610.7 (568.9)
Purchase of minority interest in consolidated subsidiary ... (410.7) - (249.7)
Other, net.................................................. 169.7 89.3 126.6
----------------- ----------------- -----------------
Net cash used by investing activities......................... (1,045.2) (1,723.3) (2,369.1)
----------------- ----------------- -----------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................. 4,029.4 5,639.1 4,328.5
Withdrawals and transfers to Separate Accounts............ (2,716.0) (3,181.1) (2,022.9)
Net change in short-term financings......................... - (22.1) (201.2)
Shareholder dividends paid.................................. (500.0) (400.0) (500.0)
Other, net.................................................. (130.1) (270.4) (318.6)
----------------- ----------------- -----------------
Net cash provided by financing activities..................... 683.3 1,765.5 1,285.8
----------------- ----------------- -----------------
Change in cash and cash equivalents........................... 681.7 729.5 (410.4)
Cash and cash equivalents, beginning of year.................. 999.1 269.6 680.0
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year........................ $ 1,680.8 $ 999.1 $ 269.6
================= ================= =================
F-5
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(CONTINUED)
2004 2003 2002
----------------- ----------------- -----------------
(IN MILLIONS)
Supplemental cash flow information:
Interest Paid............................................... $ 86.2 $ 91.0 $ 80.5
================= ================= =================
Income Taxes Paid (Refunded)................................ $ 154.4 $ (45.7) $ (139.6)
================= ================= =================
See Notes to Consolidated Financial Statements.
F-6
AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) ORGANIZATION
In 2004, The Equitable Life Assurance Society of the United States was
renamed to AXA Equitable Life Insurance Company ("AXA Equitable"). AXA
Equitable, collectively with its consolidated subsidiaries (the "Company"),
is an indirect, wholly owned subsidiary of AXA Financial, Inc. (the "Holding
Company," and collectively with its consolidated subsidiaries, "AXA
Financial"). The Company's insurance business is conducted principally by
AXA Equitable and its wholly owned life insurance subsidiary, AXA Life and
Annuity Company ("AXA Life"), whose name was changed in 2004 from The
Equitable of Colorado. The Company's investment management business, which
comprises the Investment Services segment, is principally conducted by
Alliance Capital Management L.P. ("Alliance").
In October 2000, Alliance acquired substantially all of the assets and
liabilities of SCB Inc., formerly known as Sanford C. Bernstein, Inc.
("Bernstein"). In the fourth quarter of 2002, the Company acquired 8.16
million units in Alliance ("Alliance Units") at the aggregate market price
of $249.7 million from SCB Inc. and SCB Partners, Inc. under a preexisting
agreement (see Note 2). In March and December 2004, the Company acquired a
total of 10.7 million Alliance Units at the aggregated market price of
$410.7 million from SCB Inc. and SCB Partners, Inc. under this preexisting
agreement. As a result of the 2004 transactions, the Company recorded
additional goodwill of $217.9 million and other intangible assets of $26.9
million.
The Company's consolidated economic interest in Alliance was 46.4% at
December 31, 2004, and together with it's ownership with other AXA Financial
companies, the consolidated economic interests in Alliance was approximately
61.3%.
In July 2004, the Holding Company completed its acquisition of The MONY
Group Inc. ("MONY"). The acquisition provides AXA Financial with additional
scale in distribution, client base and assets under management.
AXA, a French holding company for an international group of insurance and
related financial services companies, has been the Holding Company's largest
shareholder since 1992. In 2000, AXA acquired the approximately 40% of
outstanding Holding Company common stock ("Common Stock") it did not already
own. On January 2, 2001, AXA Merger Corp. ("AXA Merger"), a wholly owned
subsidiary of AXA, was merged with and into the Holding Company, resulting
in AXA Financial becoming a wholly owned subsidiary of AXA.
2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The preparation of the accompanying consolidated financial statements in
conformity with generally accepted accounting principles in the United
States of America ("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 financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. The accompanying consolidated financial
statements reflect all adjustments necessary in the opinion of management to
present fairly 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 subsidiary engaged in insurance related businesses
(collectively, the "Insurance Group"); other subsidiaries, principally
Alliance; 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.
F-7
All significant intercompany transactions and balances except those with
discontinued operations have been eliminated in consolidation. The years
"2004," "2003" and "2002" refer to the years ended December 31, 2004, 2003
and 2002, respectively. Certain reclassifications have been made in the
amounts presented for prior periods to conform those periods with the
current presentation.
Closed Block
------------
As a result of demutualization, 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 own 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 the Holding
Company. 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 New York Superintendent of Insurance (the
"Superintendent"). 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 represents
the expected future post-tax contribution from the Closed Block that would
be recognized in income over the period the policies and contracts in the
Closed Block remain in force.
Other Discontinued Operations
-----------------------------
In 1991, management discontinued the business of certain pension business
operations ("Other Discontinued Operations"). Other Discontinued Operations
principally consist of the group non-participating wind-up annuity products,
the terms of which were fixed at issue, which were sold to corporate
sponsors of terminated qualified defined benefit plans ("Wind-Up
Annuities"), for which a premium deficiency reserve has been established.
Management reviews the adequacy of the allowance for future losses each
quarter and makes adjustments when necessary. Management believes the
allowance for future losses at December 31, 2004 is adequate to provide for
all future losses; however, the determination of the allowance involves
numerous estimates and subjective judgments regarding the expected
performance of invested assets held by Other Discontinued Operations
("Discontinued Operations Investment Assets"). There can be no assurance the
losses provided for will not differ from the losses ultimately realized. To
the extent actual results or future projections of Other Discontinued
Operations differ from management's current estimates and assumptions
underlying the allowance for future losses, the difference would be
reflected in the consolidated statements of earnings in Other Discontinued
Operations. In particular, to the extent income, sales proceeds and holding
periods for equity real estate differ from management's previous
assumptions, periodic adjustments to the allowance are likely to result. See
Note 8 of Notes to Consolidated Financial Statements.
Accounting Changes
------------------
At March 31, 2004, the Company completed its transition to the consolidation
and disclosure requirements of FIN No. 46(R), "Consolidation of Variable
Interest Entities, Revised".
At December 31, 2004, the Insurance Group's General Account held $34.1
million of investment assets issued by VIEs and determined to be significant
variable interests under FIN No. 46(R). As reported in the consolidated
balance sheet, these investments included $32.9 million of fixed maturities
(collateralized debt and loan obligations) and $1.2 million of other equity
investments (principally investment limited partnership interests) and are
subject to ongoing review for impairment in value. These VIEs do not require
consolidation because management has determined that the Insurance Group is
not the primary beneficiary. These variable interests at December 31, 2004
represent the Insurance Group's maximum exposure to loss from its direct
involvement with the VIEs. The Insurance Group has no further economic
interest in these VIEs in the form of related guarantees, commitments,
derivatives, credit enhancements or similar instruments and obligations.
Management of Alliance has reviewed its investment management agreements and
its investments in and other financial arrangements with certain entities
that hold client assets under management to determine the entities that
Alliance is required to consolidate under FIN No. 46(R). These include
certain mutual fund products domiciled in Luxembourg, India, Japan,
Singapore and Australia ("collectively "Offshore Funds"), hedge funds,
structured products, group trusts and joint ventures.
F-8
As a result of its review, Alliance Capital had consolidated an investment
in a joint venture and its funds under management. At December 31, 2004,
Alliance Capital sold this investment and accordingly, no longer
consolidates this investment and its funds under management.
Alliance Capital derived no direct benefit from client assets under
management of these entities other than investment management fees and
cannot utilize those assets in its operations.
Alliance has significant variable interests in certain other VIEs with
approximately $845 million in client assets under management. However, these
VIEs do not require consolidation because management has determined that
Alliance is not the primary beneficiary. Alliance's maximum exposure to loss
in these entities is limited to its nominal investments in and prospective
investment management fees earned from these entities.
Effective January 1, 2004, the Company adopted SOP 03-1, "Accounting and
Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
Contracts and for Separate Accounts". SOP 03-1 required a change in the
Company's accounting policies relating to (a) general account interests in
separate accounts, (b) assets and liabilities associated with market value
adjusted fixed rate investment options available in certain variable annuity
contracts, (c) liabilities related to group pension participating contracts,
and (d) liabilities related to certain mortality and annuitization benefits,
such as the no lapse guarantee feature contained in variable and
interest-sensitive life policies.
The adoption of SOP 03-1 required changes in several of the Company's
accounting policies relating to separate account assets and liabilities. The
Company now reports the General Account's interests in separate accounts as
trading account securities in the consolidated balance sheet; prior to the
adoption of SOP 03-1, such interests were included in Separate Accounts'
assets. Also, the assets and liabilities of two Separate Accounts are now
presented and accounted for as General Account assets and liabilities,
effective January 1, 2004. Investment assets in these Separate Accounts
principally consist of fixed maturities that are classified as available for
sale in the accompanying 2004 consolidated financial statements. These two
Separate Accounts hold assets and liabilities associated with market value
adjusted fixed rate investment options available in certain variable annuity
contracts. In addition, liabilities associated with the market value
adjustment feature are now reported at the accrued account balance. Prior to
the adoption of SOP 03-1, such liabilities had been reported at market
adjusted value.
Prior to the adoption of SOP 03-1, the liabilities for group pension
participating contracts were adjusted only for changes in the fair value of
certain related investment assets that were reported at fair value in the
balance sheet (including fixed maturities and equity securities classified
as available for sale, but not equity real estate or mortgage loans) with
changes in the liabilities recorded directly in Accumulated other
comprehensive income to offset the unrealized gains and losses on the
related assets. SOP 03-1 required an adjustment to the liabilities for group
pension participating contracts to reflect the fair value of all the assets
on which those contracts' returns are based, regardless of whether those
assets are reported at fair value in the balance sheet. Changes in the
liability related to fluctuations in asset fair values are now reported as
Interest credited to policyholders' account balances in the consolidated
statements of earnings.
In addition, the adoption of SOP 03-1 resulted in a change in the method of
determining liabilities associated with the no lapse guarantee feature
contained in variable and interest-sensitive life contracts. While both the
Company's previous method of establishing the no lapse guarantee reserve and
the SOP 03-1 method are based on accumulation of a portion of the charges
for the no lapse guarantee feature, SOP 03-1 specifies a different approach
for identifying the portion of the fee to be accrued and establishing the
related reserve.
The adoption of SOP 03-1 as of January 1, 2004 resulted in a decrease in
2004 net earnings of $2.9 million and an increase in other comprehensive
income of $12.4 million related to the cumulative effect of the required
changes in accounting. The determination of liabilities associated with
group pension participating contracts and mortality and annuitization
benefits, as well as related impacts on deferred acquisition costs, is based
on models that involve numerous estimates and subjective judgments. There
can be no assurance that the ultimate actual experience will not differ from
management's estimates.
F-9
New Accounting Pronouncements
-----------------------------
On December 16, 2004, the FASB issued SFAS Statement No. 123(R),
"Share-Based Payment". SFAS Statement No. 123(R) eliminates the alternative
to apply the intrinsic value method of accounting for employee stock-based
compensation awards that was provided in FASB Statement No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123") as originally issued. SFAS
No. 123(R) requires the cost of all share-based payments to employees,
including stock options, stock appreciation rights, and most tax-qualified
employee stock purchase plans, to be recognized in the financial statements
based on the fair value of those awards. Under SFAS No. 123(R) the cost of
equity-settled awards generally is based on fair value at date of grant,
adjusted for subsequent modifications of terms or conditions, while
cash-settled awards require remeasurement of fair value at the end of each
reporting period. SFAS No. 123(R) does not prescribe or specify a preference
for a particular valuation technique or model for estimating the fair value
of employee stock options and similar awards but instead requires
consideration of certain factors in selecting one that is appropriate for
the unique substantive characteristics of the instruments awarded. SFAS No.
123(R) is effective as of the first interim or annual reporting period
beginning after June 15, 2005 and generally requires adoption using a
modified version of prospective application. Under "modified prospective"
application, SFAS No. 123(R) applies to new awards granted and to awards
modified, repurchased, or cancelled after the required effective date.
Additionally, compensation cost for unvested awards outstanding as of the
required effective date must be recognized prospectively over the remaining
requisite service/vesting period based on the fair values of those awards as
already calculated under SFAS No. 123. Entities may further elect to apply
SFAS No. 123(R) on a "modified retrospective" basis to give effect to the
fair value based method of accounting for awards granted, modified, or
settled in cash in earlier periods. The cumulative effect of initial
application, if any, is recognized as of the required effective date.
As more fully described in Note 21 of Notes to Consolidated Financial
Statements, the Company elected under SFAS No. 123 to continue to account
for stock-based compensation using the intrinsic value method and instead to
provide only pro-forma disclosure of the effect on net earnings from
applying the fair value based method. Consequently, adoption of SFAS No.
123(R) would be expected to result in recognition of compensation expense
for certain types of the Company's equity-settled awards, such as options to
purchase AXA ADRs, for which no cost previously would have been charged to
net earnings under the intrinsic value method. Similarly, certain types of
the Company's cash-settled awards, such as stock appreciation rights, may be
expected to result either in different amounts of compensation expense or
different patterns of expense recognition under SFAS No. 123(R) as compared
to the intrinsic value method. Management of the Company currently is
assessing the impact of adoption of SFAS No. 123(R), including measurement
and reporting of related income tax effects, selection of an appropriate
valuation model and determination of assumptions, as well as consideration
of plan design issues.
On May 19, 2004, the FASB approved the issuance of FASB Staff Position
("FSP") No. 106-2, "Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003",
effective for the first interim or annual period beginning after June 15,
2004. FSP 106-2 provides guidance on the accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
("MMA") for employers that sponsor postretirement health care plans that
provide prescription drug benefits. MMA introduced a new prescription drug
benefit under Medicare that will go into effect in 2006 and also includes a
Federal subsidy payable to plan sponsors equal to 28% of certain
prescription drug benefits payable to Medicare-eligible retirees. The
subsidy only is available to an employer that sponsors a retiree medical
plan that includes a prescription drug benefit that is at least as valuable
as (i.e., actuarially equivalent to) the new Medicare coverage. The subsidy
is not subject to Federal income tax.
Clarifying regulations are expected to be issued by the Centers for Medicare
and Medicaid Services to address the interpretation and determination of
actuarial equivalency under MMA. In accordance with the provisions of FSP
106-2, management and its actuarial advisors will re-evaluate actuarial
equivalency as new information about its interpretation or determination
become available. Management and its actuarial advisors have not as yet been
able to conclude whether the prescription drug benefits provided under the
Company's retiree medical plans are actuarially equivalent to the new
Medicare prescription drug benefits for 2006 and future years. Consequently,
measurements of the accumulated postretirement benefit obligation and net
periodic postretirement benefit cost for these plans at and for the period
ended December 31, 2004 do not reflect any amount associated with enactment
of MMA, including the subsidy.
F-10
Investments
-----------
The carrying values of fixed maturities identified as available for sale are
reported at estimated fair value. Changes in estimated fair value are
reported in comprehensive income. The amortized cost of fixed maturities is
adjusted for impairments in value deemed to be other than temporary.
Mortgage loans on real estate 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.
Impaired mortgage loans without provision for losses are 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 loans where the collateral value is used to
measure impairment is recorded on a cash basis. Interest income on 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.
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.
Real estate investments meeting the following criteria are classified as
real estate held-for-sale:
o Management having the authority to approve the action commits the
organization to a plan to sell the property.
o The property is available for immediate sale in its present condition
subject only to terms that are usual and customary forthe sale of such
assets.
o An active program to locate a buyer and other actions required to
complete the plan to sell the asset have been initiated and are
continuing.
o The sale of the asset is probable and transfer of the asset is expected
to qualify for recognition as a completed sale within one year.
o The asset is being actively marketed for sale at a price that is
reasonable in relation to its current fair value.
o Actions required to complete the plan indicate that it is unlikely that
significant changes to the plan will be made or that the plan will be
withdrawn.
Real estate held-for-sale is stated at depreciated cost less valuation
allowances. Valuation allowances on real estate held-for-sale are computed
using the lower of depreciated cost or current estimated fair value, net of
disposition costs. Depreciation is discontinued on real estate
held-for-sale.
Real estate held-for-sale is included in the Other assets line in the
consolidated balance sheets. The results of operations for real estate
held-for-sale in each of the three years ended December 31, 2004 were not
significant.
Valuation allowances are netted against the asset categories to which they
apply.
Policy loans are stated at unpaid principal balances.
Partnerships, investment companies and joint venture interests in which the
Company has control and a majority economic interest (that is, greater than
50% of the economic return generated by the entity) or those that meet FIN
No. 46(R) requirements for consolidation are consolidated; those in which
the Company does not have control and a majority economic interest and those
that do not meet FIN No. 46(R) requirements for consolidation are reported
on the equity basis of accounting and are included either with equity real
estate or other equity investments, as appropriate.
F-11
Equity securities include common stock and non-redeemable preferred stock
classified as either trading or available for sale securities, are carried
at estimated fair value and are included in other equity investments.
Short-term investments are stated at amortized cost, which approximates fair
value, and are included with other invested assets.
Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
All securities owned as well as United States government and agency
securities, mortgage-backed securities, futures and forwards transactions
are recorded in the consolidated financial statements on a trade date basis.
Net Investment Income, Investment Gains (Losses), Net and Unrealized
--------------------------------------------------------------------
Investment Gains (Losses)
-------------------------
Net investment income 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 or losses.
Realized and unrealized holding gains (losses) on trading securities are
reflected in net investment income.
Unrealized investment gains and losses on fixed maturities and equity
securities available for sale held by the Company are accounted for as a
separate component of accumulated comprehensive income, net of related
deferred income taxes, amounts attributable to Other Discontinued
Operations, Closed Block policyholders dividend obligation, participating
group annuity contracts and deferred policy acquisition costs ("DAC")
related to universal life and investment-type products and participating
traditional life contracts.
Recognition of Insurance Income and Related Expenses
----------------------------------------------------
Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts 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 as 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 income 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.
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.
Deferred Policy Acquisition Costs
---------------------------------
Acquisition costs that vary with and are primarily related to the
acquisition of new and renewal insurance business, 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.
F-12
For universal life products and investment-type products, DAC 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. The effect on the amortization of DAC of revisions
to estimated gross profits is reflected in earnings in the period such
estimated gross profits are revised. A decrease in expected gross profits
would accelerate DAC amortization. Conversely, an increase in expected gross
profits would slow DAC amortization. The effect on the DAC asset that would
result from realization of unrealized gains (losses) is recognized with an
offset to accumulated comprehensive income in consolidated shareholders'
equity as of the balance sheet date.
A significant assumption in the amortization of DAC on variable and
interest-sensitive life insurance and variable annuities relates to
projected future Separate Account performance. Expected future gross profit
assumptions related to Separate Account performance are set by management
using a long-term view of expected average market returns by applying a
reversion to the mean approach. 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 and subject to assessment of
the reasonableness of resulting estimates of future return assumptions. For
purposes of making this reasonableness assessment, 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. Currently, the average gross long-term annual return
estimate is 9.0% (6.95% net of product weighted average Separate Account
fees), and the gross maximum and minimum annual rate of return limitations
are 15.0% (12.95% net of product weighted average Separate Account fees) and
0% (-2.05% 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. If actual market returns continue at levels that would result in
assuming future market returns of 15% 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% for more than 5 years would result in a required
deceleration of DAC amortization. As of December 31, 2004, current
projections of future average gross market returns assume a 2.3% return for
2005, which is within the maximum and minimum limitations, and assume a
reversion to the mean of 9.0% after 1.5 years.
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. Generally, life mortality experience has been improving in
recent years.
Other significant assumptions underlying gross profit estimates 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, 2004, the
average rate of assumed investment yields, excluding policy loans, was 7.0%
grading to 6.3% over 10 years. Estimated gross margin includes 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 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 asset that would result from
realization of unrealized gains (losses) is recognized with an offset to
accumulated comprehensive income in consolidated shareholders' equity as of
the balance sheet date.
For non-participating traditional life policies, DAC 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 in the period such deviations occur. For these
contracts, the amortization periods generally are for the total life of the
policy.
F-13
Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------
Policyholders' account balances for universal life 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.
AXA Equitable issues certain variable annuity products with a Guaranteed
Minimum Death Benefit ("GMDB") feature. AXA Equitable also issues certain
variable annuity products that contain a Guaranteed Minimum Income Benefit
("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 guaranteed minimum income benefit base. The risk
associated with the GMDB and GMIB features is that a protracted
under-performance of the financial markets could result in GMDB and GMIB
benefits being higher than what accumulated policyholder account balances
would support. 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 using assumptions
consistent with those used in estimating gross profits for purposes of
amortizing DAC. The determination of this estimated liability is based on
models which involve numerous estimates and subjective judgments, including
those regarding expected market rates of return and volatility, contract
surrender rates, mortality experience, and, for GMIB, 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 ultimate actual
experience will not differ from management's estimates.
Reinsurance contracts covering GMIB exposure are considered derivatives
under SFAS No. 133 and, therefore, are required to be reported in the
balance sheet at their fair value. GMIB reinsurance fair values are reported
in the consolidated balance sheets in Other assets. Changes in GMIB
reinsurance fair values are reflected in Commissions, fees and other income
in the consolidated statements of earnings. Since there is no readily
available market for GMIB reinsurance contracts, the determination of their
fair values is based on models which involve numerous estimates and
subjective judgments including those regarding expected market rates of
return and volatility, GMIB election rates, contract surrender rates and
mortality experience. There can be no assurance that ultimate actual
experience will not differ from 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. 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. 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 2.0% to
10.9% for life insurance liabilities and from 2.25% to 8.85% 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
F-14
on a reasonable basis and are adequate, there can be no assurance reserves
will be sufficient to provide for future liabilities.
Claim reserves and associated liabilities net of reinsurance ceded for
individual DI and major medical policies were $71.7 million and $69.9
million at December 31, 2004 and 2003, respectively. At December 31, 2004
and 2003, respectively, $1,081.5 million and $1,069.8 million of DI reserves
and associated liabilities were ceded through indemnity reinsurance
agreements with a singular reinsurance group (see Note 12). Incurred
benefits (benefits paid plus changes in claim reserves) and benefits paid
for individual DI and major medical policies are summarized as follows:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Incurred benefits related to current year.......... $ 35.0 $ 33.8 $ 36.6
Incurred benefits related to prior years........... 12.8 (2.8) (6.3)
----------------- ---------------- -----------------
Total Incurred Benefits............................ $ 47.8 $ 31.0 $ 30.3
================= ================ =================
Benefits paid related to current year.............. $ 12.9 $ 12.1 $ 11.5
Benefits paid related to prior years............... 33.1 34.9 37.2
----------------- ---------------- -----------------
Total Benefits Paid................................ $ 46.0 $ 47.0 $ 48.7
================= ================ =================
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, 2004, participating policies, including those in the Closed
Block, represent approximately 16.5% ($32.6 billion) of directly written
life insurance in-force, net of amounts ceded.
Separate Accounts
-----------------
Generally, Separate Accounts established under New York State Insurance Law
generally 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
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 the Separate Accounts are carried at quoted
market values or, where quoted values are not readily available, at
estimated fair values as determined by the Insurance Group. The assets and
liabilities of three 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. Two of those Separate Accounts were reclassified to the
general account in connection with the adoption of SOP 03-1 as of January 1,
2004.
The investment results of Separate Accounts 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. For 2004, 2003 and 2002, investment results of such
Separate Accounts were gains (losses) of $2,191.4 million, $(466.2) million
and $(4,740.7) 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 Separate Accounts are included
in revenues.
F-15
Recognition of Investment Management Revenues and Related Expenses
------------------------------------------------------------------
Commissions, fees and other income principally include Investment Management
advisory and service fees. Investment Management advisory and services base
fees, generally calculated as a percentage, referred to as "basis points",
of assets under management for clients, are recorded as revenue as the
related services are performed; they include brokerage transactions charges
of Sanford C. Bernstein & Co., LLC ("SCB LLC"), a wholly owned subsidiary of
Alliance, for certain private client transactions and institutional
investment management client transactions. Certain investment advisory
contracts provide for a performance fee in addition to or in lieu of a base
fee that is calculated as either a percentage of absolute investment results
or a percentage of the related investment results in excess of a stated
benchmark over a specified period of time. Performance fees are recorded as
revenue at the end of the measurement period. Institutional research
services revenue consists of brokerage transaction charges received by SCB
LLC and Sanford C. Bernstein Limited, a wholly owned subsidiary of Alliance,
for in-depth research and other services provided to institutional
investors. Brokerage transaction charges earned and related expenses are
recorded on a trade date basis. Brokerage transaction charges earned and
related expenses are recorded on a trade date basis. Distribution revenues
and shareholder servicing fees are accrued as earned.
Sales commissions paid to financial intermediaries in connection with the
sale of shares of open-end Alliance mutual funds sold without a front-end
sales charge are capitalized as deferred sales commissions and amortized
over periods not exceeding five and one-half years, the periods of time
during which deferred sales commissions are generally recovered from
distribution services fees received from those funds and from contingent
deferred sales charges ("CDSC") received from shareholders of those funds
upon the redemption of their shares. CDSC cash recoveries are recorded as
reductions in unamortized deferred sales commissions when received. At
December 31, 2004 and 2003, respectively, net deferred sales commissions
totaled $254.5 million and $387.2 million and are included within Other
assets. The estimated amortization expense of deferred sales commission,
based on December 31, 2004 net balance for each of the next five years is
approximately $20.7 million.
Alliance's management tests the deferred sales commission asset for
recoverability quarterly, or more often when events or changes in
circumstances occur that could significantly increase the risk of impairment
of the asset. Alliance'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 is 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 of 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 last five years. 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. Alliance's management considers the results of these analyses
performed at various dates. If Alliance'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 Alliance's management's best
estimate of future cash flows discounted to a present value amount.
Other Accounting Policies
-------------------------
In accordance with regulations of the Securities and Exchange Commission
("SEC"), securities with a fair value of $1.49 billion and $1.29 billion
have been segregated in a special reserve bank custody account at December
31, 2004 and 2003, respectively for the exclusive benefit of securities
broker-dealer or brokerage customers under Rule 15c3-3 under the Securities
Exchange Act of 1934, as amended.
F-16
Intangible assets related to the Bernstein acquisition include costs
assigned to contracts of businesses acquired. These costs continue to be
amortized on a straight-line basis over estimated useful lives of twenty
years. Other intangible assets are amortized on a straight-line basis over
their estimated useful lives of twenty years.
Capitalized internal-use software is amortized on a straight-line basis over
the estimated useful life of the software.
The Holding Company and certain of its consolidated subsidiaries, including
the Company, file a consolidated Federal income tax return. 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.
Minority interest subject to redemption rights represents the remaining 16.3
million of private Alliance Units issued to former Bernstein shareholders in
connection with Alliance's acquisition of Bernstein. The Holding Company
agreed to provide liquidity to these former Bernstein shareholders after a
two-year lock-out period which ended October 2002. The Company acquired
16.32 million of the former Bernstein shareholders' Alliance Units in 2004.
The outstanding 16.3 million Alliance Units may be sold to the Holding
Company at the prevailing market price over the remaining five years ending
in 2009. Generally, not more than 20% of the original Alliance Units issued
to the former Bernstein shareholders may be put to the Holding Company in
any one annual period.
The Company accounts for its stock option plans and other stock-based
compensation plans in accordance with the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. In accordance with the opinion,
stock option awards result in compensation expense only if the current
market price of the underlying stock exceeds the option strike price at the
grant date. See Note 21 of Notes to Consolidated Financial Statements for
the pro forma disclosures required by SFAS No. 123, "Accounting for
Stock-Based Compensation," and SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure".
F-17
3) INVESTMENTS
The following tables provide additional information relating to fixed
maturities and equity securities:
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------------- ----------------- ----------------- ---------------
(IN MILLIONS)
DECEMBER 31, 2004
Fixed Maturities:
Available for Sale:
Corporate..................... $ 22,285.8 $ 1,684.3 $ 45.3 $ 23,924.8
Mortgage-backed............... 3,472.4 47.7 9.7 3,510.4
U.S. Treasury, government
and agency securities....... 964.1 54.9 1.3 1,017.7
States and political
subdivisions................ 187.1 20.6 .8 206.9
Foreign governments........... 245.1 47.2 .1 292.2
Redeemable preferred stock.... 1,623.1 151.4 4.2 1,770.3
----------------- ----------------- ----------------- ----------------
Total Available for Sale.... $ 28,777.6 $ 2,006.1 $ 61.4 $ 30,722.3
================= ================= ================= ================
Equity Securities:
Available for sale.............. $ 1.0 $ 1.2 $ .1 $ 2.1
Trading securities.............. .4 1.0 .2 1.2
----------------- ----------------- ----------------- ----------------
Total Equity Securities........... $ 1.4 $ 2.2 $ .3 $ 3.3
================= ================= ================= ================
December 31, 2003
Fixed Maturities:
Available for Sale:
Corporate..................... $ 20,653.7 $ 1,726.2 $ 84.7 $ 22,295.2
Mortgage-backed............... 3,837.0 57.0 17.4 3,876.6
U.S. Treasury, government
and agency securities....... 812.3 58.7 .5 870.5
States and political
subdivisions................ 188.2 14.1 2.0 200.3
Foreign governments........... 248.4 45.9 .3 294.0
Redeemable preferred stock.... 1,412.0 151.1 4.2 1,558.9
----------------- ----------------- ----------------- ----------------
Total Available for Sale.... $ 27,151.6 $ 2,053.0 $ 109.1 $ 29,095.5
================= ================= ================= ================
Equity Securities:
Available for sale.............. $ 11.6 $ 1.2 $ .2 $ 12.6
Trading securities.............. 1.9 .6 1.5 1.0
----------------- ----------------- ----------------- ----------------
Total Equity Securities........... $ 13.5 $ 1.8 $ 1.7 $ 13.6
================= ================= ================= ================
For publicly-traded fixed maturities and equity securities, estimated fair
value is determined using quoted market prices. For fixed maturities without
a readily ascertainable market value, the Company determines estimated fair
values using a discounted cash flow approach, including provisions for
credit risk, generally based on the assumption such securities will be held
to maturity. Such estimated fair values do not necessarily represent the
values for which these securities could have been sold at the dates of the
consolidated balance sheets. At December 31, 2004 and 2003, securities
without a readily ascertainable market value having an amortized cost of
$4,138.7 million and $4,462.1 million, respectively, had estimated fair
values of $4,446.0 million and $4,779.6 million, respectively.
F-18
The contractual maturity of bonds at December 31, 2004 is shown below:
AVAILABLE FOR SALE
------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
---------------- -----------------
(IN MILLIONS)
Due in one year or less................................................ $ 878.8 $ 895.5
Due in years two through five.......................................... 5,162.9 5,512.4
Due in years six through ten........................................... 10,355.1 11,145.6
Due after ten years.................................................... 7,285.3 7,888.1
Mortgage-backed securities............................................. 3,472.4 3,510.4
---------------- -----------------
Total.................................................................. $ 27,154.5 $ 28,952.0
================ =================
Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
The Company's management, with the assistance of its investment advisors,
monitors the investment performance of its portfolio. This review process
culminates with a quarterly review of certain assets by the Insurance
Group's Investments Under Surveillance Committee that evaluates whether any
investments are other than temporarily impaired. The review considers an
analysis of individual credit metrics of each issuer as well as industry
fundamentals and the outlook for the future. Based on the analysis, a
determination is made as to the ability of the issuer to service its debt
obligations on an ongoing basis. If this ability is deemed to be impaired,
then the appropriate provisions are taken.
The following table discloses fixed maturities (636 issues) that have been
in a continuous unrealized loss position for less than a twelve month period
and greater than a twelve month period as of December 31, 2004:
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
------------------------------- ---------------------------- ----------------------------
GROSS GROSS GROSS
ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES
--------------- --------------- ------------- ------------- ------------- -------------
(IN MILLIONS)
Fixed Maturities:
Corporate............. $ 1,709.6 $ 20.0 $ 545.4 $ 25.3 $ 2,255.0 $ 45.3
Mortgage-backed....... 776.5 8.5 69.6 1.2 846.1 9.7
U.S. Treasury,
Government and
Agency securities... 138.4 1.1 4.8 .2 143.2 1.3
States and political
Subdivisions........ - - 19.4 .8 19.4 .8
Foreign governments... 5.0 .1 - - 5.0 .1
Redeemable
Preferred stock..... 58.0 3.5 14.3 .7 72.3 4.2
--------------- --------------- ------------- ------------- ------------- ------------
Total Temporarily
Impaired Securities .. $ 2,687.5 $ 33.2 $ 653.5 $ 28.2 $ 3,341.0 $ 61.4
=============== =============== ============= ============= ============= ============
The Insurance Group's fixed maturity investment portfolio includes corporate
high yield securities consisting of public high yield bonds, redeemable
preferred stocks and directly negotiated debt in leveraged buyout
transactions. The Insurance Group seeks to minimize the higher than normal
credit risks associated with such securities by monitoring concentrations in
any single issuer or a particular industry group. These corporate high yield
securities are classified as other than investment grade by the various
rating agencies, i.e., a rating below Baa3/BBB- or 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, 2004,
approximately
F-19
$987.3 million or 3.6% of the $27,154.5 million aggregate amortized cost of
bonds held by the Company was considered to be other than investment grade.
At December 31, 2004, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $15.5 million.
The Insurance Group holds equity in limited partnership interests and other
equity method investments that primarily invest in securities considered to
be other than investment grade. The carrying values at December 31, 2004 and
2003 were $891.0 million and $775.5 million, respectively.
The payment terms of mortgage loans on real estate may from time to time be
restructured or modified. The investment in restructured mortgage loans on
real estate, based on amortized cost, amounted to $17.6 million and $122.4
million at December 31, 2004 and 2003, respectively. Gross interest income
on these loans included in net investment income aggregated $6.9 million,
$7.8 million and $5.3 million in 2004, 2003 and 2002, respectively. Gross
interest income on restructured mortgage loans on real estate that would
have been recorded in accordance with the original terms of such loans
amounted to $8.5 million, $10.0 million and $6.8 million in 2004, 2003 and
2002, respectively.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
DECEMBER 31,
----------------------------------------
2004 2003
------------------- -------------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances...... $ 89.4 $ 149.4
Impaired mortgage loans without investment valuation allowances... 10.7 29.1
------------------- -------------------
Recorded investment in impaired mortgage loans.................... 100.1 178.5
Investment valuation allowances................................... (11.3) (18.8)
------------------- -------------------
Net Impaired Mortgage Loans....................................... $ 88.8 $ 159.7
=================== ===================
During 2004, 2003 and 2002, respectively, the Company's average recorded
investment in impaired mortgage loans was $148.3 million, $180.9 million and
$138.1 million. Interest income recognized on these impaired mortgage loans
totaled $11.4 million, $12.3 million and $10.0 million for 2004, 2003 and
2002, respectively.
Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans, interest
income is recognized under the cash basis of accounting and the resumption
of the interest accrual would commence only after all past due interest has
been collected or the mortgage loan on real estate has been restructured to
where the collection of interest is considered likely. At December 31, 2004
and 2003, respectively, the carrying value of mortgage loans on real estate
that had been classified as nonaccrual loans was $79.2 million and $143.2
million.
The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At December
31, 2004 and 2003, the carrying value of equity real estate held-for-sale
amounted to zero and $56.9 million, respectively. For 2004, 2003 and 2002,
respectively, real estate of zero, $2.8 million and $5.6 million was
acquired in satisfaction of debt. At December 31, 2004 and 2003, the Company
owned $221.0 million and $275.8 million, respectively, of real estate
acquired in satisfaction of debt of which $2.2 million and $3.6 million,
respectively, are held as real estate joint ventures.
Accumulated depreciation on real estate was $207.5 million and $189.6
million at December 31, 2004 and 2003, respectively. Depreciation expense on
real estate totaled $20.8 million, $38.8 million and $18.0 million for 2004,
2003 and 2002, respectively.
F-20
Investment valuation allowances for mortgage loans and equity real estate
and changes thereto follow:
2004 2003 2002
---------------- ---------------- -----------------
(IN MILLIONS)
Balances, beginning of year.......................... $ 20.5 $ 55.0 $ 87.6
Additions charged to income.......................... 3.9 12.2 32.5
Deductions for writedowns and
asset dispositions................................. (13.1) (15.2) (65.1)
Deduction for transfer of real estate held-for-sale
to real estate held for the production of income... - (31.5) -
---------------- ---------------- -----------------
Balances, End of Year................................ $ 11.3 $ 20.5 $ 55.0
================ ================ =================
Balances, end of year comprise:
Mortgage loans on real estate...................... $ 11.3 $ 18.8 $ 23.4
Equity real estate................................. - 1.7 31.6
---------------- ---------------- -----------------
Total................................................ $ 11.3 $ 20.5 $ 55.0
================ ================ =================
4) EQUITY METHOD INVESTMENTS
Included in equity real estate or other equity investments, as appropriate,
is the Company's interest in real estate joint ventures, limited partnership
interests and investment companies accounted for under the equity method
with a total carrying value of $1,008.2 million and $896.9 million,
respectively, at December 31, 2004 and 2003. The Company's total equity in
net earnings (losses) for these real estate joint ventures and limited
partnership interests was $66.2 million, $4.3 million and $(18.3) million,
respectively, for 2004, 2003 and 2002.
Summarized below is the combined financial information only for those real
estate joint ventures and for those limited partnership interests accounted
for under the equity method in which the Company has an investment of $10.0
million or greater and an equity interest of 10% or greater (6 and 6
individual ventures at December 31, 2004 and 2003, respectively) and the
Company's carrying value and equity in net earnings for those real estate
joint ventures and limited partnership interests:
DECEMBER 31,
------------------------------------
2004 2003
---------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 537.1 $ 551.6
Investments in securities, generally at estimated fair value........... 162.4 204.8
Cash and cash equivalents.............................................. 13.5 37.6
Other assets........................................................... 23.0 22.8
---------------- -----------------
Total Assets........................................................... $ 736.0 $ 816.8
================ =================
Borrowed funds - third party........................................... $ 254.3 $ 259.7
Other liabilities...................................................... 17.4 19.5
---------------- -----------------
Total liabilities...................................................... 271.7 279.2
---------------- -----------------
Partners' capital...................................................... 464.3 537.6
---------------- -----------------
Total Liabilities and Partners' Capital................................ $ 736.0 $ 816.8
================ =================
The Company's Carrying Value in These Entities Included Above.......... $ 168.8 $ 168.8
================ =================
F-21
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 95.2 $ 95.6 $ 98.4
Net revenues (losses) of
other limited partnership interests.............. 19.8 26.0 (23.2)
Interest expense - third party..................... (16.9) (18.0) (19.8)
Other expenses..................................... (64.0) (61.7) (59.3)
----------------- ---------------- -----------------
Net Earnings (Losses).............................. $ 34.1 $ 41.9 $ (3.9)
================= ================ =================
The Company's Equity in Net Earnings of These
Entities Included Above.......................... $ 11.0 $ 5.0 $ 12.8
================= ================ =================
5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)
The sources of net investment income follows:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 1,879.5 $ 1,792.6 $ 1,755.4
Mortgage loans on real estate...................... 249.6 279.5 314.8
Equity real estate................................. 124.8 136.9 153.7
Other equity investments........................... 78.4 49.3 (45.4)
Policy loans....................................... 251.0 260.1 269.4
Other investment income............................ 92.0 66.8 114.1
----------------- ---------------- -----------------
Gross investment income.......................... 2,675.3 2,585.2 2,562.0
Investment expenses.............................. (173.9) (198.3) (184.8)
----------------- ---------------- -----------------
Net Investment Income.............................. $ 2,501.4 $ 2,386.9 $ 2,377.2
================= ================ =================
Investment gains (losses) by investment category, including changes in the
valuation allowances, follow:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 26.3 $ (100.7) $ (374.3)
Mortgage loans on real estate...................... .2 1.3 3.7
Equity real estate................................. 11.6 26.8 101.5
Other equity investments........................... 24.4 2.0 3.3
Issuance and sales of Alliance Units............... - - .5
Other.............................................. 2.5 8.3 (13.2)
----------------- ---------------- -----------------
Investment gains (losses), net................... $ 65.0 $ (62.3) $ (278.5)
================= ================ =================
Writedowns of fixed maturities amounted to $36.4 million, $193.2 million and
$312.8 million for 2004, 2003 and 2002, respectively. Writedowns of mortgage
loans on real estate and equity real estate amounted to $10.3 million and
zero, respectively, for 2004 and $5.2 million and zero, respectively, for
2003.
For 2004, 2003 and 2002, respectively, proceeds received on sales of fixed
maturities classified as available for sale amounted to $2,908.3 million,
$4,773.5 million and $7,176.3 million. Gross gains of $47.7 million, $105.1
million and $108.4 million and gross losses of $9.7 million, $39.5 million
and $172.9 million, respectively, were realized on these sales. The change
in unrealized investment gains (losses) related to fixed maturities
classified as available for sale for 2004, 2003 and 2002 amounted to $.8
million, $416.8 million and $1,047.8 million, respectively.
F-22
In 2004, 2003 and 2002, respectively, net unrealized holding gains (losses)
on trading account equity securities of $.3 million, $2.1 million, and $.5
million were included in net investment income in the consolidated
statements of earnings. These trading securities had a carrying value of
$1.2 million and $1.0 million and costs of $.4 million and $1.9 million
at December 31, 2004 and 2003, respectively.
For 2004, 2003 and 2002, investment results passed through to certain
participating group annuity contracts as interest credited to policyholders'
account balances amounted to $70.4 million, $76.5 million and $92.1 million,
respectively.
Net unrealized investment gains (losses) included in the consolidated
balance sheets as a component of accumulated other comprehensive income and
the changes for the corresponding years, including Other Discontinued
Operations on a line-by-line basis, follow:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Balance, beginning of year......................... $ 892.8 $ 681.1 $ 215.5
Changes in unrealized investment gains (losses).... (12.8) 440.8 1,049.9
Changes in unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other........................ (1.5) (53.0) (157.3)
DAC............................................ (2.5) (65.7) (174.1)
Deferred income taxes.......................... (1.9) (110.4) (252.9)
----------------- ---------------- -----------------
Balance, End of Year............................... $ 874.1 $ 892.8 $ 681.1
================= ================ =================
2004 2003 2002
------------- --------------- --------------
(IN MILLIONS)
Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities............................... $ 2,003.2 $ 2,015.7 $ 1,572.0
Other equity investments....................... 1.2 1.5 (1.5)
Other.......................................... (28.1) (28.1) (22.2)
----------------- ------------------ -----------------
Total........................................ 1,976.3 1,989.1 1,548.3
Amounts of unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other....................... (275.7) (274.2) (221.2)
DAC.......................................... (342.2) (339.7) (274.0)
Deferred income taxes........................ (484.3) (482.4) (372.0)
----------------- ------------------ -----------------
Total.............................................. $ 874.1 $ 892.8 $ 681.1
================= ================== =================
Changes in unrealized gains (losses) reflect changes in fair value of only
those fixed maturities and equity securities classified as available for
sale and do not reflect any changes in fair value of policyholders' account
balances and future policy benefits.
F-23
6) ACCUMULATED OTHER COMPREHENSIVE INCOME
Accumulated other comprehensive income represents cumulative gains and
losses on items that are not reflected in earnings. The balances for the
past three years follow:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Unrealized gains on investments.................... $ 874.1 $ 892.8 $ 681.1
----------------- ---------------- -----------------
Total Accumulated Other
Comprehensive Income............................. $ 874.1 $ 892.8 $ 681.1
================= ================ =================
The components of other comprehensive income for the past three years
follow:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Net unrealized gains (losses) on investments:
Net unrealized gains arising during
the period..................................... $ 69.4 $ 416.6 $ 1,008.9
(Gains) losses reclassified into net earnings
during the period.............................. (82.2) 24.2 41.0
----------------- ---------------- -----------------
Net unrealized gains on investments................ (12.8) 440.8 1,049.9
Adjustments for policyholders liabilities,
DAC and deferred income taxes.................. (5.9) (229.1) (584.3)
----------------- ---------------- -----------------
Change in unrealized (losses) gains, net of
adjustments.................................... (18.7) 211.7 465.6
Change in minimum pension liability................ - - .1
----------------- ---------------- -----------------
Total Other Comprehensive (Loss) Income............ $ (18.7) $ 211.7 $ 465.7
================= ================ =================
7) CLOSED BLOCK
The excess of Closed Block liabilities over Closed Block assets (adjusted to
exclude the impact of related amounts in accumulated other comprehensive
income) 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 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 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.
F-24
Summarized financial information for the Closed Block is as follows:
DECEMBER 31, December 31,
2004 2003
----------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,911.5 $ 8,972.1
Policyholder dividend obligation..................................... 264.3 242.1
Other liabilities.................................................... 122.1 129.5
----------------- -----------------
Total Closed Block liabilities....................................... 9,297.9 9,343.7
----------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,488.6 and $5,061.0).......................... 5,823.2 5,428.5
Mortgage loans on real estate........................................ 1,098.8 1,297.6
Policy loans......................................................... 1,322.5 1,384.5
Cash and other invested assets....................................... 37.1 143.3
Other assets......................................................... 187.0 199.2
----------------- -----------------
Total assets designated to the Closed Block......................... 8,468.6 8,453.1
----------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 829.3 890.6
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $24.6 and $43.9 and policyholder dividend
obligation of $264.3 and $242.1................................. 45.7 81.6
----------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 875.0 $ 972.2
================= =================
Closed Block revenues and expenses were as follows:
2004 2003 2002
---------------- ---------------- --------------------
(IN MILLIONS)
REVENUES:
Premiums and other income............................ $ 471.0 $ 508.5 $ 543.8
Investment income (net of investment
expenses of $.3, $2.4, and $5.4).................. 554.8 559.2 582.4
Investment gains (losses), net....................... 18.6 (35.7) (47.0)
---------------- ---------------- --------------------
Total revenues....................................... 1,044.4 1,032.0 1,079.2
---------------- ---------------- --------------------
BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits and dividends................ 887.3 924.5 980.2
Other operating costs and expenses................... 3.5 4.0 4.4
---------------- ---------------- --------------------
Total benefits and other deductions.................. 890.8 928.5 984.6
---------------- ---------------- --------------------
Net revenues before income taxes..................... 153.6 103.5 94.6
Income tax expense................................... (56.4) (37.5) (34.7)
---------------- ---------------- --------------------
Net Revenues......................................... $ 97.2 $ 66.0 $ 59.9
================ ================ ====================
F-25
Reconciliation of the policyholder dividend obligation is as follows:
DECEMBER 31,
------------------------------------
2004 2003
---------------- -----------------
(IN MILLIONS)
Balance at beginning of year........................................... $ 242.1 $ 213.3
Unrealized investment gains............................................ 22.2 28.8
---------------- -----------------
Balance at End of Year ................................................ $ 264.3 $ 242.1
================ =================
Impaired mortgage loans along with the related investment valuation
allowances follows:
DECEMBER 31,
------------------------------------
2004 2003
---------------- -----------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances........... $ 59.5 $ 58.3
Impaired mortgage loans without investment valuation allowances........ 2.3 5.8
---------------- -----------------
Recorded investment in impaired mortgage loans......................... 61.8 64.1
Investment valuation allowances........................................ (4.2) (3.7)
---------------- -----------------
Net Impaired Mortgage Loans............................................ $ 57.6 $ 60.4
================ =================
During 2004, 2003 and 2002, the Closed Block's average recorded investment
in impaired mortgage loans was $64.2 million, $51.9 million and $26.0
million, respectively. Interest income recognized on these impaired mortgage
loans totaled $4.7 million, $2.7 million and $2.1 million for 2004, 2003 and
2002, respectively.
Valuation allowances amounted to $4.0 million and $3.6 million on mortgage
loans on real estate and zero and $.1 million on equity real estate at
December 31, 2004 and 2003, respectively. Writedowns of fixed maturities
amounted to $10.8 million, $37.8 million and $40.0 million for 2004, 2003
and 2002, respectively.
8) OTHER DISCONTINUED OPERATIONS
Summarized financial information for Other Discontinued Operations follows:
DECEMBER 31,
--------------------------------------
2004 2003
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $643.6 and $644.7).............................. $ 702.1 $ 716.4
Equity real estate................................................... 190.1 198.2
Mortgage loans on real estate........................................ 21.4 63.9
Other equity investments............................................. 4.4 7.5
Other invested assets................................................ .3 .2
----------------- -----------------
Total investments.................................................. 918.3 986.2
Cash and cash equivalents............................................ 150.2 63.0
Other assets......................................................... 33.3 110.9
----------------- -----------------
Total Assets......................................................... $ 1,101.8 $ 1,160.1
================= =================
Policyholders liabilities............................................ $ 844.6 $ 880.3
Allowance for future losses.......................................... 132.7 173.4
Other liabilities.................................................... 124.5 106.4
----------------- -----------------
Total Liabilities.................................................... $ 1,101.8 $ 1,160.1
================= =================
F-26
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $17.2, $21.0 and $18.1).............. $ 68.5 $ 70.6 $ 69.7
Investment gains, net.............................. 3.6 5.4 34.2
Policy fees, premiums and other income............. - - .2
----------------- ---------------- -----------------
Total revenues..................................... 72.1 76.0 104.1
Benefits and other deductions...................... (99.4) 89.4 98.7
(Losses charged) earnings credited to allowance
for future losses................................ (27.3) (13.4) 5.4
----------------- ---------------- -----------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing the allowance
for future losses................................ 12.0 5.2 8.7
Income tax expense................................. (4.1) (1.8) (3.1)
----------------- ---------------- -----------------
Earnings from Other
Discontinued Operations.......................... $ 7.9 $ 3.4 $ 5.6
================= ================ =================
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of discontinued operations
against the allowance, re-estimates future losses and adjusts the allowance,
if appropriate. Additionally, as part of the Company's annual planning
process, investment and benefit cash flow projections are prepared. These
updated assumptions and estimates resulted in a release of allowance in each
of the three years presented.
Valuation allowances of zero and $2.5 million on mortgage loans on real
estate were held at December 31, 2004 and 2003, respectively. During 2004,
2003 and 2002, discontinued operations' average recorded investment in
impaired mortgage loans was $8.4 million, $16.2 million and $25.3 million,
respectively. Interest income recognized on these impaired mortgage loans
totaled $1.0 million, $1.3 million and $2.5 million for 2004, 2003 and 2002,
respectively.
9) GMDB, GMIB, GMWB AND NO LAPSE GUARANTEES
Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
The Company issues certain variable annuity contracts with GMDB and GMIB
features that guarantee either:
a) Return of Premium: the benefit is the greater of current account value or
premiums paid (adjusted for withdrawals);
b) 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);
c) 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; or
d) Combo: the benefit is the greater of the ratchet benefit or the roll-up
benefit.
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 in 2004:
F-27
GMDB GMIB TOTAL
----------------- ---------------- -----------------
(IN MILLIONS)
Balance at December 31, 2002....................... $ 128.4 $ 117.5 $ 245.9
Paid guarantee benefits.......................... (65.6) - (65.6)
Other changes in reserves........................ 6.5 (31.9) (25.4)
----------------- ---------------- -----------------
Balance at December 31, 2003....................... 69.3 85.6 154.9
Paid guarantee benefits.......................... (46.8) - (46.8)
Other changes in reserve......................... 45.1 32.0 77.1
----------------- ---------------- -----------------
Balance at December 31, 2004....................... $ 67.6 117.6 185.2
================= ================ =================
Related GMDB reinsurance ceded amounts were:
GMDB
-----------------
Balance at December 31, 2002....................... $ 21.5
Paid guarantee benefits.......................... (18.5)
Other changes in reserves........................ 14.2
-----------------
Balance at December 31, 2003....................... 17.2
Paid guarantee benefits.......................... (12.9)
Other changes in reserve......................... 6.0
-----------------
Balance at December 31, 2004....................... $ 10.3
=================
The GMIB reinsurance contracts are considered derivatives and are reported
at fair value; see Note 16 of Notes to Consolidated Financial Statements.
The December 31, 2004 values for those variable contracts with GMDB and GMIB
features are presented in the following table. Since variable contracts with
GMDB guarantees may also offer GMIB guarantees in each contract, the GMDB
and GMIB amounts listed are not mutually exclusive:
RETURN
OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
------- ------- ------- ----- -----
(DOLLARS IN MILLIONS)
GMDB:
- -----
Account Value (1)................................... $ 30,176 $6,264 $8,265 $10,935 $55,640
Net amount at risk, gross .......................... $ 965 $623 $1,852 $15 $3,455
Net amount at risk, net of amounts reinsured... $ 963 $419 $1,113 $15 $2,510
Average attained age of Contractholders......... 49.6 60.1 62.6 60.3 52.0
Percentage of Contractholders over age 70..... 7.3% 21.7% 28.2% 20.5% 10.9%
Range of guaranteed minimum return rates.... N/A N/A 3%-6% 3%-6% 3%-6%
GMIB:
- -----
Account Value (2)................................... N/A N/A $5,834 $14,892 $20,726
Net amount at risk, gross .......................... N/A N/A $372 - $372
Net amount at risk, net of amounts reinsured... N/A N/A $92 - $92
Weighted average years remaining until annuitization N/A N/A 3.7 9.2 7.3
Range of guaranteed minimum return rates.... N/A N/A 3%-6% 3%-6% 3%-6%
F-28
(1) Included General Account balances of $11,711 million, $220 million, $136
million and $440 million, respectively, for a total of $12,507 million.
(2) Included General Account balances of $1 million and $641 million,
respectively, for a total of $642 million.
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 defined as 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.
In 2003, AXA Equitable initiated a program intended to hedge certain risks
associated with the GMDB feature of the Accumulator(R) series of annuity
products sold beginning April 2002. In 2004, the program was expanded to
include hedging for certain risks associated with the GMIB feature of the
Accumulator(R) series of annuity products sold beginning 2004. This program
currently utilizes exchange-traded futures contracts that are dynamically
managed in an effort to reduce the economic impact of unfavorable changes in
GMDB and GMIB exposures attributable to movements in the equity and fixed
income markets. At December 31, 2004, the total account value and net amount
at risk of contracts were $20,887 million and $21 million, respectively, for
the GMDB hedge program and $7,446 million and zero, respectively, for the
GMIB hedge program.
In third quarter 2004, AXA Equitable began to sell variable annuity
contracts with guaranteed minimum withdrawal benefits ("GMWB"). At December
31, 2004, the reserve for such benefits was zero.
The following table presents the aggregate fair value of assets, by major
investment fund option, held by Separate Accounts that are subject to GMDB
and GMIB benefits and guarantees. Since variable 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, December 31,
2004 2003
---------------- ------------------
(IN MILLIONS)
GMDB:
Equity............................................................... $ 32,088 $ 26,159
Fixed income......................................................... 4,192 3,815
Balanced............................................................. 5,342 2,761
Other................................................................ 1,551 1,497
---------------- ------------------
Total................................................................ $ 43,173 $ 34,232
================ ==================
GMIB:
Equity............................................................... $ 14,325 $ 10,025
Fixed income......................................................... 2,425 2,319
Balanced............................................................. 2,768 725
Other................................................................ 565 711
---------------- ------------------
Total................................................................ $ 20,083 $ 13,780
================ ==================
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.
F-29
The following table summarizes the no lapse guarantee liabilities reflected
in the General Account in future policy benefits and other policyholders
liabilities, and related reinsurance ceded:
DIRECT REINSURANCE
LIABILITY CEDED NET
----------------- ----------------- -----------------
(IN MILLIONS)
Balance at December 31, 2003....................... $ 37.4 $ - $ 37.4
Impact of adoption of SOP 03-1................... (23.4) (1.7) (25.1)
Other changes in reserve......................... 6.5 (4.4) 2.1
----------------- ----------------- -----------------
Balance at December 31, 2004....................... $ 20.5 $ (6.1) $ 14.4
================= ================= =================
10) SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consists of the following:
DECEMBER 31,
--------------------------------------
2004 2003
----------------- -----------------
(IN MILLIONS)
Short-term debt:
Current portion of long -term debt................................... $ 399.9 $ -
Promissory note, 1.44% .............................................. 248.3 248.3
----------------- -----------------
Total short-term debt................................................ 648.2 248.3
----------------- -----------------
Long-term debt:
AXA Equitable:
Surplus notes, 6.95%, due 2005..................................... - 399.8
Surplus notes, 7.70%, due 2015..................................... 199.8 199.8
----------------- -----------------
Total AXA Equitable............................................ 199.8 599.6
----------------- -----------------
Alliance:
Senior Notes, 5.625%, due 2006..................................... 399.2 398.8
Other.............................................................. 8.3 6.5
----------------- -----------------
Total Alliance................................................. 407.5 405.3
----------------- -----------------
Total long-term debt................................................. 607.3 1,004.9
----------------- -----------------
Total Short-term and Long-term Debt.................................. $ 1,255.5 $ 1,253.2
================= =================
Short-term Debt
---------------
AXA Equitable discontinued its commercial paper program concurrent with the
maturity of its $350.0 million credit facility during the fourth quarter of
2004.
On July 9, 2004, AXA and certain of its subsidiaries entered into a
(euro)3.5 billion global credit facility which matures July 9, 2009, with a
group of 30 commercial banks and other lenders. Under the terms of the
revolving credit facility, up to $500.0 million is available to AXA
Financial, the parent of AXA Equitable.
AXA Equitable has a $350.0 million, one year promissory note, of which
$101.7 million is included within Other Discontinued Operations. The
promissory note, which matures in March 2005, is related to wholly owned
real estate. Certain terms of the promissory note, such as interest rate and
maturity date, are negotiated annually.
At December 31, 2004 and 2003, the Company had pledged real estate of $307.1
million and $309.8 million, respectively, as collateral for certain
short-term debt.
Since 1998, Alliance has had a $425.0 million commercial paper program. In
September 2002, Alliance entered into an $800.0 million five-year revolving
credit facility with a group of commercial banks and other
F-30
lenders. Of the $800.0 million total, $425.0 million is intended to provide
back-up liquidity for Alliance's $425.0 million commercial paper program,
with the balance available for general purposes. Under this revolving credit
facility, the interest rate, at the option of Alliance, is a floating rate
generally based upon a defined prime rate, a rate related to the London
Interbank Offered Rate ("LIBOR") or the Federal funds rate. The revolving
credit facility contains covenants that, among other things, require
Alliance to meet certain financial ratios. Alliance was in compliance with
the covenants at December 31, 2004. At December 31, 2004, no borrowings were
outstanding under Alliance's commercial paper program or revolving credit
facilities.
At December 31, 2004, Alliance maintained a $100.0 million extendible
commercial notes ("ECN") program as a supplement to its $425.0 million
commercial paper program. ECNs are short-term uncommitted debt instruments
that do not require back-up liquidity support. At December 31, 2004, no
amounts were outstanding under the ECN program.
Long-term Debt
--------------
At December 31, 2004, the Company was not in breach of any debt covenants.
At December 31, 2004, aggregate maturities of the long-term debt based on
required principal payments at maturity were $400.0 million for 2005, $408.4
million for 2006, zero for 2007, 2008 and 2009, and $200.0 million
thereafter.
In August 2001, Alliance issued $400.0 million 5.625% notes pursuant to a
shelf registration statement under which Alliance may issue up to $600.0
million in senior debt securities. These Alliance notes mature in 2006 and
are redeemable at any time. The proceeds from the Alliance notes were used
to reduce commercial paper and credit facility borrowings and for other
general partnership purposes.
11) INCOME TAXES
A summary of the income tax expense in the consolidated statements of
earnings follows:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Income tax expense:
Current expense (benefit)........................ $ 358.9 $ 112.5 $ (400.0)
Deferred expense................................. 37.4 128.0 450.9
----------------- ---------------- -----------------
Total.............................................. $ 396.3 $ 240.5 $ 50.9
================= ================ =================
The income taxes attributable to consolidated operations are different from
the amounts determined by multiplying the earnings before income taxes and
minority interest by the expected income tax rate of 35%. The sources of the
difference and their tax effects follow:
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Expected income tax expense........................ $ 586.0 $ 332.6 $ 360.0
Minority interest.................................. (110.4) (58.7) (128.3)
Separate Account investment activity............... (63.3) (29.1) (159.3)
Non-taxable investment income...................... (22.6) (20.8) 3.4
Non-deductible penalty............................. - 14.8 -
Adjustment of tax audit reserves................... 7.7 (9.9) (34.2)
Non-deductible goodwill and other intangibles...... 2.7 - -
Other.............................................. (3.8) 11.6 9.3
----------------- ---------------- -----------------
Income Tax Expense................................. $ 396.3 $ 240.5 $ 50.9
================= ================ =================
The components of the net deferred income taxes are as follows:
F-31
DECEMBER 31, 2004 December 31, 2003
--------------------------------- ---------------------------------
ASSETS LIABILITIES Assets Liabilities
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
Compensation and related benefits...... $ - $ 213.9 $ - $ 271.8
Reserves and reinsurance............... 945.1 - 801.9 -
DAC.................................... - 2,026.8 - 1,855.6
Unrealized investment gains............ - 483.7 - 482.4
Investments............................ - 557.9 - 525.3
Other.................................. - 41.9 6.7 -
--------------- ---------------- --------------- ---------------
Total.................................. $ 945.1 $ 3,324.2 $ 808.6 $ 3,135.1
=============== ================ =============== ===============
In 2002, the Company recorded a $144.3 million benefit resulting from the
favorable treatment of certain tax matters related to Separate Account
investment activity arising during the 1997-2001 tax years and a settlement
with the Internal Revenue Service (the "IRS") with respect to such tax
matters for the 1992-1996 tax years.
In 2003, the IRS commenced an examination of the AXA Financial's
consolidated Federal income tax returns, which includes the Company, for the
years 1997 through 2001. Management believes this audit will have no
material adverse effect on the Company's consolidated results of operations
or financial position.
12) REINSURANCE AGREEMENTS
The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group 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.
During 2004, the Insurance Group reinsured most of its new variable life,
universal life and term life policies on an excess of retention basis,
retaining up to a maximum of $15 million on single-life policies and $20
million on second-to-die policies with the excess 100% reinsured. For
certain segments of its business, the Insurance Group ceded 50% of the
business underwritten by AXA Equitable on a guaranteed or simplified issue
basis was ceded on a yearly renewable term basis. The Insurance Group also
reinsures the entire risk on certain substandard underwriting risks and in
certain other cases. Likewise, certain risks that would otherwise be
reinsured on a proportional basis have been retained.
At December 31, 2004, the Company had reinsured in the aggregate
approximately 27.4% of its current exposure to the GMDB obligation on
annuity contracts in-force and, subject to certain maximum amounts or caps
in any one period, approximately 75.3% of its current liability exposure
resulting from the GMIB feature.
Based on management's estimates of future contract cash flows and
experience, the estimated fair values of the GMIB reinsurance contracts,
considered derivatives under SFAS No. 133, at December 31, 2004 and 2003
were $90.0 million and $29.0 million, respectively. The increase (decrease)
in estimated fair value was $61.0 million and $(91.0) million for the years
ended December 31, 2004 and 2003, respectively.
At December 31, 2004 and 2003, respectively, reinsurance recoverables
related to insurance contracts amounted to $2.55 billion and $2.46 billion.
Reinsurance payables related to insurance contracts totaling $27.9 million
and $27.5 million are included in other liabilities in the consolidated
balance sheets.
The Insurance Group cedes 100% of its group life and health business to a
third party insurer. Insurance liabilities ceded totaled $387.4 million and
$389.7 million at December 31, 2004 and 2003, respectively.
The Insurance Group also cedes a portion of its extended term insurance,
paid up life insurance and guaranteed interest contracts and substantially
all of its individual disability income through various coinsurance
agreements.
F-32
In addition to the sale of insurance products, the Insurance Group acts as a
professional retrocessionaire by assuming life reinsurance from professional
reinsurers. The Insurance Group has also assumed accident, health, aviation
and space risks by participating in or reinsuring various reinsurance pools
and arrangements. Reinsurance assumed reserves at December 31, 2004 and 2003
were $653.0 million and $587.5 million, respectively.
The following table summarizes the effect of reinsurance (excluding group
life and health):
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Direct premiums.................................... $ 828.9 $ 913.8 $ 954.6
Reinsurance assumed................................ 191.2 153.2 181.4
Reinsurance ceded.................................. (140.5) (177.6) (190.8)
----------------- ---------------- -----------------
Premiums........................................... $ 879.6 $ 889.4 $ 945.2
================= ================ =================
Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 134.8 $ 100.3 $ 96.6
================= ================ =================
Policyholders' Benefits Ceded...................... $ 344.7 $ 390.9 $ 346.3
================= ================ =================
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 50.2 $ 49.7 $ 54.6
================= ================ =================
13) EMPLOYEE BENEFIT PLANS
The Company sponsors qualified and non-qualified defined benefit plans
covering substantially all employees (including certain qualified part-time
employees), managers and certain agents. The pension plans are
non-contributory. AXA Equitable's benefits are based on a cash balance
formula or years of service and final average earnings, if greater, under
certain grandfathering rules in the plans. Alliance's benefits are based on
years of credited service, average final base salary and primary social
security benefits. The Company uses a December 31 measurement date for its
pension and postretirement plans.
Generally, the Company's funding policy is to make the minimum contribution
required by the Employee Retirement Income Security Act of 1974 ("ERISA").
The Company made cash contributions in 2004 to the qualified plans of $10.0
million. The Company expected to require no cash contributions to the
qualified plans to satisfy the minimum funding requirements for the year
ended 2005.
Components of net periodic pension expense (credit) follow:
2004 2003 2002
----------------- ---------------- -----------------
(In Millions)
Service cost....................................... $ 34.6 $ 31.8 $ 32.1
Interest cost on projected benefit obligations..... 121.9 122.6 125.3
Expected return on assets.......................... (170.9) (173.9) (181.8)
Net amortization and deferrals..................... 64.7 53.4 6.4
----------------- ---------------- -----------------
Net Periodic Pension Expense....................... $ 50.3 $ 33.9 $ (18.0)
================= ================ =================
F-33
The projected benefit obligations under the pension plans were comprised of:
December 31,
-----------------------------------
2004 2003
--------------- -----------------
(In Millions)
Benefit obligations, beginning of year................................. $ 2,013.3 $ 1,883.9
Service cost........................................................... 28.6 26.8
Interest cost.......................................................... 121.9 122.6
Actuarial losses ...................................................... 184.0 113.5
Benefits paid.......................................................... (135.8) (133.5)
--------------- -----------------
Benefit Obligations, End of Year....................................... $ 2,212.0 $ 2,013.3
=============== =================
The change in plan assets and the funded status of the pension plans was as
follows:
December 31,
----------------------------------
2004 2003
--------------- ----------------
(In Millions)
Plan assets at fair value, beginning of year.............................. $ 2,015.1 $ 1,785.4
Actual return on plan assets.............................................. 243.9 359.7
Contributions............................................................. 11.4 10.0
Benefits paid and fees.................................................... (143.7) (140.0)
--------------- ----------------
Plan assets at fair value, end of year.................................... 2,126.7 2,015.1
Projected benefit obligations............................................. 2,212.0 2,013.3
--------------- ----------------
(Underfunding) excess of plan assets over projected benefit obligations... (85.3) 1.8
Unrecognized prior service cost........................................... (9.8) (34.8)
Unrecognized net loss from past experience different
from that assumed....................................................... 927.5 904.3
Unrecognized net asset at transition...................................... (1.3) (1.3)
--------------- ----------------
Prepaid Pension Cost, Net................................................. $ 831.1 $ 870.0
=============== ================
The prepaid pension cost for pension plans with assets in excess of
projected benefit obligations was $852.4 million and $886.4 million and the
accrued liability for pension plans with accumulated benefit obligations in
excess of plan assets was $21.3 million and $16.4 million at December 31,
2004 and 2003, respectively.
The following table discloses the estimated fair value of plan assets and
the percentage of estimated fair value to total plan assets:
DECEMBER 31,
---------------------------------------------------------
2004 2003
--------------------------- ------------------------
(IN MILLIONS)
ESTIMATED Estimated
FAIR VALUE % Fair Value %
-------------------- ---- ---------------- -----
Corporate and government debt securities....... $ 450.1 21.2 $ 438.2 21.7
Equity securities.............................. 1,468.0 69.0 1,387.4 68.9
Equity real estate ............................ 192.8 9.1 184.8 9.2
Short-term investments......................... 14.9 .7 2.1 .1
Other.......................................... .9 - 2.6 .1
-------------------- ---------------
Total Plan Assets.............................. $ 2,126.7 $ 2,105.1
==================== ===============
The primary investment objective of the plans of the Company is to maximize
return on assets, giving consideration to prudent risk. Strategy with
respect to asset mix is designed to meet, and, if possible, exceed the
long-term rate-of-return assumptions for benefit obligations. The asset
allocation is designed with a long-term investment horizon, based on target
investment of 65% equities, 25% fixed income and 10% real estate. Emphasis
is given to equity investments, given their higher expected rate of return.
Fixed income investments are included to provide less volatile return. Real
Estate investments offer diversity to the total portfolio and long-term
inflation protection.
F-34
A secondary investment objective of the plans of the Company is to minimize
variation in annual net periodic pension cost over the long term and to fund
as much of the future liability growth as practical. Specifically, a
reasonable total rate of return is defined as income plus realized and
unrealized capital gains and losses such that the growth in projected
benefit obligation is less than the return on investments plus
contributions.
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, 2004 and 2003.
AXA Financial
--------------------------------
2004 2003
---- ----
Discount rate:
Benefit obligation............................................... 5.75% 6.25%
Periodic cost.................................................... 6.25% 6.75%
Rate of compensation increase:
Benefit obligation and periodic cost............................. 5.75% 5.78%
Expected long-term rate of return on plan assets (periodic cost)... 8.5% 8.5%
As noted above, the pension plans' target asset allocation is 65% equities,
25% fixed maturities, and 10% real estate. Management reviewed the
historical investment returns and future expectations of returns from these
asset classes to conclude that a long-term expected rate of return of 8.5%
is reasonable.
The aggregate accumulated benefit obligation and fair value of plan assets
for pension plans with accumulated benefit obligations in excess of plan
assets were zero and zero, respectively, at December 31, 2004, and $51.1
million and $37.3 million, respectively, at December 31, 2003. The
accumulated benefit obligation for all defined benefit pension plans was
$2,072.6 million and $1,933.5 million at December 31, 2004 and 2003,
respectively. The aggregate projected benefit obligation for pension plans
with projected benefit obligations in excess of plan assets was zero at
December 31, 2004 and $73.6 million at December 31, 2003.
Prior to 1987, the pension plan funded participants' benefits through the
purchase of non-participating annuity contracts from AXA Equitable. Benefit
payments under these contracts were approximately $23.2 million, $24.5
million and $26.0 million for 2004, 2003 and 2002, respectively.
The following table sets forth an estimate of future benefits expected to be
paid in each of the next five years, beginning January 1, 2005, 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, 2004 and include benefits attributable to estimated future
employee service.
PENSION BENEFITS
--------------------
(IN MILLIONS)
2005....................... $ 146.3
2006....................... 156.2
2007....................... 159.4
2008....................... 161.3
2009....................... 163.8
Years 2010 - 2014.......... 842.0
On December 8, 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "MMA") was signed into law. It introduced a
prescription drug benefit under Medicare Part D that would go into effect in
2006 as well as a Federal subsidy to employers whose plans provide an
"actuarially equivalent" prescription drug benefit, however, detailed
regulations necessary to implement and administer the MMA have not yet been
issued. Management and its actuarial advisors have not been able to conclude
as yet whether the prescription drug benefits provided under the Company's
retiree medical plans are actuarially equivalent to the new Medicare
prescription drug benefits for 2006 and future years. Consequently, measures
F-35
of the accumulated postretirement benefit obligations and net periodic
postretirement benefit cost for these plans at and for the year ended
December 31, 2004 do not reflect any amounts associated with enactment of
MMA, including the subsidy.
Alliance maintains several unfunded deferred compensation plans for the
benefit of certain eligible employees and executives. The Capital
Accumulation Plan was frozen on December 31, 1987 and no additional awards
have been made. For the active plans, benefits vest over a period ranging
from 3 to 8 years and are amortized as compensation and benefit expense.
ACMC, Inc. ("ACMC"), a subsidiary of the Company, is obligated to make
capital contributions to Alliance in amounts equal to benefits paid under
the Capital Accumulation Plan and the contractual unfunded deferred
compensation arrangements. In connection with the acquisition of Bernstein,
Alliance agreed to invest $96.0 million per annum for three years to fund
purchases of Alliance Holding units or an Alliance sponsored money market
fund in each case for the benefit of certain individuals who were
stockholders or principals of Bernstein or hired to replace them. The
Company has recorded compensation and benefit expenses in connection with
these deferred compensation plans totaling $140.4 million, $124.2 million
and $101.4 million for 2004, 2003 and 2002, respectively (including $61.3
million, $85.1 million and $63.7 million for 2004, 2003 and 2002,
respectively, relating to the Bernstein deferred compensation plan).
14) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivatives
-----------
The Insurance Group primarily uses derivatives for asset/liability risk
management, for hedging individual securities and certain equity exposures
and to reduce the Insurance Group's exposure of interest rate fluctuations.
Various derivative instruments are used to achieve these objectives,
including interest rate caps and 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. In addition, the Company periodically enters
into forward and futures contracts to hedge certain equity exposures,
including the program to hedge certain risks associated with the GMDB/GMIB
features of the Accumulator series of annuity products. At December 31,
2004, the Company's outstanding equity-based futures contracts were
exchanged-traded and net settled each day. Also, the Company has purchased
reinsurance contracts to mitigate the risks associated with the impact of
potential market fluctuations on future policyholder elections of GMIB
features contained in annuity contracts issued by the Company. See Note 12
to Notes to Consolidated Financial Statements.
Margins on individual insurance and annuity contracts are affected by
interest rate fluctuations. If interest rates fall, crediting interest rates
and dividends would be adjusted subject to competitive pressures. In
addition, policies are subject to minimum rate guarantees. To hedge exposure
to lower interest rates, the Company has used interest rate floors. At
December 31, 2004 the outstanding notional amount of interest rate floors
was $12.0 billion. For the year ended December 31, 2004 net unrealized
losses of $3.9 million and no realized gains were recognized from floor
contracts. These derivatives do not qualify for hedge accounting treatment
under GAAP.
The Company issues certain variable annuity products with GMDB and GMIB
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 policyholder account
balances would support. The risk associated with the GMIB feature is that
under-performance of the financial markets could result in GMIB benefits, in
the event of election, being higher than what accumulated policyholders
account balances would support. The Company initiated a dynamic hedging
program in the third quarter 2003, utilizing exchange traded futures
contracts, to hedge certain risks associated with the GMDB feature of
certain annuity products with a total account value of $20,887 million at
December 31, 2004, and in 2004, initiated a similar program to hedge certain
risks, associated with the GMIB feature of certain annuity products with a
total account value of $7,446 million at December 31, 2004. The futures
contracts are managed to correlate with changes in the value of the GMDB and
GMIB feature that result from financial markets movements. The Company
retains basis risk and risk associated with actual versus expected
assumptions for mortality, lapse and election rate. This program does not
qualify for hedge accounting treatment under GAAP. At December 31, 2004 the
Company had open exchange-traded futures positions on the S&P 500, Russell
1000 and NASDAQ 100 indices, having an aggregate notional amount of $956.7
million and an initial margin requirement of $51.2 million. Contracts are
net settled daily. At December 31, 2004, the Company had open
F-36
exchange-traded futures positions on the 10-year U.S. Treasury Note, having
an aggregate notional amount of $156.7 million and an initial margin
requirement of $1.3 million. Contracts are net settled daily. For the year
ended December 31, 2004, net realized losses of $63.1 million and net
unrealized losses of $20.6 million were recognized from futures contracts
utilized in this program and were partially offset by a similar decline in
the GMDB and GMIB reserve.
The Company is exposed to counterparty risk attributable to hedging
transactions entered into with counterparties. Exposure to credit risk is
controlled with the respect to each counterparty through a credit appraisal
and approval process. Each counterparty is currently rated 1 by the NAIC.
All derivatives outstanding at December 31, 2004 and 2003 are recognized on
the balance sheet at their fair values. The outstanding notional amounts of
derivative financial instruments purchased and sold were:
DECEMBER 31,
------------------------------------
2004 2003
---------------- -----------------
(IN MILLIONS)
Notional Amount by Derivative Type:
Options:
Floors.......................................................... $ 12,000 $ 12,000
Bond and equity-based futures................................... 1,113 275
---------------- -----------------
Total............................................................. $ 13,113 $ 12,275
================ =================
At December 31, 2004 and during the year then ended, there were no hybrid
instruments that required bifurcation of an embedded derivative component
under the provisions of SFAS No. 133.
All gains and losses on derivative financial instruments utilized by the
Company in 2004 and 2003 are reported in earnings. None of the derivatives
were designated as qualifying hedges under SFAS No. 133. For 2004 and 2003,
respectively, investment results, principally in net investment income,
included gross gains of $26.2 million and $.6 million and gross losses of
$114.2 million and $42.6 million that were recognized on derivative
positions.
Fair Value of Financial Instruments
-----------------------------------
The Company defines fair value as the 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 estimated using
present value or other valuation techniques. The fair value estimates 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 estimates 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 estimates cannot be substantiated by comparison to independent
markets, nor can the disclosed value be realized in immediate settlement of
the instrument.
Certain financial instruments are excluded, particularly insurance
liabilities other than financial guarantees and investment contracts. Fair
market values of off-balance-sheet financial instruments of the Insurance
Group were not material at December 31, 2004 and 2003.
Fair values for mortgage loans on real estate are estimated by discounting
future contractual cash flows using interest rates at which loans with
similar characteristics and credit quality would be made. Fair values for
foreclosed mortgage loans and problem mortgage loans are limited to the
estimated fair value of the underlying collateral if lower.
Fair values of policy loans are estimated by discounting the face value of
the loans from the time of the next interest rate review to the present, at
a rate equal to the excess of the current estimated market rates over the
current interest rate charged on the loan.
The estimated fair values for the Company's association plan contracts,
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain, which are included in policyholders' account
F-37
balances, and guaranteed interest contracts are estimated using projected
cash flows discounted at rates reflecting expected current offering rates.
The fair values for variable deferred annuities and single premium deferred
annuities, included in policyholders' account balances, are estimated as the
discounted value of projected account values. Current account values are
projected to the time of the next crediting rate review at the current
crediting rates and are projected beyond that date at the greater of current
estimated market rates offered on new policies or the guaranteed minimum
crediting rate. Expected cash flows and projected account values are
discounted back to the present at the current estimated market rates.
Fair values for long-term debt are determined using published market values,
where available, or contractual cash flows discounted at market interest
rates. The estimated fair values for non-recourse mortgage debt are
determined by discounting contractual cash flows at a rate that takes into
account the level of current market interest rates and collateral risk. The
estimated fair values for recourse mortgage debt are determined by
discounting contractual cash flows at a rate based upon current interest
rates of other companies with credit ratings similar to the Company. The
Company's carrying value of short-term borrowings approximates their
estimated fair value.
The carrying value and estimated fair value for financial instruments not
previously disclosed in Notes 3, 7, 8 and 10 of Notes to Consolidated
Financial Statements are presented below:
DECEMBER 31,
--------------------------------------------------------------------
2004 2003
--------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
Consolidated:
Mortgage loans on real estate.......... $ 3,131.9 $ 3,321.4 $ 3,503.1 $ 3,761.7
Other limited partnership interests.... 891.0 891.0 775.5 775.5
Policy loans........................... 3,831.4 4,358.2 3,894.3 4,481.9
Policyholders liabilities:
Investment contracts................. 17,755.5 18,175.5 16,817.0 17,245.9
Long-term debt......................... 607.3 665.9 1,004.9 1,105.7
Closed Block:
Mortgage loans on real estate.......... $ 1,098.8 $ 1,162.9 $ 1,297.6 $ 1,386.0
Other equity investments............... 3.8 3.8 14.2 14.2
Policy loans........................... 1,322.5 1,535.4 1,384.5 1,626.7
SCNILC liability....................... 13.1 13.1 14.8 14.9
Other Discontinued Operations:
Mortgage loans on real estate.......... $ 21.4 $ 23.1 $ 63.9 $ 69.5
Other equity investments............... 4.4 4.4 7.5 7.5
Guaranteed interest contracts.......... 6.8 6.8 17.8 16.3
Long-term debt......................... 101.7 101.7 101.7 101.7
15) COMMITMENTS AND CONTINGENT LIABILITIES
In addition to its debt and lease commitments discussed in Notes 10 and 17
of Notes to Consolidated Financial Statements, from time to time, the
Company has provided certain guarantees or commitments to affiliates,
investors and others. At December 31, 2004, these arrangements included
commitments by the Company to provide equity financing of $418.2 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
F-38
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 $60.5 million of letters of credit related to reinsurance of
which no amounts were outstanding at December 31, 2004. AXA Equitable had
$29.2 million in commitments under existing mortgage loan agreements at
December 31, 2004.
In February 2002, Alliance signed a $125.0 million agreement with a
commercial bank under which it guaranteed certain obligations of SCB LLC
incurred in the ordinary course of its business in the event SCB LLC is
unable to meet these obligations. At December 31, 2004, Alliance was not
required to perform under the agreement and had no liability outstanding in
connection with the agreement.
16) LITIGATION
A number of lawsuits have been filed against life and health insurers in the
jurisdictions in which AXA Equitable and its respective insurance
subsidiaries do business involving insurers' sales practices, alleged agent
misconduct, alleged failure to properly supervise agents, and other matters.
Some of the 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. AXA Equitable, Equitable Variable
Life Insurance Company ("EVLICO", which was merged into AXA Equitable
effective January 1, 1997), and AXA Life like other life and health
insurers, from time to time are involved in such litigations.
In October 2000, an action entitled SHAM MALHOTRA, ET AL. V. THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, AXA ADVISORS, LLC AND EQUITABLE
DISTRIBUTORS, INC. was commenced in the Supreme Court of the State of New
York, County of Nassau. The action was brought by two individuals who
purchased AXA Equitable deferred annuity products. The action purports to be
on behalf of a class consisting of all persons who purchased an individual
deferred annuity contract or who received a certificate to a group deferred
annuity contract, sold by one of the defendants, which was used to fund a
contributory retirement plan or arrangement qualified for favorable income
tax treatment; excluded from the class are officers, directors and agents of
the defendants. The complaint alleges that the defendants engaged in
fraudulent and deceptive practices in connection with the marketing and sale
of deferred annuity products to fund tax-qualified contributory retirement
plans. The complaint asserts claims for: deceptive business acts and
practices in violation of the New York General Business Law (the "GBL"); use
of misrepresentations and misleading statements in violation of the New York
Insurance Law; false or misleading advertising in violation of the GBL;
fraud, fraudulent concealment and deceit; negligent misrepresentation;
negligence; unjust enrichment and imposition of a constructive trust;
declaratory and injunctive relief; and reformation of the annuity contracts.
The complaint seeks injunctive and declaratory relief, an unspecified amount
of compensatory and punitive damages, restitution for all members of the
class, and an award of attorneys' fees, costs and expenses. In October 2000,
the defendants removed the action to the United States District Court for
the Eastern District of New York, and thereafter filed a motion to dismiss.
Plaintiffs filed a motion to remand the case to state court. In September
2001, the District Court issued a decision granting defendants' motion to
dismiss and denying plaintiffs' motion to remand, and judgment was entered
in favor of the defendants. In October 2001, plaintiffs filed a motion
seeking leave to reopen the case for the purpose of filing an amended
complaint. In addition, plaintiffs filed a new complaint in the District
Court, alleging a similar class and similar facts. The new complaint
asserted causes of action for violations of Federal securities laws in
addition to the state law causes of action asserted in the previous
complaint. In January 2002, plaintiffs amended their new complaint in
response to defendants' motion to dismiss and, subsequently, in March 2002,
defendants filed a motion to dismiss the amended complaint. In March 2003,
the United States District Court for the Eastern District of New York: (i)
granted plaintiffs' motion, filed October 2001, seeking leave to reopen
their original case for the purpose of filing an amended complaint and
accepted plaintiffs' proposed amended complaint, (ii) appointed the named
plaintiffs as lead plaintiffs and their counsel as lead counsel for the
putative class, (iii) consolidated plaintiffs' original action with their
second action, which was filed in October 2001, and (iv) ruled that the
court would apply AXA Equitable's motion to dismiss the amended complaint in
the second action to the plaintiffs' amended complaint from the original
action. In April 2003, plaintiffs filed a second
F-39
amended complaint alleging violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The action
purports to be on behalf of a class consisting of all persons who on or
after October 3, 1997 purchased an individual variable deferred annuity
contract, received a certificate to a group variable deferred annuity
contract or made an additional investment through such a contract, which
contract was used to fund a contributory retirement plan or arrangement
qualified for favorable income tax treatment. In May 2003, the defendants
filed a motion to dismiss the second amended complaint. In February 2004,
the District Court issued a decision withdrawing without prejudice
defendants' motion to dismiss the second amended complaint with leave to
refile because the parties did not comply with the court's Individual Motion
Practices. In March 2004, defendants filed a renewed motion to dismiss the
second amended complaint.
In October 2000, an action entitled AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO, AS TRUSTEE F/B/O EMERALD INVESTMENTS LP AND EMERALD INVESTMENTS
LP V. AXA CLIENT SOLUTIONS, LLC; THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES; AND AXA FINANCIAL, INC. was commenced in the United States
District Court for the Northern District of Illinois. The complaint alleges
that the defendants, in connection with certain annuities issued by AXA
Equitable (i) breached an agreement with the plaintiffs involving the
execution of mutual fund transfers, and (ii) wrongfully withheld withdrawal
charges in connection with the termination of such annuities. Plaintiffs
seek substantial lost profits and injunctive relief, punitive damages and
attorneys' fees. Plaintiffs also seek return of the withdrawal charges. In
February 2001, the District Court granted in part and denied in part
defendants' motion to dismiss the complaint. In March 2001, plaintiffs filed
an amended complaint. The District Court granted defendants' motion to
dismiss AXA Client Solutions and the Holding Company from the amended
complaint, and dismissed the conversion claims in June 2001. The District
Court denied defendants' motion to dismiss the remaining claims. AXA
Equitable answered the amended complaint. In July 2004, the court dismissed
Emerald's complaint for lack of subject matter (diversity) jurisdiction. In
June 2004, Emerald filed a new complaint that was substantially similar to
the complaint filed in the dismissed action against AXA Equitable, AXA
Client Solutions, LLC, and AXA Financial in the United States District Court
for the Northern District of Illinois. In July 2004, Emerald filed an
amended complaint, to which AXA Equitable filed an answer asserting several
affirmative defenses. AXA Equitable also filed a partial motion to dismiss
the amended complaint. In August 2004, Emerald filed a motion to dismiss
several affirmative defenses, which motion was granted in September 2004.
While the monetary damages sought by plaintiffs, if awarded, could have a
material adverse effect on the consolidated financial position and results
of operations of the Company, management believes that the ultimate
resolution of this litigation should not have a material adverse effect on
the Company's consolidated financial position.
After the District Court denied defendants' motion to assert certain
defenses and counterclaims in AMERICAN NATIONAL BANK, AXA Equitable
commenced an action, in December 2001, entitled THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES V. AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, AS TRUSTEE F/B/O EMERALD INVESTMENTS LP AND EMERALD INVESTMENTS LP,
in the United States District Court for the Northern District of Illinois.
The complaint arises out of the same facts and circumstances as described in
AMERICAN NATIONAL BANK. AXA Equitable's complaint alleges common law fraud
and equitable rescission in connection with certain annuities issued by AXA
Equitable. AXA Equitable seeks unspecified money damages, rescission,
punitive damages and attorneys' fees. In March 2002, defendants filed an
answer to AXA Equitable's complaint and asserted counterclaims. Defendants'
counterclaims allege common law fraud, violations of the Federal and
Illinois Securities Acts and violations of the Illinois and New York
Consumer Fraud Acts. Defendants seek unspecified money damages, punitive
damages and attorneys' fees. In May 2002, the District Court granted in part
and denied in part AXA Equitable's motion to dismiss defendants'
counterclaims, dismissing defendants' Illinois Securities Act and New York
Consumer Fraud Act claims. AXA Equitable answered defendants' remaining
counterclaims. In July 2004, AXA Equitable filed a motion to dismiss this
action on the ground that there is no subject matter (diversity)
jurisdiction. In September 2004, the court dismissed AXA Equitable's action
and retained jurisdiction over Emerald's counterclaims in that action.
In January 2004, DH2, Inc., an entity related to Emerald Investments L.P.,
filed a lawsuit in the United States District Court for the Northern
District of Illinois, against AXA Equitable and EQ Advisors Trust ("EQAT"),
asserting claims for breach of contract and breach of fiduciary duty, claims
under the Federal securities laws, and misappropriation of trade secrets.
The complaint alleges that AXA Equitable and EQAT
F-40
wrongfully misappropriated DH2, Inc.'s confidential and proprietary
information to implement fair value pricing of securities within the
subaccounts of DH2, Inc.'s variable annuity, which diminished the
profitability of its proprietary trading strategy. The complaint also
alleges that AXA Equitable and EQAT implemented fair value pricing for an
improper purpose and without adequate disclosure. The complaint further
alleges that AXA Equitable and EQAT are not permitted to implement fair
value pricing of securities. In May 2004, the complaint was served on AXA
Equitable and EQAT. In July 2004, DH2 filed an amended complaint adding the
individual trustees as defendants. In October 2004, all defendants filed a
motion to dismiss the amended complaint. In March 2005, the Court granted
the motion to dismiss, dismissing DH2's claims for alleged violations of the
Investment Company Act of 1940, as amended (the "Investment Company Act")
with prejudice and dismissing the remaining claims without prejudice on the
ground that DH2 failed to state a claim under the Federal securities laws.
DH2 has until April 2005 to file a Second Amended Complaint consistent with
the Court's decision.
In November 2004, a fairness hearing in PETER FISCHEL, ET AL. V. THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a previously
disclosed lawsuit, was held and a settlement was approved effective as of
January 2005. Management believes that the settlement of
Fischel will not have a material adverse effect on the consolidated
financial position or results of operations of the Company.
A putative class action entitled STEFANIE HIRT, ET AL. V. THE EQUITABLE
RETIREMENT PLAN FOR EMPLOYEES, MANAGERS AND AGENTS, ET AL. was filed in the
District Court for the Southern District of New York in August 2001 against
The Equitable Retirement Plan for Employees, Managers and Agents (the
"Retirement Plan") and The Officers Committee on Benefit Plans of Equitable
Life, as Plan Administrator. The action was brought by five participants in
the Retirement Plan and purports to be on behalf of "all Plan participants,
whether active or retired, their beneficiaries and Estates, whose accrued
benefits or pension benefits are based on the Plan's Cash Balance Formula."
The complaint challenges the change, effective January 1, 1989, in the
pension benefit formula from a final average pay formula to a cash balance
formula. Plaintiffs allege that the change to the cash balance formula
violates ERISA by reducing the rate of accruals based on age, failing to
comply with ERISA's notice requirements and improperly applying the formula
to retroactively reduce accrued benefits. The relief sought includes a
declaration that the cash balance plan violates ERISA, an order enjoining
the enforcement of the cash balance formula, reformation and damages.
Defendants answered the complaint in October 2001. In April 2002, plaintiffs
filed a motion seeking to certify a class of "all Plan participants, whether
active or retired, their beneficiaries and Estates, whose accrued benefits
or pension benefits are based on the Plan's Cash Balance Formula." Also in
April 2002, plaintiffs agreed to dismiss with prejudice their claim that the
change to the cash balance formula violates ERISA by improperly applying the
formula to retroactively reduce accrued benefits. That claim has been
dismissed. In March 2003, plaintiffs filed an amended complaint elaborating
on the remaining claims in the original complaint and adding additional
class and individual claims alleging that the adoption and announcement of
the cash balance formula and the subsequent announcement of changes in the
application of the cash balance formula failed to comply with ERISA. The
parties agreed that the new individual claims of the five named plaintiffs
regarding the delivery of announcements to them would be excluded from the
class certification. In April 2003, defendants filed an answer to the
amended complaint. By order dated May 2003, the District Court, as requested
by the parties, certified the case as a class action, including a sub-class
of all current and former Plan participants, whether active, inactive or
retired, their beneficiaries or estates, who were subject to a 1991 change
in application of the cash balance formula. In July 2003, defendants filed a
motion for summary judgment on the grounds that plaintiffs' claims are
barred by applicable statutes of limitations. In October 2003, the District
Court denied that motion. In July 2004, the parties filed cross motions for
summary judgment asking the court to find in their respective favors on
plaintiffs' claim that (1) the cash balance formula of the retirement plan
violates ERISA's age discrimination provisions and (2) the notice of plan
amendment distributed by AXA Equitable violated ERISA's notice rules.
Following a hearing on the motions, the court ordered a limited amount of
additional discovery to be conducted followed by a subsequent hearing.
In January 2003, a putative class action entitled BERGER ET AL. V. AXA
NETWORK, LLC AND THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
was commenced in the United States District Court for the Northern District
of Illinois by two former agents on behalf of themselves and other similarly
situated present, former and retired agents who, according to the complaint,
"(a) were discharged by Equitable Life from `statutory employee status'
after January 1, 1999, because of Equitable Life's adoption of a new policy
stating that in any given year, those who failed to meet specified sales
goals during the preceding year would not be treated as `statutory
employees,' or (b) remain subject to discharge from `statutory employee'
status based on the policy applied by Equitable Life." The complaint alleges
that AXA Equitable improperly "terminated" the agents' full-time life
insurance salesman statutory employee status in or after 1999 by requiring
attainment of minimum production credit levels for 1998, thereby making the
agents ineligible for benefits and "requiring" them to pay Self-Employment
Contribution Act taxes. The former agents, who assert claims for violations
of ERISA and 26 U.S.C. 3121, and breach of contract, seek declaratory and
injunctive relief, plus restoration of benefits and an adjustment of their
benefit plan contributions and payroll tax withholdings. In March 2003, AXA
Equitable filed a motion to dismiss the complaint. In July 2003, the United
States District Court for the
F-41
Northern District of Illinois granted in part and denied in part AXA
Equitable's motion to dismiss the complaint, dismissing plaintiffs' claims
for violation of 26 U.S.C. 3121 and breach of contract. AXA Equitable has
answered plaintiffs' remaining claim for violation of ERISA. In July 2003,
plaintiffs filed a motion for class certification. In November 2003, AXA
Equitable filed its opposition to the motion for class certification. In
March 2004, the District Court entered an order certifying a class
consisting of "[a]ll present, former and retired Equitable agents who (a)
lost eligibility for benefits under any Equitable ERISA plan during any
period on or after January 1, 1999 because of the application of the policy
adopted by Equitable of using compliance with specified sales goals as the
test of who was a "full time life insurance salesman" and thereby eligible
for benefits under any such plan, or (b) remain subject to losing such
benefits in the future because of the potential application to them of that
policy." Discovery has concluded and the parties have filed cross motions
for summary judgment. The case has been removed from the trial calendar
pending a decision on these motions.
In May 2003, a putative class action complaint entitled ECKERT V. THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES was filed in the
United States District Court for the Eastern District of New York, as a case
related to the Malhotra action described above. The complaint asserts a
single claim for relief under Section 47(b) of the Investment Company Act of
1940, as amended based on AXA Equitable's alleged failure to register as an
investment company. According to the complaint, AXA Equitable was required
to register as an investment company because it was allegedly issuing
securities in the form of variable insurance products and allegedly
investing its assets primarily in other securities. The plaintiff purports
to act on behalf of all persons who purchased or made an investment in
variable insurance products from AXA Equitable on or after May 7, 1998. The
complaint seeks declaratory judgment permitting putative class members to
elect to void their variable insurance contracts; restitution of all fees
and penalties paid by the putative class members on the variable insurance
products, disgorgement of all revenues received by AXA Equitable on those
products, and an injunction against the payment of any dividends by AXA
Equitable to the Holding Company. In June 2003, AXA Equitable filed a motion
to dismiss the complaint. In June 2004, plaintiff, in connection with a
settlement of a proceeding entitled ECKERT V. AXA ADVISORS, LLC, ET. AL.
which was filed with the National Association of Securities Dealers, Inc.,
released his putative class action claim against AXA Equitable. In June
2004, plaintiff's counsel filed a motion for withdrawal of plaintiff from
the putative class action lawsuit and intervention by another member of the
putative class as plaintiff. In March 2005, the Court granted the motion to
intervene by another member of the putative class and denied AXA Equitable's
motion to dismiss without prejudice to refile the motion after the new
complaint is filed.
The ten similar and previously disclosed putative class action lawsuits,
arising out of the Holding Company's acquisition of MONY, and filed between
September and October 2003, against the Holding Company (and in some cases
AIMA Acquisition Co., a wholly owned subsidiary of the Holding Company
("AIMA")), MONY and MONY's directors in the Court of Chancery of the State
of Delaware in and for New Castle County, entitled BEAKOVITZ V. AXA
FINANCIAL, INC., ET AL.; BELODOFF V. THE MONY GROUP INC., ET AL.; BRIAN V.
THE MONY GROUP INC. ET AL.; BRICKLAYERS LOCAL 8 AND PLASTERERS LOCAL 233
PENSION FUND V. THE MONY GROUP, INC., ET AL.; CANTOR V. THE MONY GROUP,
INC., ET AL.; E.M. CAPITAL, INC. V. THE MONY GROUP, INC., ET AL.; GARRETT V.
THE MONY GROUP INC., ET AL.; LEBEDDA V. THE MONY GROUP, INC., ET AL.; MARTIN
V. ROTH, ET AL.; AND MUSKAL V. THE MONY GROUP, INC., ET AL. (collectively,
the "MONY Stockholder Litigation") have been settled and dismissed with
prejudice. The Company's management believes that the settlement of the MONY
Stockholder Litigation will not have a material adverse effect on the
consolidated financial position or results of operations of the Company.
Related to the MONY Stockholder Litigation, the Holding Company, MONY and
MONY's directors were named in two putative class action lawsuits filed in
New York State Supreme Court in Manhattan, entitled LAUFER V. THE MONY
GROUP, INC., et al. and NORTH BORDER INVESTMENTS V. BARRETT, ET AL. The
complaints in these actions contain allegations substantially similar to
those in the Delaware cases, and likewise purport to assert claims for
breach of fiduciary duty against MONY's directors and for aiding and
abetting a breach of fiduciary duty against the Holding Company. The
complaints in these actions also purport to be brought on
F-42
behalf of a class consisting of all MONY stockholders, excluding the
defendants and their affiliates, and seek various forms of relief, including
damages and injunctive relief that would, if granted, prevent the completion
of the merger. In December 2003, defendants contested the claims in the
LAUFER and NORTH BORDER complaints. In NORTH BORDER, in September 2004, the
plaintiff agreed that it would not object to the proposed settlement before
the Delaware Court of Chancery and that following a final judgment approving
the settlement by the Delaware Court of Chancery, the plaintiff would
dismiss its action against all defendants with prejudice. A stipulation of
discontinuance for the North Border action was filed with the New York State
Supreme Court in November 2004.
In September 2004, a petition for appraisal entitled CEDE & CO. V. AXA
FINANCIAL, INC. was filed in the Delaware Court of Chancery by an alleged
former MONY stockholder. The petition seeks a judicial appraisal of the
value of the MONY shares held by former MONY stockholders who demanded
appraisal pursuant to Section 262 of the General Corporation Law of the
State of Delaware and have not withdrawn their demands. The parties are
engaged in discovery. On or about November 4, 2004, a petition for appraisal
entitled Highfields Capital Ltd. v. AXA Financial, Inc. was filed in the
Delaware Court of Chancery by another alleged former MONY stockholder. The
relief sought by the Highfields Capital petition is substantially identical
to that sought pursuant to the Cede & Co. petition. The parties are engaged
in discovery. In February 2005, the Delaware Court of Chancery consolidated
the two actions for all purposes.
In April 2004, a purported nationwide class action lawsuit was filed in the
Circuit Court for Madison County, Illinois entitled MATTHEW WIGGENHORN V.
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. The lawsuit alleges
that AXA Equitable uses stale prices for the foreign securities within the
investment divisions of its variable insurance products. The complaint
further alleges that AXA Equitable's use of stale pricing diluted the
returns of the purported class. The complaint also alleges that AXA
Equitable breached its fiduciary duty to the class by allowing market timing
in general within AXA Equitable's variable insurance products, thereby
diluting the returns of the class. The lawsuit asserts causes of action for
negligence, gross negligence, breach of contract, and breach of fiduciary
duty and seeks unspecified compensatory and punitive damages, plus
prejudgment interest, attorneys' fees and costs. In June 2004, AXA Equitable
removed the case to Federal court and in July 2004 filed a motion to
dismiss. In July 2004, plaintiff filed a motion to remand the action to
state court. In August 2004, the court stayed the action pending a decision
by the U.S. Court of Appeals for the Seventh Circuit in a case filed against
Putnam Funds et al. (to which the Holding Company is not a party) regarding
removal pursuant to the Securities Litigation Uniform Standards Act under
similar circumstances. In February 2005, the Baltimore Federal court entered
a Conditional Transfer Order, conditionally transferring the case to Federal
court in Baltimore, Maryland, where the majority of so-called market timing
cases against various fund families have been transferred.
ALLIANCE LITIGATION
In April 2002, a consolidated complaint entitled IN RE ENRON CORPORATION
SECURITIES LITIGATION ("Enron Complaint") was filed in the United States
District Court for the Southern District of Texas, Houston Division, against
numerous defendants, including Alliance. The principal allegations of the
Enron Complaint, as they pertain to Alliance, are that Alliance violated
Sections 11 and 15 of the Securities Act of 1933, as amended ("Securities
Act") with respect to a registration statement filed by Enron and effective
with the SEC on July 18, 2001, which was used to sell $1.9 billion Enron
Corp. Zero Coupon Convertible Notes due 2021. Plaintiffs allege the
registration statement was materially misleading and that Frank Savage, who
was at that time an employee of Alliance and who was and remains a director
of the general partner of Alliance, signed the registration statement at
issue. Plaintiffs further allege that Alliance was a controlling person of
Frank Savage. Plaintiffs therefore assert that Alliance is itself liable for
the allegedly misleading registration statement. Plaintiffs seek recission
or a recissionary measure of damages. In June 2002, Alliance moved to
F-43
dismiss the ENRON Complaint as the allegations therein pertain to it. In
March 2003, that motion was denied. In May 2003, a First Amended
Consolidated Complaint, with substantially identical allegations as to
Alliance, was filed. Alliance filed its answer in June 2003. In May 2003,
plaintiffs filed an Amended Motion For Class Certification. In October 2003,
following the completion of class discovery, Alliance filed its opposition
to class certification. Alliance's motion is pending. The case is currently
in discovery.
In May 2002, a complaint entitled THE FLORIDA STATE BOARD OF ADMINISTRATION
V. ALLIANCE CAPITAL MANAGEMENT L.P. ("SBA Complaint") was filed in the
Circuit Court of the Second Judicial Circuit, in and for Leon County,
Florida against Alliance. The SBA Complaint alleges breach of contract
relating to the Investment Management Agreement between The Florida State
Board of Administration ("SBA") and Alliance, breach of the covenant of good
faith and fair dealing contained in the Investment Management Agreement,
breach of fiduciary duty, negligence, gross negligence and violation of the
Florida Securities and Investor Protection Act, in connection with purchases
and sales of Enron common stock for the SBA investment account. The SBA
seeks more than $300 million in compensatory damages and an unspecified
amount of punitive damages. In June 2002, Alliance moved to dismiss the SBA
Complaint; in September 2002, the court denied Alliance's motion to dismiss
the SBA Complaint in its entirety. In November 2003, the SBA filed an
amended complaint ("Amended SBA Complaint"). While the Amended SBA Complaint
contains the Enron claims, the Amended SBA Complaint also alleges that
Alliance breached its contract with the SBA by investing in or continuing to
hold stocks for the SBA's investment portfolio that were not "1-rated," the
highest rating that Alliance's research analysts could assign. The SBA also
added claims for negligent supervision and common law fraud. The Amended SBA
Complaint seeks rescissionary damages for all purchases of stocks that were
not 1-rated, as well as damages for those that were not sold on a downgrade.
During the third quarter of 2004, the SBA asserted in discovery that its
Enron-related and 1-rated stock-related damages (including statutory
interest) are approximately $2.9 billion. In November 2004, each party moved
for partial summary judgment. In January 2005, the court granted, in part,
Alliance's motion. Trial commenced in March 2005.
In September 2002, a complaint entitled LAWRENCE E. JAFFE PENSION PLAN,
LAWRENCE E. JAFFE TRUSTEE U/A 1198 V. ALLIANCE CAPITAL MANAGEMENT L.P.,
ALFRED HARRISON AND ALLIANCE PREMIER GROWTH FUND, INC. ("Jaffe Complaint")
was filed in the United States District Court for the Southern District of
New York against Alliance, Alfred Harrison and Premier Growth Fund alleging
violation of the Investment Company Act. Plaintiff seeks damages equal to
Premier Growth Fund's losses as a result of Premier Growth Fund's investment
in shares of Enron and a recovery of all fees paid to Alliance beginning
November 1, 2000. In March 2003, the court granted Alliance's motion to
transfer the Jaffe Complaint to the United States District Court for the
District of New Jersey for coordination with the now dismissed BENAK V.
ALLIANCE CAPITAL MANAGEMENT L.P. AND ALLIANCE PREMIER GROWTH FUND action
then pending. In December 2003, plaintiff filed an amended complaint
("Amended Jaffe Complaint") in the United States District Court for the
District of New Jersey. The Amended Jaffe Complaint alleges violations of
Section 36(a) of the Investment Company Act, common law negligence, and
negligent misrepresentation. Specifically, the Amended Jaffe Complaint
alleges that (i) the defendants breached their fiduciary duties of loyalty,
care and good faith to Premier Growth Fund by causing Premier Growth Fund to
invest in the securities of Enron, (ii) the defendants were negligent for
investing in securities of Enron, and (iii) through prospectuses and other
documents, defendants misrepresented material facts related to Premier
Growth Fund's investment objective and policies. In January 2004, defendants
moved to dismiss the Amended Jaffe Complaint. That motion is pending.
In December 2002, a putative class action complaint entitled PATRICK J.
GOGGINS ET AL. V. ALLIANCE CAPITAL MANAGEMENT L.P. ET AL. ("Goggins
Complaint") was filed in the United States District Court for the Southern
District of New York against Alliance, Premier Growth Fund and individual
directors and certain officers of Premier Growth Fund. In August 2003, the
court granted Alliance's motion to transfer the Goggins Complaint to the
United States District Court for the District of New Jersey. In December
2003, plaintiffs filed an amended complaint ("Amended Goggins Compliant") in
the United States District Court for the District of New Jersey, which
alleges that defendants violated Sections 11, 12(a)(2) and 15 of the
Securities Act because Premier Growth Fund's registration statements and
prospectuses contained untrue statements of material fact and omitted
material facts. More specifically, the Amended Goggins Complaint alleges
that the Premier Growth Fund's investment in Enron was inconsistent with the
fund's stated strategic objectives and investment strategies. Plaintiffs
seek rescissory relief or an unspecified amount of compensatory damages on
behalf of a class of persons who purchased shares of Premier Growth Fund
during the period October 31, 2000 through February 14, 2002. In January
2004, Alliance moved to dismiss the Amended Goggins Complaint. In
F-44
December 2004, the court granted Alliance's motion and dismissed the case.
In January 2005, plaintiff appealed the court's decision.
In October 2003, a purported class action complaint entitled ERB ET AL. V.
ALLIANCE CAPITAL MANAGEMENT L.P. ET AL. ("ERB Complaint") was filed in the
Circuit Court of St. Clair County, State of Illinois against Alliance.
Plaintiff, purportedly a shareholder in the Premier Growth Fund, alleges
that Alliance breached unidentified provisions of Premier Growth Fund's
prospectus and subscription and confirmation agreements that allegedly
required that every security bought for Premier Growth Fund's portfolio must
be a "1-rated" stock, the highest rating that Alliance's analysts could
assign. Plaintiff alleges that Alliance impermissibly purchased shares of
stocks that were not 1-rated. Plaintiff seeks rescission of all purchases of
any non-1-rated stocks Alliance made for Premier Growth Fund over the past
ten years, as well as an unspecified amount of damages. In June 2004,
plaintiff filed an amended complaint ("Amended Erb Complaint") in the
Circuit Court of St. Clair County, Illinois. The Amended Erb Complaint
allegations are substantially similar to those contained in the previous
complaint, however, the Amended Erb Complaint adds a new plaintiff and seeks
to allege claims on behalf of a purported class of persons or entities
holding an interest in any portfolio managed by Alliance's Large Cap Growth
Team. The Amended Erb Complaint alleges that Alliance breached its contracts
with these persons or entities by impermissibly purchasing shares of stocks
that were not 1-rated. Plaintiffs seek rescission of all purchases of any
non-1-rated stocks Alliance made for Premier Growth Fund and other Large Cap
Growth Team clients' portfolios over the past eight years, as well as an
unspecified amount of damages. In July 2004, Alliance removed the Erb action
to the United States District Court for the Southern District of Illinois on
the basis that plaintiffs' claims are preempted under the Securities
Litigation Uniform Standards Act. In August 2004, the District Court
remanded the action to the Circuit Court. In September 2004, Alliance filed
a notice of appeal with respect to the District Court's order. In December
2004, plaintiffs moved to dismiss Alliance's appeal. These motions are
pending.
Market Timing-Related Matters
In October 2003, a purported class action complaint entitled HINDO ET AL. V.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND ET AL. ("Hindo Complaint") was filed
against Alliance, Alliance Holding, ACMC, the Holding Company, the
AllianceBernstein Funds, the registrants and issuers of those funds, certain
officers of Alliance (the "Alliance defendants"), and certain other
defendants not affiliated with Alliance, as well as unnamed Doe defendants.
The Hindo Complaint was filed in the United States District Court for the
Southern District of New York by alleged shareholders of two of the
AllianceBernstein Funds. The Hindo Complaint alleges that certain of the
Alliance defendants failed to disclose that they improperly allowed certain
hedge funds and other unidentified parties to engage in "late trading" and
"market timing" of AllianceBernstein Fund securities, violating Sections 11
and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act,
and Sections 206 and 215 of the Investment Advisers Act of 1940 (the
"Advisers Act"). Plaintiffs seek an unspecified amount of compensatory
damages and rescission of their contracts with Alliance, including recovery
of all fees paid to Alliance pursuant to such contracts.
Since October 2003, forty-three additional lawsuits making factual
allegations generally similar to those in the Hindo Complaint were filed in
various Federal and state courts against Alliance and certain other
defendants, and others may be filed. Such lawsuits have asserted a variety
of theories for recovery including, but not limited to, violations of the
Securities Act, the Exchange Act, the Advisers Act, the Investment Company
Act, the Employee Retirement Income Security Act of 1974 ("ERISA"), certain
state securities statutes and common law. All of these lawsuits seek an
unspecified amount of damages.
In February 2004, the Judicial Panel on Multidistrict Litigation ("MDL
Panel") transferred all Federal actions to the United States District Court
for the District of Maryland ("Mutual Fund MDL"). In March 2004 and April
2004, the MDL Panel issued orders conditionally transferring the state court
cases against Alliance and numerous others to the Mutual Fund MDL. Transfer
of all of these actions subsequently became final. Plaintiffs in three of
these four actions moved to remand the actions back to state court. In June
2004, the Court issued an interim opinion deferring decision on plaintiffs'
motions to remand until a later stage in the proceedings. Subsequently, the
plaintiff in the state court individual action moved the Court for
reconsideration of that interim opinion and for immediate remand of her case
to state court, and that motion is
F-45
pending. Defendants are not yet required to respond to the complaints filed
in the state court derivative actions.
In September 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Alliance Holding;
and claims brought under ERISA by participants in the Profit Sharing Plan
for Employees of Alliance. All four complaints include substantially
identical factual allegations, which appear to be based in large part on the
SEC Order. The claims in the mutual fund derivative consolidated amended
complaint are generally based on the theory that all fund advisory
agreements, distribution agreements and 12b-1 plans between Alliance and the
AllianceBernstein Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by fund
trustees on the basis of materially misleading information with respect to
the level of market timing permitted in funds managed by Alliance. The
claims asserted in the other three consolidated amended complaints are
similar to those that the respective plaintiffs asserted in their previous
Federal lawsuits.
The Holding Company, AXA S.A. and AXA Equitable are named as defendants in
the mutual fund shareholder complaint and the Alliance Holding unitholder
derivative complaint. Claims have been asserted against all these companies
that include both control person and direct liability. The Holding Company
is named as a defendant in the mutual fund complaint and the ERISA
complaint. Alliance recorded charges to income totaling $330 million during
the second half 2003 in connection with establishing the $250 million
restitution fund and certain other matters. During 2004, Alliance paid $296
million related to these matters (including $250 million to the restitution
fund) and has cumulatively paid $302 million. Accordingly, it is possible
that additional charges in the future may be required.
Revenue Sharing-Related Matters
In June 2004, a purported class action complaint entitled AUCOIN, ET AL. V.
ALLIANCE CAPITAL MANAGEMENT L.P., ET AL. ("Aucoin Complaint") was filed
against Alliance, Alliance Holding, ACMC, The Holding Company,
AllianceBernstein Investment Research and Management, Inc., a wholly-owned
subsidiary of Alliance ("ABIRM"), certain current and former directors of
the AllianceBernstein Funds, and unnamed Doe defendants. The Aucoin
Complaint names the AllianceBernstein Funds as nominal defendants. The
Aucoin Complaint was filed in the United States District Court for the
Southern District of New York by an alleged shareholder of the
AllianceBernstein Growth & Income Fund. The Aucoin Complaint alleges, among
other things, (i) that certain of the defendants improperly authorized the
payment of excessive commissions and other fees from AllianceBernstein Fund
assets to broker-dealers in exchange for preferential marketing services,
(ii) that certain of the defendants misrepresented and omitted from
registration statements and other reports material facts concerning such
payments, and (iii) that certain defendants caused such conduct as control
persons of other defendants. The Aucoin Complaint asserts claims for
violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act,
Sections 206 and 215 of the Advisers Act, breach of common law fiduciary
duties, and aiding and abetting breaches of common law fiduciary duties.
Plaintiffs seek an unspecified amount of compensatory damages and punitive
damages, rescission of their contracts with Alliance, including recovery of
all fees paid to Alliance pursuant to such contracts, an accounting of all
AllianceBernstein Fund-related fees, commissions and soft dollar payments,
and restitution of all unlawfully or discriminatorily obtained fees and
expenses.
Since June 22, 2004, nine additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against
Alliance and certain other defendants, and others may be filed. All nine of
the lawsuits (i) were brought as class actions filed in the United States
District Court for the Southern District of New York, (ii) assert claims
substantially identical to the Aucoin Complaint, and (iii) are brought on
behalf of shareholders of AllianceBernstein Funds.
In February 2005, plaintiffs filed a consolidated amended class action
complaint that asserts claims substantially similar to the Aucion Complaint
and the nine additional lawsuits referenced above.
Directed Brokerage
Alliance and approximately twelve other investment management firms were
mentioned publicly in connection with the settlement by the SEC of charges
that Morgan Stanley violated Federal securities laws relating to its receipt
of compensation for selling specific mutual funds and the disclosure of such
compensation. The SEC has indicated publicly that, among other things, it is
considering enforcement action in connection with mutual funds' disclosure
of such arrangements and in connection with the practice of considering
mutual fund sales in the direction of brokerage commissions from fund
portfolio transactions. The SEC has issued subpoenas, and the NASD has
issued requests for information, to Alliance in connection with this matter
and Alliance has provided documents and other information to the SEC and the
NASD and is cooperating fully with their investigations. On March 11, 2005,
discussions commenced with the NASD that Alliance's management believes will
conclude these investigations. Accordingly, Alliance recorded a $5 million
charge against 2004 earnings.
Proof of Claim-Related Matters
In January 2005, a purported class action complaint entitled CHARLES
DAVIDSON AND BERNARD SAMSON, ET AL. V. BRUCE W. CALVERT, ET AL. ("Davidson
Complaint") was filed against Alliance Capital, ABIRM, various current and
former directors of ACMC, and unnamed Doe defendants in the United States
District Court for the Southern District of New York by alleged shareholders
of AllianceBernstein Funds. The Davidson Complaint alleges that Alliance
Capital, as investment advisor to the AllianceBernstein Funds, and the other
defendants breached their fiduciary duties arising under Sections 36(a),
36(b) and 47(b) of the Investment
F-46
Company Act by failing to ensure that the AllianceBernstein Funds
participated in certain securities class action settlements for which the
Funds were eligible. Plaintiffs seek an unspecified amount of compensatory
damages and punitive damages, and forfeiture of all commissions and fees
paid to the defendants.
Two additional lawsuits making factual allegations substantially similar to
those in the Davidson Complaint were filed against Alliance Capital and
certain defendants not affiliated with Alliance Capital, and others may be
filed. One of the lawsuits was brought as a class action in the United
States District Court for the District of Massachusetts on behalf of alleged
shareholders of the Mass Mutual family of funds. The other lawsuit was
brought as a class action in the United States District Court for the
Eastern District of Pennsylvania on behalf of alleged shareholders of the
Vanguard family of funds. Both additional lawsuits: (i) assert claims
against Alliance Capital in connection with sub-advisory services provided
by Alliance Capital to the respective fund families; (ii) assert claims
substantially identical to the Davidson Complaint; and (iii) seek relief
substantially identical to the Davidson Complaint.
------------------------------
Although the outcome of litigation generally cannot be predicted with
certainty, management believes that, except as otherwise noted, the ultimate
resolution of the litigations described above involving AXA Equitable and/or
its subsidiaries should not have a material adverse effect on the
consolidated financial position of the Company. Except as noted above,
management cannot make an estimate of loss, if any, or predict whether or
not any of such other litigations described above will have a material
adverse effect on the Company's consolidated results of operations in any
particular period.
In addition to the matters previously reported and those described above,
AXA Equitable and its subsidiaries are involved in various legal
actions and proceedings in connection with their businesses. Some of the
actions and proceedings have been brought on behalf of various alleged
classes of claimants and certain of these claimants 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 the Company'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.
17) 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 noncancelable
operating leases for 2005 and the four successive years are $131.9 million,
$121.1 million, $110.7 million, $102.8 million, $90.9 million and $715.8
million thereafter. Minimum future sublease rental income on these
noncancelable operating leases for 2005 and the four successive years is
$11.5 million, $4.1million, $3.3 million, $2.9 million, $2.3 million and
$17.5 million thereafter.
At December 31, 2004, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate for 2005 and
the four successive years is $74.4 million, $77.6 million, $70.9 million,
$73.8 million, $72.4 million and $708.5 million thereafter.
The Company has entered into capital leases for certain information
technology equipment. Future minimum payments under noncancelable capital
leases for 2005 and the four successive years are $.9 million and $.6
million, $.3 million, $.3 million and $.2 million, respectively.
18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION
AXA Equitable is restricted as to the amounts it may pay as dividends to the
Holding Company. Under the New York Insurance Law, a domestic life insurer
may, without prior approval of the Superintendent; 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 $433.1 million during 2005. Payment of dividends
exceeding this amount requires the insurer to file notice of its intent to
declare such dividends with the Superintendent who then has 30 days to
disapprove the distribution. For 2004, 2003 and 2002, the Insurance Group
statutory net income totaled $571.4 million, $549.4 million and $451.6
million,
F-47
respectively. Statutory surplus, capital stock and Asset Valuation Reserve
("AVR") totaled $5,287.3 million and 4,555.7 million at December 31, 2004
and 2003, respectively. In 2004, 2003 and 2002, respectively, AXA Equitable
paid shareholder dividends of $500.0 million, $400.0 million and $500.0
million.
At December 31, 2004, the Insurance Group, in accordance with various
government and state regulations, had $32.8 million of securities deposited
with such government or state agencies.
At December 31, 2004 and for the year then ended, there were no differences
in net income and capital and surplus resulting from practices prescribed
and permitted by the State of New York and those prescribed by NAIC
Accounting Practices and Procedures effective at December 31, 2004.
Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ in certain
instances from GAAP. The differences between statutory surplus and capital
stock determined in accordance with Statutory Accounting Principles ("SAP")
and total shareholders' equity under 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 GAAP due to
differences between actuarial assumptions and reserving methodologies; (c)
certain policy acquisition costs are expensed under SAP but deferred under
GAAP and amortized over future periods to achieve a matching of revenues and
expenses; (d) under SAP, income taxes are provided on the basis of amounts
currently payable with provisions made for deferred amounts that reverse
within one year while under 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 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 Alliance and Alliance
Holding under SAP reflects a portion of the market value appreciation rather
than the equity in the underlying net assets as required under GAAP; (g) the
provision for future losses of the discontinued Wind-Up Annuities business
is only required under GAAP; (h) reporting the surplus notes as a component
of surplus in SAP but as a liability in GAAP; (i) computer software
development costs are capitalized under GAAP but expensed under SAP; and (j)
certain assets, primarily pre-paid assets, are not admissible under SAP but
are admissible under GAAP.
The following reconciles the Insurance Group's statutory change in surplus
and capital stock and statutory surplus and capital stock determined in
accordance with accounting practices prescribed by the NYID with net
earnings and equity on a GAAP basis.
F-48
2004 2003 2002
----------------- ---------------- -----------------
(IN MILLIONS)
Net change in statutory surplus and
capital stock.................................... $ 196.8 $ 43.4 $ (1,354.7)
Change in AVR...................................... 528.1 152.2 (464.7)
----------------- ---------------- -----------------
Net change in statutory surplus, capital stock
and AVR.......................................... 724.9 195.6 (1,819.4)
Adjustments:
Future policy benefits and policyholders'
account balances............................... (398.8) (245.7) 255.2
DAC.............................................. 529.2 556.1 458.1
Deferred income taxes............................ 122.5 30.9 (634.6)
Valuation of investments......................... 10.1 39.6 (74.8)
Valuation of investment subsidiary............... (460.3) (321.6) 1,399.4
Change in fair value of guaranteed minimum
income benefit reinsurance contracts........... 61.0 (91.0) 120.0
Shareholder dividends paid....................... 500.0 400.0 500.0
Changes in non-admitted assets................... (74.7) (35.1) 384.2
Other, net....................................... (98.9) (2.1) (23.7)
GAAP adjustments for Other Discontinued
Operations..................................... 14.9 (2.3) 23.0
----------------- ---------------- -----------------
Net Earnings of the Insurance Group................ $ 929.9 $ 524.4 $ 587.4
================= ================ =================
DECEMBER 31,
---------------------------------------------------------
2004 2003 2002
----------------- ---------------- ------------------
(IN MILLIONS)
Statutory surplus and capital stock................ $ 4,331.5 $ 4,134.7 $ 4,091.3
AVR................................................ 870.0 341.9 189.7
----------------- ---------------- ------------------
Statutory surplus, capital stock and AVR........... 5,201.5 4,476.6 4,281.0
Adjustments:
Future policy benefits and policyholders'
account balances............................... (1,882.1) (1,483.3) (1,237.6)
DAC.............................................. 6,813.9 6,290.4 5,801.0
Deferred income taxes............................ (1,770.4) (1,729.8) (1,835.8)
Valuation of investments......................... 2,237.6 2,196.3 1,629.6
Valuation of investment subsidiary............... (1,973.3) (1,513.0) (1,191.4)
Fair value of guaranteed minimum income benefit
reinsurance contracts.......................... 90.0 29.0 120.0
Non-admitted assets.............................. 1,055.5 1,130.2 1,162.3
Issuance of surplus notes........................ (599.7) (599.6) (599.6)
Other, net....................................... 147.9 77.7 157.2
GAAP adjustments for Other Discontinued
Operations..................................... (96.4) (103.9) (108.7)
----------------- ---------------- ------------------
Equity of the Insurance Group...................... $ 9,224.5 $ 8,770.6 $ 8,178.0
================= ================ ==================
19) BUSINESS SEGMENT INFORMATION
The Company's operations consist of Insurance and Investment Services
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.
The Insurance segment offers a variety of traditional, variable and
interest-sensitive life insurance products, disability income, annuity
products, mutual funds, and other investment products to individuals and
small groups. It also administers traditional participating group annuity
contracts with conversion features, generally for corporate qualified
pension plans, and association plans which provide full service retirement
F-49
programs for individuals affiliated with professional and trade
associations. This segment includes Separate Accounts for individual
insurance and annuity products.
The Investment Services segment is principally comprised of the investment
management business of Alliance. Alliance provides diversified investment
management and related services globally to a broad range of clients
including: (a) institutional clients, including pension funds, endowment
funds and domestic and foreign financial institutions and governments, (b)
private clients, including high net worth individuals, trusts and estates,
charitable foundations and other entities, by means of separately managed
accounts, hedge funds and other investment vehicles, (c) individual
investors, principally through a broad line of mutual funds, and (d)
institutional investors by means of in-depth research, portfolio strategy,
trading and other services. This segment also includes institutional
Separate Accounts principally managed by Alliance that provide various
investment options for large group pension clients, primarily defined
benefit and contribution plans, through pooled or single group accounts.
Intersegment investment advisory and other fees of approximately $118.4
million, $103.0 million and $102.2 million for 2004, 2003 and 2002,
respectively, are included in total revenues of the Investment Services
segment.
The following tables reconcile segment revenues and earnings from continuing
operations before income taxes to total revenues and earnings as reported on
the consolidated statements of earnings and segment assets to total assets
on the consolidated balance sheets, respectively.
2004 2003 2002
----------------- ---------------- ------------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance.......................................... $ 5,447.7 $ 4,734.4 $ 4,673.4
Investment Services................................ 3,031.5 2,738.5 2,744.9
Consolidation/elimination.......................... (82.8) (70.4) (71.3)
----------------- ---------------- ------------------
Total Revenues..................................... $ 8,396.4 $ 7,402.5 $ 7,347.0
================= ================ ==================
SEGMENT EARNINGS (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME
TAXES AND MINORITY INTEREST:
Insurance.......................................... $ 946.3 $ 631.6 $ 437.9
Investment Services................................ 728.8 318.6 590.7
Consolidation/elimination.......................... (.9) - -
----------------- ---------------- ------------------
Total Earnings from Continuing Operations
before Income Taxes
and Minority Interest........................... $ 1,674.2 $ 950.2 $ 1,028.6
================= ================ ==================
DECEMBER 31,
--------------------------------------------------------
2004 2003 2002
----------------- ---------------- ------------------
(IN MILLIONS)
ASSETS:
Insurance.......................................... $ 110,141.1 $ 98,822.1 $ 80,638.7
Investment Services................................ 14,326.3 15,410.1 14,160.3
Consolidation/elimination.......................... 26.7 33.1 27.3
----------------- ---------------- ------------------
Total Assets....................................... $ 124,494.1 $ 114,265.3 $ 94,826.3
================= ================ ==================
F-50
20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 2004 and 2003 are summarized below:
THREE MONTHS ENDED
------------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------------- ----------------- ------------------ ------------------
(IN MILLIONS)
2004
Total Revenues................ $ 2,124.2 $ 2,019.7 $ 2,093.5 $ 2,159.0
================= ================= ================== ==================
Earnings from Continuing
Operations.................. $ 227.4 $ 269.3 $ 204.6 $ 192.5
================= ================= ================== ==================
Net Earnings.................. $ 226.6 $ 270.5 $ 220.2 $ 212.6
================= ================= ================== ==================
2003
Total Revenues................ $ 1,674.7 $ 1,826.8 $ 1,857.8 $ 2,043.2
================= ================= ================== ==================
Earnings from
Continuing Operations....... $ 35.7 $ 209.7 $ 134.8 $ 140.8
================= ================= ================== ==================
Net Earnings.................. $ 35.7 $ 209.8 $ 135.5 $ 143.4
================= ================= ================== ==================
21) ACCOUNTING FOR STOCK-BASED COMPENSATION
The Holding Company sponsors a stock incentive plan for employees of AXA
Equitable . Alliance sponsors its own stock option plans for certain
employees.
In January 2001, certain employees exchanged AXA ADR options for tandem
Stock Appreciation Rights and at-the-money AXA ADR options of equivalent
intrinsic value. The maximum obligation for the Stock Appreciation Rights is
$73.3 million, based upon the underlying price of AXA ADRs at January 2,
2001, the closing date of the aforementioned merger. The Company recorded an
increase in the Stock Appreciation Rights liability of $14.3 million and
$12.0 for 2004 and 2003, respectively, primarily reflecting the variable
accounting for the Stock Appreciation Rights based on the change in the
market value of AXA ADRs in 2004 and 2003.
The Company has elected to continue to account for stock-based compensation
using the intrinsic value method prescribed in APB No. 25. Stock-based
employee compensation expense is not reflected in the statement of earnings
as all options granted under those plans had an exercise price equal to the
market value of the underlying common stock on the date of the grant. The
following table illustrates the effect on net income had compensation
expense as related to options awarded under the Holding Company's Stock
Incentive Plans been determined based on SFAS No. 123's fair value based
method:
2004 2003 2002
----------------- ---------------- -------------------
(IN MILLIONS)
Net income, as reported............................ $ 929.9 $ 524.4 $ 587.4
Less: total stock-based employee compensation
expense determined under fair value method for
all awards, net of income tax benefit........... (21.4) (35.8) (36.0)
----------------- ---------------- -------------------
Pro Forma Net Earnings............................. $ 908.5 $ 488.6 $ 551.4
================= ================ ===================
The Black-Scholes option pricing model was used in determining the fair
values of option awards used in the pro-forma disclosures above. The option
pricing assumptions for 2004, 2003 and 2002 follow:
F-51
HOLDING COMPANY ALLIANCE
----------------------------------------- ------------------------------
2004 2003 2002 2004 2003 2002
------------- ------------- ------------ --------- ---------- ---------
Dividend yield............... 2.24% 2.48% 2.54% 3.5 6.1% 5.80%
Expected volatility.......... 43% 46% 46% 32% 32% 32%
Risk-free interest rate...... 2.86% 2.72% 4.04% 4.0% 3.0% 4.2%
Expected life in years....... 5 5 5 5 7 7
Weighted average fair value
per option at grant date... $6.94 $4.39 $6.30 $8.00 $5.96 $5.89
A summary of the activity in the option shares of the Holding Company and
Alliance's option plans follows, including information about options
outstanding and exercisable at December 31, 2004.
HOLDING COMPANY ALLIANCE
------------------------------------ ---------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AXA ADRS EXERCISE UNITS EXERCISE
(IN MILLIONS) PRICE (IN MILLIONS) PRICE
------------------- --------------- --------------- -----------------
Balance at January 1, 2002....... 30.0 $31.55 15.9 $33.58
Granted........................ 6.7 $17.24 2.4 $33.32
Exercised...................... (.2) $10.70 (1.4) $14.83
Forfeited...................... (1.2) $27.12 (.5) $42.99
------------------- ---------------
Balance at December 31, 2002..... 35.3 $25.14 16.4 $34.92
Granted........................ 9.1 $12.60 .1 $35.01
Exercised...................... (1.7) $7.85 (1.2) $17.26
Forfeited...................... (1.8) $25.16 (1.5) $43.27
------------------- ---------------
Balance at December 31, 2003..... 40.9 $23.04 13.8 $35.55
Granted........................ 7.2 $20.66 .1 $33.00
Exercised...................... (2.5) $14.82 (2.5) $18.43
Forfeited...................... (1.6) $23.74 (1.8) $46.96
------------------- ---------------
Balance at December 31, 2004 44.0 $23.03 9.6 $37.82
=================== ===============
F-52
Information about options outstanding and exercisable at December 31, 2004
follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------------- -------------------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
PRICES (IN MILLIONS) LIFE (YEARS) PRICE (IN MILLIONS) PRICE
------------------ ------------------- ---------------- --------------- ------------------ ----------------
AXA ADRs
------------------
$6.33 - $8.97 .2 1.08 $7.65 .2 $7.65
$10.13 - $15.12 10.1 7.39 $12.66 4.4 $12.81
$15.91 - $22.84 15.5 7.35 $19.42 7.1 $18.51
$25.96 - $32.87 13.1 3.65 $30.65 12.3 $30.64
$35.85 5.1 4.48 $35.85 5.1 $35.85
----------------- ------------------
$6.33 - $35.85 44.0 $23.03 29.1 $25.71
================= ==================
Alliance
------------------
$8.81-$18.47 1.2 2.25 $15.31 1.2 $15.31
$25.63-$30.25 2.2 4.40 $28.05 2.1 $28.06
$32.52-$48.50 3.1 7.01 $39.18 1.7 $42.03
$50.15-$50.56 1.7 6.92 $50.25 1.0 $50.25
$51.10-$58.50 1.4 5.95 $53.77 1.1 $53.76
----------------- ------------------
$8.81-$58.50 9.6 5.66 $37.82 7.1 $36.41
================= ==================
The Company's ownership interest in Alliance will continue to be reduced
upon the exercise of unit options granted to certain Alliance employees.
Options are exercisable over periods of up to ten years.
In 1997, Alliance Holding established a long-term incentive compensation
plan under which grants are made to key employees for terms established by
Alliance Holding at the time of grant. These awards include options,
restricted Alliance Holding units and phantom restricted Alliance Holding
units, performance awards, other Alliance Holding unit based awards, or any
combination thereof. At December 31, 2004, approximately 11.3 million
Alliance Holding units of a maximum 41.0 million units were subject to
options granted and .1 million Alliance Holding units were subject to awards
made under this plan.
22) RELATED PARTY TRANSACTIONS
The Company reimburses the Holding Company 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 the Holding Company of the benefits provided which totaled
$55.0 million and $57.6 million, respectively, for 2004 and 2003.
The Company paid $658.8 million and $639.1 million, respectively, of
commissions and fees to AXA Distribution and its subsidiaries for sales of
insurance products for 2004 and 2003. The Company charged AXA Distribution's
subsidiaries $293.1 million and $304.4 million, respectively, for their
applicable share of operating expenses for 2004 and 2003, pursuant to the
Agreements for Services.
In September 2001, AXA Equitable loaned $400.0 million to AXA Insurance
Holding Co. Ltd., a subsidiary of AXA. This investment has an interest rate
of 5.89% and matures on June 15, 2007. All payments, including interest
payable semi-annually, are guaranteed by AXA.
Both AXA Equitable and Alliance, along with other AXA affiliates,
participate in certain intercompany cost sharing and service agreements that
include technology and professional development arrangements. Payments by
AXA Equitable and Alliance to AXA under such agreements totaled
approximately $30.2 million and $16.7 million in 2004 and 2003,
respectively. Payments by AXA and AXA affiliates to AXA Equitable under such
agreements totaled $38.9 million and $32.5 million in 2004 and 2003,
respectively.
F-53
In 2003, AXA Equitable entered into a reinsurance agreement with AXA
Financial Reinsurance Company (Bermuda), LTD ("AXA Bermuda"), an indirect
wholly owned subsidiary of the Holding Company, to cede certain term
insurance policies written after December 2002. AXA Equitable ceded $28.6
million and $9.0 million of premiums and $16.4 million and $2.8 million of
reinsurance reserves to AXA Bermuda in 2004 and 2003, respectively.
In 2004, as a result of the Holding Company's acquisition of MONY, the
Company restructured certain operations to reduce expenses and recorded
pre-tax provisions of $45.6 million related to severance and $33.0 million
related to the writeoff of capitalized software. During 2004, total
severance payments made to employees totaled $5.0 million.
Commissions, fees and other income includes certain revenues for services
provided to mutual funds managed by Alliance described below:
2004 2003 2002
----------------- ---------------- ------------------
(IN MILLIONS)
Investment advisory and services fees.............. $ 744.6 $ 748.1 $ 763.2
Distribution revenues.............................. 447.3 436.0 467.5
Shareholder servicing fees......................... 87.5 94.3 101.6
Other revenues..................................... 8.8 11.4 10.2
Brokerage.......................................... 4.2 4.4 7.0
23) SALE OF ALLIANCE CASH MANAGEMENT BUSINESS
On October 28, 2004, Alliance announced that Alliance and Federated
Investors, Inc. ("Federated") had reached a definitive agreement for
Federated to acquire Alliance's cash management business. Under the
agreement, up to $29.0 billion in assets from 22 third-party-distributed
money market funds of AllianceBernstein Cash Management Services, will be
transitioned into Federated money market funds at December 31, 2004. The
transaction will not include the assets of AllianceBernstein Exchange
Reserves, Inc., which will continue to be available to investors in other
AllianceBernstein mutual funds. In addition, Alliance will continue to meet
the liquidity needs of investors in its private client, managed account and
institutional investment management businesses. The capital gain, net of
income taxes and minority interest, that would be recognized upon the
closing of the transaction in 2005 is not expected to be material to the
Company. Estimated contingent payments received from Federated in the five
years following the closing are expected to be similar in amount to the
business's anticipated profit contribution over that period. The overall
effect on earnings is, therefore, expected to be immaterial.
F-54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
AXA Equitable Life Insurance Company
Our audits of the consolidated financial statements referred to in our report
dated March 31, 2005 appearing on page F-1 of this Annual Report on Form 10-K
also included an audit of the financial statement schedules listed in Item
15(a)2 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 31, 2005
F-55
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE I
SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 2004
ESTIMATED CARRYING
TYPE OF INVESTMENT COST (A) FAIR VALUE VALUE
----------------- ---------------- ---------------
(IN MILLIONS)
Fixed maturities:
U.S. government, agencies and authorities................ $ 964.1 $ 1,017.7 $ 1,017.7
State, municipalities and political subdivisions......... 187.1 206.9 206.9
Foreign governments...................................... 245.1 292.2 292.2
Public utilities......................................... 3,035.3 3,265.0 3,265.0
All other corporate bonds................................ 22,722.9 24,170.2 24,170.2
Redeemable preferred stocks.............................. 1,623.1 1,770.3 1,770.3
----------------- ---------------- --------------
Total fixed maturities...................................... 28,777.6 30,722.3 30,722.3
----------------- ---------------- ---------------
Equity securities:
Common stocks:
Industrial, miscellaneous and all other................. 1.4 3.3 3.3
Mortgage loans on real estate............................... 3,131.9 3,321.4 3,131.9
Real estate................................................. 307.1 XXX 307.1
Real estate acquired in satisfaction of debt................ 221.0 XXX 221.0
Real estate joint ventures.................................. 115.1 XXX 115.1
Policy loans................................................ 3,831.4 4,358.2 3,831.4
Other limited partnership interests and equity investments.. 1,007.2 1,007.2 1,007.2
Other invested assets....................................... 1,112.1 1,112.1 1,112.1
----------------- ---------------- ---------------
Total Investments........................................... $ 38,504.8 $ 40,524.5 $ 40,451.4
================= ================ ===============
(A) Cost for fixed maturities represents original cost, reduced by repayments
and writedowns and adjusted for amortization of premiums or accretion of
discount; for equity securities, cost represents original cost reduced by
writedowns; for other limited partnership interests, cost represents
original cost adjusted for equity in earnings and distributions.
F-56
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE II
BALANCE SHEETS (PARENT COMPANY)
DECEMBER 31, 2004 AND 2003
2004 2003
----------------- -----------------
(IN MILLIONS)
ASSETS
Investment:
Fixed maturities:
Available for sale, at estimated fair value (amortized
cost of $28,489.8 and $26,874.1, respectively)........................ $ 30,409.7 $ 28,787.4
Mortgage loans on real estate............................................. 3,131.9 3,503.1
Equity real estate........................................................ 643.1 656.4
Policy loans.............................................................. 3,604.8 3,670.4
Investments in and loans to affiliates.................................... 1,759.9 1,246.9
Other equity investments.................................................. 1,011.3 789.0
Other invested assets..................................................... 782.5 590.7
----------------- -----------------
Total investments..................................................... 41,343.2 39,243.9
Cash and cash equivalents................................................... 538.6 402.4
Deferred policy acquisition costs........................................... 6,776.9 6,248.6
Amounts due from reinsurers................................................. 1,535.2 1,510.8
Other assets................................................................ 2,239.2 2,228.8
Loans to affiliates......................................................... 400.0 400.0
Prepaid pension asset....................................................... 804.7 838.3
Separate Accounts assets.................................................... 61,559.4 54,438.1
----------------- -----------------
TOTAL ASSETS................................................................ $ 115,197.2 $ 105,310.9
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 26,474.3 $ 24,907.5
Future policy benefits and other policyholders liabilities.................. 13,973.8 13,831.4
Short-term and long-term debt............................................... 848.0 847.9
Federal income taxes payable................................................ 2,051.5 1,775.9
Other liabilities........................................................... 1,065.7 877.0
Separate Accounts liabilities............................................... 61,559.4 54,300.6
----------------- -----------------
Total liabilities..................................................... 105,972.7 96,540.3
----------------- -----------------
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized, issued
and outstanding........................................................... 2.5 2.5
Capital in excess of par value.............................................. 4,890.9 4,848.2
Retained earnings........................................................... 3,457.0 3,027.1
Accumulated other comprehensive income...................................... 874.1 892.8
----------------- -----------------
Total shareholder's equity............................................ 9,224.5 8,770.6
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 115,197.2 $ 105,310.9
================= =================
The financial information of AXA Equitable Life Insurance Company ("Parent
Company") should be read in conjunction with the Consolidated Financial
Statements and Notes thereto.
F-57
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE II
STATEMENTS OF EARNINGS (PARENT COMPANY)
YEARS ENDED DECEMBER 31, 2004, 2003, 2002
2004 2003 2002
----------------- ----------------- ---------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product policy fee
income........................................................ $ 1,594.1 $ 1,373.1 $ 1,312.3
Premiums........................................................ 873.5 882.8 936.7
Net investment income........................................... 2,435.9 2,338.3 2,321.7
Investment gains (losses), net.................................. 62.8 (70.6) (264.1)
Equity in earnings of subsidiaries ............................. 183.9 44.3 113.1
Commissions, fees and other income.............................. 427.7 163.2 337.6
----------------- ----------------- ----------------
Total revenues............................................ 5,577.9 4,731.1 4,757.3
----------------- ----------------- ----------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits......................................... 1,847.0 1,691.0 2,025.7
Interest credited to policyholders' account balances............ 1,017.2 946.6 945.5
Compensation and benefits....................................... 490.7 379.1 310.2
Commissions..................................................... 1,068.6 1,072.4 835.5
Interest expense................................................ 54.5 58.8 72.5
Amortization of deferred policy acquisition costs............... 466.7 424.9 292.6
Capitalization of deferred policy acquisition costs............. (1,015.3) (990.0) (753.2)
Rent expense.................................................... 71.0 67.9 66.7
Amortization and depreciation................................... 122.4 98.1 88.0
Premium taxes................................................... 34.6 35.7 36.3
Other operating costs and expenses.............................. 251.8 242.7 248.0
----------------- ----------------- ----------------
Total benefits and other deductions....................... 4,409.2 4,027.2 4,167.8
----------------- ----------------- ----------------
Earnings from continuing operations before
income taxes.................................................. 1,168.7 703.9 589.5
Income tax (expense) benefit.................................... (274.9) (182.9) 25.4
----------------- ----------------- ----------------
Earnings from continuing operations............................. 893.8 521.0 614.9
Earnings from other discontinued operations,
net of income taxes.......................................... 7.9 3.4 5.6
Gain on real estate to be disposed of,
net of income taxes.......................................... 31.1 - -
Cumulative effect of accounting changes,
net of income taxes.......................................... (2.9) - (33.1)
----------------- ----------------- ----------------
Net Earnings.................................................... $ 929.9 $ 524.4 $ 587.4
================= ================= ================
F-58
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE II
STATEMENTS OF CASH FLOWS (PARENT COMPANY)
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------------- ----------------- ----------------
(IN MILLIONS)
Net earnings.................................................... $ 929.2 $ 524.4 $ 587.4
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Interest credited to policyholders' account balances.......... 1,017.2 946.6 945.5
Universal life and investment-type policy fee income.......... (1,594.1) (1,373.1) (1,312.3)
Investment (gains) losses net................................. (62.8) 70.6 264.1
Equity in net earnings of subsidiaries........................ (183.9) (44.3) (113.1)
Dividends from subsidiaries................................... 32.9 181.8 213.6
Change in deferred policy acquisition costs................... (548.6) (565.1) (460.6)
Change in future policy benefits and other policyholder
funds....................................................... 55.6 (98.7) 216.1
Change in prepaid pension asset............................... 33.6 26.8 (363.0)
Change in fair value of guaranteed minimum income
benefit reinsurance contract................................ (61.0) 91.0 (120.0)
Change in property and equipment.............................. (27.3) (23.9) (23.2)
Change in income tax payable.................................. 271.9 193.0 93.2
Amortization and depreciation................................. 122.4 98.1 88.0
Other, net.................................................... (133.6) 187.2 118.2
----------------- ----------------- -----------------
Net cash (used) provided by operating activities................ (147.8) 214.4 133.9
----------------- ----------------- -----------------
Cash flows from investing activities:
Maturities and repayments..................................... 3,313.6 4,180.6 2,973.1
Sales......................................................... 3,025.5 4,778.7 7,624.4
Purchases..................................................... (7,002.1) (11,403.4) (12,609.2)
Net change in loans to discontinued operations................ (3.6) 2.5 38.1
Change in short-term investments.............................. (93.2) 357.0 (570.9)
Change in policy loans........................................ 65.8 135.6 71.5
Other, net.................................................... 45.2 (61.7) 97.5
----------------- ----------------- -----------------
Net cash used by investing activities........................... (648.8) (2,010.7) (2,375.5)
----------------- ----------------- -----------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................... 4,079.8 5,689.6 4,384.9
Withdrawals and transfers to Separate Accounts.............. (2,690.8) (3,141.6) (1,995.9)
Shareholder dividends paid.................................... (500.0) (400.0) (500.0)
Other, net.................................................... 43.8 35.4 58.9
----------------- ----------------- -----------------
Net cash provided by financing activities....................... 932.8 2,183.4 1,947.9
----------------- ----------------- -----------------
Change in cash and cash equivalents............................. 136.2 387.1 (293.7)
Cash and cash equivalents, beginning of year.................... 402.4 15.3 309.0
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year.......................... $ 538.6 $ 402.4 $ 15.3
================= ================= =================
Supplemental cash flow information:
Interest Paid................................................. $ 43.2 $ 43.2 $ 43.6
================= ================= =================
Income Taxes Paid (Refunded).................................. $ 110.6 $ (58.8) $ (153.6)
================= ================= =================
F-59
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
AT AND FOR THE YEAR ENDED DECEMBER 31, 2004
FUTURE POLICY POLICY AMORTIZATION
DEFERRED BENEFITS CHARGES (1) POLICYHOLDERS' OF DEFERRED (2)
POLICY POLICYHOLDERS' AND OTHER AND NET BENEFITS AND POLICY OTHER
ACQUISITION ACCOUNT POLICYHOLDERS' PREMIUM INVESTMENT INTEREST ACQUISITION OPERATING
SEGMENT COSTS BALANCES FUNDS REVENUE INCOME CREDITED COSTS EXPENSE
- --------------------- ------------ -------------- --------------- ----------- ----------- -------------- ------------ ---------
(IN MILLIONS)
Insurance......... $ 6,813.9 $ 26,875.1 $ 14,099.6 $ 2,475.0 $ 2,437.2 $ 2,905.2 $ 472.9 $ 1,123.3
Investment
Services........ - - - - 37.7 - - 2,302.7
Consolidation/
elimination..... - - - - 26.5 - - (81.9)
------------ -------------- --------------- ------------ ---------- ------------- ------------ ----------
Total............. $ 6,813.9 $ 26,875.1 $ 14,099.6 $ 2,475.0 $ 2,501.4 $ 2,905.2 $ 472.9 $ 3,344.1
============ ============== =============== ============ ========== ============= ============ ==========
(1) Net investment income is based upon specific identification of portfolios
within segments.
(2) Operating expenses are principally incurred directly by a segment.
F-60
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
AT AND FOR THE YEAR ENDED DECEMBER 31, 2003
Future Policy Policy Amortization
Deferred Benefits Charges (1) Policyholders' of Deferred (2)
Policy Policyholders' and Other and Net Benefits and Policy Other
Acquisition Account Policyholders' Premium Investment Interest Acquisition Operating
Segment Costs Balances Funds Revenue Income Credited Costs Expense
- ----------------- --------------------------- -------------- ---------- ----------- -------------- ------------ ------------
(IN MILLIONS)
Insurance........ $ 6,290.4 $ 25,307.7 $ 13,934.7 $ 2,266.1 $ 2,340.8 $ 2,677.9 $ 434.6 $ 990.3
Investment
Services....... - - - - 16.9 - - 2,419.9
Consolidation/
elimination.... - - - - 29.2 - - (70.4)
------------ -------------- -------------- ----------- ---------- -------------- ------------ ------------
Total............ $ 6,290.4 $ 25,307.7 $ 13,934.7 $ 2,266.1 $ 2,386.9 $ 2,677.9 $ 434.6 $ 3,339.8
============ ============== ============== =========== ========== ============== ============ ============
(1) Net investment income is based upon specific identification of portfolios
within segments.
(2) Operating expenses are principally incurred directly by a segment.
F-61
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2002
Policy Amortization
Charges (1) Policyholders' of Deferred (2)
and Net Benefits and Policy Other
Premium Investment Interest Acquisition Operating
Segment Revenue Income Credited Costs Expense
- ------------------------- ------------ ------------- ------------------ ----------------- ---------------
(IN MILLIONS)
Insurance................ $ 2,260.7 $ 2,331.2 $ 3,008.5 $ 296.7 $ 930.3
Investment
Services............... - 18.0 - - 2,154.2
Consolidation/
Elimination............ - 28.0 - - (71.3)
------------ ------------- ------------------ ----------------- ---------------
Total.................... $ ,2,260.7 $ 2,377.2 $ 3,008.5 $ 296.7 $ 3,013.2
============ ============= ================== ================= ===============
(1) Net investment income is based upon specific identification of portfolios
within segments.
(2) Operating expenses are principally incurred directly by a segment.
F-62
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE IV
REINSURANCE (A)
AT AND FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
ASSUMED PERCENTAGE
CEDED TO FROM OF AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
----------------- ---------------- ----------------- --------------- ---------------
(DOLLARS IN MILLIONS)
2004
Life Insurance In-Force...... $ 270,858.1 $ 93,682.5 $ 42,322.6 $ 219,498.2 19.28%
================= ================ ================= ===============
Premiums:
Life insurance and
annuities.................. $ 691.9 $ 44.0 $ 165.8 $ 813.7 20.38%
Accident and health.......... 137.0 96.5 25.4 65.9 38.54%
----------------- ---------------- ----------------- ---------------
Total Premiums............... $ 828.9 $ 140.5 $ 191.2 $ 879.6 21.74%
================= ================ ================= ===============
2003
Life Insurance In-Force...... $ 266,115.8 $ 90,031.1 $ 41,078.1 $ 217,162.8 18.92%
================= ================ ================= ===============
Premiums:
Life insurance and
annuities.................. $ 769.0 $ 70.2 $ 140.9 $ 839.7 16.78%
Accident and health.......... 144.8 98.2 12.1 58.7 20.61%
----------------- ---------------- ----------------- ---------------
Total Premiums............... $ 913.8 $ 168.4 $ 153.0 $ 898.4 17.03%
================= ================ ================= ===============
2002
Life Insurance In-Force...... $ 264,456.6 $ 89,413.1 $ 42,228.6 $ 217,281.1 19.44%
================= ================ ================= ===============
Premiums:
Life insurance and
annuities.................. $ 803.3 $ 86.8 $ 145.7 $ 862.2 16.90%
Accident and health.......... 151.3 104.0 35.7 83.0 43.01%
----------------- ---------------- ----------------- ---------------
Total Premiums............... $ 954.6 $ 190.8 $ 181.4 $ 945.2 19.19%
================= ================ ================= ===============
(A) Includes amounts related to the discontinued group life and health business.
F-63
PART II, ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
9-1
PART II, ITEM 9A.
CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Office and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of December 31, 2004. Based on that
evaluation, management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures are effective. There has been no change in the Company's internal
control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
9A-1
PART II, ITEM 9B.
OTHER INFORMATION
None.
9B-1
PART III, ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to General Instruction I to Form 10-K.
10-1
PART III, ITEM 11.
EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction I to Form 10-K.
11-1
PART III, ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Omitted pursuant to General Instruction I to Form 10-K.
12-1
PART III, ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction I to Form 10-K.
13-1
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 2004 and 2003, and fees for other services rendered by
PwC:
2004 2003
---------------- -----------------
(IN THOUSANDS)
Principal Accounting Fees and Services:
Audit fees.......................................................... $ 9,640 $ 4,687
Audit related fees.................................................. 2,092 1,150
Tax fees............................................................ 1,971 640
All other fees...................................................... 65 7
---------------- -----------------
Total................................................................. $ 13,768 $ 6,484
================ =================
Audit fees for the Holding Company and AXA Equitable are paid pursuant to a
single engagement letter with PwC.
Audit related fees in 2004 and 2003 consist of fees for Sarbanes-Oxley Section
404 implementation and internal control reviews.
Tax fees consist of fees for tax preparation and tax consultation services.
All other fees consist of fees for miscellaneous non-audit services.
AXA Equitable's audit committee has determined that all services to be provided
by PwC must be reviewed and approved by the audit committee on a case-by-case
basis, and therefore has not adopted policies or procedures to pre-approve
engagements, provided, however, that the audit committee has delegated to its
chairperson the ability to 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.
14-1
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.
15-1
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 31, 2005 AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Christopher M. Condron
-----------------------------------
Name: Christopher M. Condron
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/ Christopher M. Condron Chairman of the Board, President and Chief March 31, 2005
- -------------------------------------------- Executive Officer, Director
Christopher M. Condron
/s/ Stanley B. Tulin Vice Chairman of the Board and March 31, 2005
- -------------------------------------------- Chief Financial Officer, Director
Stanley B. Tulin
/s/ Alvin H. Fenichel Senior Vice President and Controller March 31, 2005
- --------------------------------------------
Alvin H. Fenichel
/s/ Bruce W. Calvert Director March 31, 2005
- --------------------------------------------
Bruce W. Calvert
/s/ Henri de Castries Director March 31, 2005
- --------------------------------------------
Henri de Castries
/s/ Claus-Michael Dill Director March 31, 2005
- --------------------------------------------
Claus-Michael Dill
/s/ Denis Duverne Director March 31, 2005
- --------------------------------------------
Denis Duverne
/s/ John C. Graves Director March 31, 2005
- --------------------------------------------
John C. Graves
/s/ Mary R. Henderson Director March 31, 2005
- --------------------------------------------
Mary R. Henderson
/s/ James F. Higgins Director March 31, 2005
- --------------------------------------------
James F. Higgins
/s/ W. Edwin Jarmain Director March 31, 2005
- --------------------------------------------
W. Edwin Jarmain
S-1
/s/ Christina Johnson Director March 31, 2005
- --------------------------------------------
Christina Johnson
/s/ Scott D. Miller Director March 31, 2005
- --------------------------------------------
Scott D. Miller
/s/ Joseph H. Moglia Director March 31, 2005
- --------------------------------------------
Joseph H. Moglia
/s/ Peter J. Tobin Director March 31, 2005
- --------------------------------------------
Peter J. Tobin
S-2
INDEX TO EXHIBITS
Tag
Number Description Method of Filing Value
- ---------- ----------------------------------------- --------------------------------------------- ----------
2.1 Stock Purchase Agreement dated as of Filed as Exhibit 2.1 to the Holding
August 30, 2000 among CSG, AXA, Company's Current Report on Form 8-K
Equitable Life, AXA Participations dated November 14, 2000 and incorporated
Belgium and the Holding Company herein by reference
2.2 Letter Agreement dated as of October 6, Filed as Exhibit 2.2 to the Holding
2000 to the Stock Purchase Agreement Company's Current Report on Form 8-K
among CSG, AXA, Equitable Life, AXA dated November 14, 2000 and incorporated
Participations Belgium and the Holding herein by reference
Company
3.1 Restated Charter of Equitable Life, as Filed as Exhibit 3.1(a) to registrant's
amended January 1, 1997 Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated
herein by reference
3.2 Restated Charter of AXA Equitable, as Filed herewith
amended December 6, 2004
3.3 Restated By-laws of Equitable Life, as Filed as Exhibit 3.2(a) to registrant's
amended November 21, 1996 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 Filed as Exhibit 10(d) to the Holding
18, 1991, as amended among Equitable Company's Form S-1 Registration Statement
Life, the Holding Company and AXA (No. 33-48115), dated May 26, 1992 and
incorporated herein by reference
10.2 Letter Agreement, dated May 12, 1992, Filed as Exhibit 10(e) to the Holding
among the Holding Company, Equitable Company's Form S-1 Registration Statement
Life and AXA (No. 33-48115), dated May 26, 1992 and
incorporated herein by reference
10.3 Amended and Restated Reinsurance Filed as Exhibit 10(o) to the Holding
Agreement, dated as of March 29, 1990, Company's Form S-1 Registration Statement
between Equitable Life and First (No. 33-48115), dated May 26, 1992 and
Equicor Life Insurance Company incorporated herein by reference
10.4 Fiscal Agency Agreement between Filed as Exhibit 10.5 to registrant's
Equitable Life and The Chase Manhattan Annual Report on Form 10-K for the year
Bank, N.A. ended December 31, 1995 and incorporated
herein by reference
10.5(a) Lease, dated as of July 20, 1995, Filed as Exhibit 10.26(a) to the Holding
between 1290 Associates, L.L.C. and Company's Annual Report on Form 10-K
Equitable Life for the year ended December 31, 1996 and
incorporated herein by reference
10.5(b) First Amendment of Lease Agreement, Filed as Exhibit 10.26(b) to the Holding
dated as of December 28, 1995, between Company's Annual Report on Form 10-K
1290 Associates, L.L.C. and Equitable for the year ended December 31, 1996 and
Life incorporated herein by reference
Tag
Number Description Method of Filing Value
- ---------- ----------------------------------------- --------------------------------------------- ----------
10.5(c) Amended and Restated Company Lease Filed as Exhibit 10.26(c) to the Holding
Agreement (Facility Realty), made as of Company's Annual Report on Form 10-K
May 1, 1996, by and between Equitable for the year ended December 31, 1996 and
Life and the IDA incorporated herein by reference
10.5(d) Amended and Restated Company Lease Filed as Exhibit 10.26(d) to the Holding
Agreement (Project Property), made and Company's Annual Report on Form 10-K
entered into as of May 1, 1996, by and for the year ended December 31, 1996 and
between the IDA, Equitable Life and incorporated herein by reference
EVLICO
10.6 Distribution and Servicing Agreement Filed as Exhibit 10.7 to the registrant's
between AXA Advisors (as successor to Annual Report on Form 10-K for the year
Equico Securities, Inc.) and Equitable ended December 31, 1999 and incorporated
Life dated as of May 1, 1994 herein by reference
10.7 Agreement for Cooperative and Joint Filed as Exhibit 10.8 to the registrant's
Use of Personnel, Property and Services Annual Report on Form 10-K for the year
between Equitable Life and AXA ended December 31, 1999 and incorporated
Advisors dated as of September 21, herein by reference
1999
10.8 General Agent Sales Agreement between Filed as Exhibit 10.9 to the registrant's
Equitable Life and AXA Network dated Annual Report on Form 10-K for the year
as of January 1, 2000 ended December 31, 1999 and incorporated
herein by reference
10.9 Agreement for Services by Equitable Filed as Exhibit 10.10 to the registrant's
Life to AXA Network dated as of January Annual Report on Form 10-K for the year
1, 2000 ended December 31, 1999 and incorporated
herein by reference
21 Subsidiaries of the registrant Omitted pursuant to General Instruction I
of Form 10-K
31.1 Section 302 Certification made by the
registrant's Chief Executive Officer Filed herewith
31.2 Section 302 Certification made by the
registrant's Chief Financial Officer Filed herewith
32.1 Section 906 Certification made by the
registrant's Chief Executive Officer Filed herewith
32.2 Section 906 Certification made by the
registrant's Chief Financial Officer Filed herewith