UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2005 Commission File No. 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)
(212) 554-1234
- -------------------------------------------------------------------------------
Registrant's telephone number, including area code
None
- -------------------------------------------------------------------------------
(Former name, former address, and former fiscal year if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
No voting or non-voting common equity of the registrant is held by
non-affiliates of the registrant as of May 11, 2005.
As of May 11, 2005, 2,000,000 shares of the registrant's $1.25 par value Common
Stock were outstanding.
REDUCED DISCLOSURE FORMAT:
Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
of Form 10-Q and is therefore filing this form with the Reduced Disclosure
Format.
Page 1 of 28
AXA EQUITABLE LIFE INSURANCE COMPANY
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2005
TABLE OF CONTENTS
Page #
------
PART I FINANCIAL INFORMATION
Item 1: Unaudited Consolidated GAAP Financial Statements
o Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004............... 3
o Consolidated Statements of Earnings for the Quarter Ended
March 31, 2005 and 2004.............................................................. 4
o Consolidated Statements of Shareholder's Equity and Comprehensive
Income for the Quarter Ended March 31, 2005 and 2004................................. 5
o Consolidated Statements of Cash Flows for the Quarter Ended
March 31, 2005 and 2004.............................................................. 6
o Notes to Consolidated Financial Statements........................................... 7
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations ("Management Narrative")......................................... 20
Item 3: Quantitative and Qualitative Disclosures About Market Risk*............................ 27
Item 4: Controls and Procedures................................................................ 27
PART II OTHER INFORMATION
Item 1: Legal Proceedings...................................................................... 27
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds............................ 27
Item 3: Defaults Upon Senior Securities........................................................ 27
Item 4: Submission of Matters to a Vote of Security Holders.................................... 27
Item 5: Other Information...................................................................... 27
Item 6: Exhibits............................................................................... 27
SIGNATURES............................................................................................. 28
*Omitted pursuant to General Instruction H to Form 10-Q.
-2-
PART I FINANCIAL INFORMATION
ITEM 1: UNAUDITED CONSOLIDATED GAAP FINANCIAL STATEMENTS.
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 30,020.3 $ 30,722.3
Mortgage loans on real estate............................................. 3,102.5 3,131.9
Equity real estate, held for the production of income..................... 641.5 643.2
Policy loans.............................................................. 3,816.8 3,831.4
Other equity investments.................................................. 1,051.9 1,010.5
Other invested assets..................................................... 1,319.4 1,112.1
----------------- -----------------
Total investments..................................................... 39,952.4 40,451.4
Cash and cash equivalents................................................... 1,684.7 1,680.8
Cash and securities segregated, at estimated fair value..................... 1,690.3 1,489.0
Broker-dealer related receivables........................................... 2,352.2 2,187.7
Deferred policy acquisition costs........................................... 6,944.8 6,813.9
Goodwill and other intangible assets, net................................... 3,760.1 3,761.4
Amounts due from reinsurers................................................. 2,579.3 2,549.6
Loans to affiliates......................................................... 400.0 400.0
Other assets................................................................ 3,929.5 3,600.9
Separate Accounts' assets................................................... 60,810.4 61,559.4
----------------- -----------------
TOTAL ASSETS................................................................ $ 124,103.7 $ 124,494.1
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 26,966.9 $ 26,875.1
Future policy benefits and other policyholders liabilities.................. 13,990.8 14,099.6
Broker-dealer related payables.............................................. 1,320.1 945.9
Customers related payables.................................................. 2,656.5 2,658.7
Amounts due to reinsurers................................................... 1,000.3 994.0
Short-term and long-term debt............................................... 1,449.1 1,255.5
Income taxes payable........................................................ 2,633.6 2,714.8
Other liabilities........................................................... 1,737.0 1,859.6
Separate Accounts' liabilities.............................................. 60,810.4 61,559.4
Minority interest in equity of consolidated subsidiaries.................... 2,037.7 2,040.4
Minority interest subject to redemption rights.............................. 262.8 266.6
----------------- -----------------
Total liabilities..................................................... 114,865.2 115,269.6
----------------- -----------------
Commitments and contingencies (Note 11)
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.............................................. 4,902.9 4,890.9
Retained earnings........................................................... 3,722.0 3,457.0
Accumulated other comprehensive income...................................... 611.1 874.1
----------------- -----------------
Total shareholder's equity............................................ 9,238.5 9,224.5
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 124,103.7 $ 124,494.1
================= =================
See Notes to Consolidated Financial Statements.
-3-
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
QUARTER ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
----------------- -----------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product policy fee income................ $ 442.2 $ 372.6
Premiums.................................................................... 224.8 231.3
Net investment income....................................................... 661.7 652.2
Investment gains, net....................................................... 4.1 44.6
Commissions, fees and other income.......................................... 879.7 831.1
----------------- -----------------
Total revenues........................................................ 2,212.5 2,131.8
----------------- -----------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits..................................................... 469.9 453.3
Interest credited to policyholders' account balances........................ 258.5 272.0
Compensation and benefits................................................... 426.1 371.2
Commissions................................................................. 245.0 245.4
Distribution plan payments.................................................. 91.4 97.1
Amortization of deferred sales commissions.................................. 36.5 48.5
Interest expense............................................................ 17.8 21.4
Amortization of deferred policy acquisition costs........................... 184.3 122.7
Capitalization of deferred policy acquisition costs......................... (259.0) (226.8)
Rent expense................................................................ 42.6 46.5
Amortization of other intangible assets, net................................ 5.9 5.6
Other operating costs and expenses.......................................... 221.0 228.5
----------------- -----------------
Total benefits and other deductions................................... 1,740.0 1,685.4
----------------- -----------------
Earnings from continuing operations before income taxes
and minority interest..................................................... 472.5 446.4
Income tax expense.......................................................... (117.8) (123.6)
Minority interest in net income of consolidated subsidiaries................ (89.6) (95.4)
----------------- -----------------
Earnings from continuing operations......................................... 265.1 227.4
(Loss) earnings from discontinued operations, net of income tax expense..... (.1) 2.1
Cumulative effect of accounting changes, net of income tax benefit.......... - (2.9)
----------------- -----------------
Net Earnings................................................................ $ 265.0 $ 226.6
================= =================
See Notes to Consolidated Financial Statements.
-4-
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
AND COMPREHENSIVE INCOME
QUARTER ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
----------------- -----------------
(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning of year and end of period............. $ 2.5 $ 2.5
----------------- -----------------
Capital in excess of par value, beginning of year........................... 4,890.9 4,848.2
Other changes in capital in excess of par value............................. 12.0 3.8
----------------- -----------------
Capital in excess of par value, end of period............................... 4,902.9 4,852.0
----------------- -----------------
Retained earnings, beginning of year........................................ 3,457.0 3,027.1
Net earnings................................................................ 265.0 226.6
----------------- -----------------
Retained earnings, end of period............................................ 3,722.0 3,253.7
----------------- -----------------
Accumulated other comprehensive income, beginning of year................... 874.1 892.8
Other comprehensive (loss) income........................................... (263.0) 259.7
----------------- -----------------
Accumulated other comprehensive income, end of period....................... 611.1 1,152.5
----------------- -----------------
TOTAL SHAREHOLDER'S EQUITY, END OF PERIOD................................... $ 9,238.5 $ 9,260.7
================= =================
COMPREHENSIVE INCOME
Net earnings................................................................ $ 265.0 $ 226.6
----------------- -----------------
Change in unrealized (losses) gains net of reclassification adjustments..... (263.0) 247.3
Cumulative effect of accounting changes..................................... - 12.4
----------------- -----------------
Other comprehensive (loss) income........................................... (263.0) 259.7
----------------- -----------------
COMPREHENSIVE INCOME........................................................ $ 2.0 $ 486.3
================= =================
See Notes to Consolidated Financial Statements.
-5-
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
QUARTER ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2005 2004
----------------- -----------------
(IN MILLIONS)
Net earnings................................................................ $ 265.0 $ 226.6
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances.................... 258.5 272.0
Universal life and investment-type product policy fee income............ (442.2) (372.6)
Net change in broker-dealer and customer related receivables/payables... (12.5) 4.9
Investment gains, net................................................... (4.1) (44.6)
Change in income tax payable............................................ 58.4 101.1
Change in future policy benefits........................................ 27.3 76.0
Change in property and equipment........................................ (15.3) (12.8)
Change in deferred policy acquisition costs............................. (74.7) (104.1)
Change in segregated cash and securities, net........................... (201.3) 52.2
Minority interest in net income of consolidated subsidiaries............ 89.6 95.4
Change in fair value of guaranteed minimum income
benefit reinsurance contracts........................................ (40.1) 15.0
Amortization of deferred sales commissions.............................. 36.5 48.5
Amortization of other intangible assets, net............................ 5.9 5.6
Change in accounts payable and accrued expenses......................... (124.2) (287.3)
Other, net.............................................................. (121.7) (66.9)
----------------- -----------------
Net cash (used) provided by operating activities............................ (294.9) 9.0
----------------- -----------------
Cash flows from investing activities:
Maturities and repayments of fixed maturities and mortgage loans.......... 706.4 904.6
Sales.................................................................... 497.1 1,104.4
Purchases................................................................. (1,293.5) (1,721.7)
Change in short-term investments.......................................... (65.5) 284.7
Purchase of minority interest in consolidated subsidiary.................. - (308.7)
Other, net................................................................ 78.0 66.2
----------------- -----------------
Net cash (used) provided by investing activities............................ (77.5) 329.5
----------------- -----------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits................................................................ 929.4 828.3
Withdrawals and transfers to Separate Accounts.......................... (668.6) (809.6)
Net increase in short-term financings..................................... 213.5 238.9
Other, net................................................................ (98.0) 22.7
----------------- -----------------
Net cash provided by financing activities................................... 376.3 280.3
----------------- -----------------
Change in cash and cash equivalents......................................... 3.9 618.8
Cash and cash equivalents, beginning of year................................ 1,680.8 722.7
----------------- -----------------
Cash and Cash Equivalents, End of Period.................................... $ 1,684.7 $ 1,341.5
================= =================
Supplemental cash flow information
Interest Paid............................................................. $ 26.5 $ 16.7
================= =================
Income Taxes Paid......................................................... $ 97.1 $ 49.0
================= =================
See Notes to Consolidated Financial Statements.
-6-
AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1) BASIS OF PRESENTATION
The preparation of the accompanying unaudited consolidated financial
statements in conformity with GAAP 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.
Actual results could differ from those estimates. The accompanying
unaudited interim consolidated financial statements reflect all
adjustments necessary in the opinion of management for a fair statement of
the consolidated financial position of the Company and its consolidated
results of operations and cash flows for the periods presented. All
significant intercompany transactions and balances except those with Other
Discontinued Operations (see Note 6) have been eliminated in
consolidation. These statements should be read in conjunction with the
audited consolidated financial statements of the Company for the year
ended December 31, 2004. The results of operations for the three months
ended March 31, 2005 are not necessarily indicative of the results to be
expected for the full year.
The terms "first quarter 2005" and "first quarter 2004" refer to the three
months ended March 31, 2005 and 2004, respectively.
Certain reclassifications have been made in the amounts presented for
prior periods to conform those periods to the current presentation.
2) PURCHASE OF MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY
In March 2004, a wholly owned subsidiary of the Company, designated by the
Holding Company, acquired 8.16 million Alliance Units at the aggregated
market price of $308.7 million from SCB Inc. and SCB Partners, Inc. under
a preexisting agreement. As a result of the transaction, the Company
recorded goodwill of $162.1 million and other intangible assets of $20.0
million. Other intangible assets are amortized on a straight-line basis
over their estimated useful lives of twenty years. Upon completion of this
transaction, the Company's economic interest in Alliance increased to
approximately 45.6% and, when combined with the Holding Company, their
total economic interest in Alliance increased to approximately 58.4%. As a
result of other transactions in the year ended December 31, 2004, the
Company's economic interest in Alliance at March 31, 2005 increased to
46.3% and, when combined with the Holding Company, their total economic
interest in Alliance increased to 61.2%.
3) ACCOUNTING CHANGES
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 issued by AXA Equitable,
(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 within Other equity investments 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
-7-
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 nor 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 also 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
first quarter 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.
New Accounting Pronouncements
-----------------------------
On December 16, 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment". SFAS No. 123(R) eliminates the alternative to apply the
intrinsic value method of accounting for employee stock-based compensation
awards that was provided in SFAS 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) 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. On April 14, 2005, the SEC adopted a new rule allowing
companies to implement SFAS No. 123(R) at the beginning of their next
fiscal year, instead of the next reporting period, that begins after June
15, 2005.
The Company elected under SFAS No. 123 to continue to account for
stock-based compensation using the intrinsic value method and 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 and AXA ordinary share options, 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
-8-
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 becomes 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
March 31, 2005 do not reflect any amount associated with enactment of MMA,
including the subsidy.
4) INVESTMENTS
Investment valuation allowances for mortgage loans and equity real estate
and changes thereto follow:
THREE MONTHS ENDED
MARCH 31,
-----------------------------------
2005 2004
--------------- ---------------
(IN MILLIONS)
Balances, beginning of year............................................... $ 11.3 $ 20.5
Additions charged to income............................................... - .5
Deductions for writedowns and asset dispositions.......................... (.1) (.7)
--------------- ---------------
Balances, End of Period................................................... $ 11.2 $ 20.3
=============== ===============
Balances, end of period comprise:
Mortgage loans on real estate........................................... $ 11.2 $ 18.2
Equity real estate...................................................... - 2.1
--------------- ---------------
Total..................................................................... $ 11.2 $ 20.3
=============== ===============
For the first quarters of 2005 and 2004, investment income is shown net of
investment expenses of $50.4 million and $43.3 million, respectively.
As of March 31, 2005 and December 31, 2004, fixed maturities classified as
available for sale had amortized costs of $28,695.7 million and $28,777.6
million, respectively. Also at March 31, 2005 and December 31, 2004,
respectively, Other equity investments included the General Account's
investments in Separate Accounts and other trading securities having
carrying values of $115.1 million and $117.4 million and costs of $108.1
million and $107.2 million and other equity securities with carrying
values of $1.7 million and $2.1 million and costs of $.7 million and $1.0
million.
In the first quarters of 2005 and 2004, respectively, net unrealized and
realized holding (losses) gains on trading account equity securities of
$(3.3) million and $3.3 million were included in Net investment income in
the consolidated statements of earnings.
For the first quarters of 2005 and 2004, proceeds received on sales of
fixed maturities classified as available for sale amounted to $ 496.7 and
$1,092.3 million, respectively. Gross gains of $8.9 million and $29.9
-9-
million and gross losses of $7.3 million and $1.6 million were realized on
these sales for the first quarters of 2005 and 2004, respectively.
Unrealized net investment gains related to fixed maturities classified as
available for sale decreased by $620.0 million during the first three
months of 2005, resulting in a balance of $1,324.7 million at March 31,
2005.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
MARCH 31, December 31,
2005 2004
--------------- -----------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances............ $ 88.9 $ 89.4
Impaired mortgage loans without investment valuation allowances......... 10.8 10.7
--------------- -----------------
Recorded investment in impaired mortgage loans.......................... 99.7 100.1
Investment valuation allowances......................................... (11.1) (11.3)
--------------- -----------------
Net Impaired Mortgage Loans............................................. $ 88.6 $ 88.8
=============== =================
During the first quarters of 2005 and 2004, respectively, the Company's
average recorded investment in impaired mortgage loans was $108.1 million
and $178.2 million. Interest income recognized on these impaired mortgage
loans totaled $1.6 million and $2.6 million for the first quarters of 2005
and 2004, 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
March 31, 2005 and December 31, 2004, respectively, the carrying values of
mortgage loans on real estate that had been classified as nonaccrual loans
were $79.5 million and $79.2 million.
5) 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 had
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.
-10-
Summarized financial information for the Closed Block follows:
MARCH 31, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,895.8 $ 8,911.5
Policyholder dividend obligation..................................... 103.2 264.3
Other liabilities.................................................... 154.6 122.1
----------------- -----------------
Total Closed Block liabilities....................................... 9,153.6 9,297.9
----------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,583.4 and $5,488.6).......................... 5,787.6 5,823.2
Mortgage loans on real estate........................................ 1,084.8 1,098.8
Policy loans......................................................... 1,315.2 1,322.5
Cash and other invested assets....................................... 18.8 37.1
Other assets......................................................... 166.3 187.0
----------------- -----------------
Total assets designated to the Closed Block......................... 8,372.7 8,468.6
----------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 780.9 829.3
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $35.4 and $24.6 and policyholder dividend
obligation of $103.2 and $264.3................................. 65.7 45.7
----------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 846.6 $ 875.0
================= =================
Closed Block revenues and expenses follow:
THREE MONTHS ENDED
MARCH 31,
-----------------------------------
2005 2004
---------------- ---------------
(IN MILLIONS)
REVENUES:
Premiums and other income................................................ $ 115.0 $ 122.6
Investment income........................................................ 131.9 141.8
Investment gains, net.................................................... 8.2 13.1
--------------- ---------------
Total revenues........................................................... 255.1 277.5
--------------- ---------------
BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits and dividends.................................... 210.4 213.3
Other operating costs and expenses....................................... 1.0 1.1
--------------- ----------------
Total benefits and other deductions...................................... 211.4 214.4
--------------- ----------------
Net revenues before income taxes......................................... 43.7 63.1
Income tax expense....................................................... (15.3) (22.3)
--------------- ----------------
Net Revenues............................................................. $ 28.4 $ 40.8
=============== ================
-11-
Reconciliations of the policyholder dividend obligation follow:
THREE MONTHS ENDED
MARCH 31,
-------------------------------------
2005 2004
---------------- ----------------
(IN MILLIONS)
Balance at beginning of year............................................ $ 264.3 $ 242.1
Unrealized investment (losses) gains.................................... (161.1) 154.0
---------------- ----------------
Balance at End of Period......................................... $ 103.2 $ 396.1
================ ================
6) OTHER DISCONTINUED OPERATIONS
Summarized financial information for Other Discontinued Operations
follows:
MARCH 31, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $708.0 and $643.6).............................. $ 747.5 $ 702.1
Equity real estate................................................... 188.7 190.1
Mortgage loans on real estate........................................ 21.0 21.4
Other equity investments............................................. 4.0 4.4
Other invested assets................................................ .4 .3
----------------- -----------------
Total investments.................................................. 961.6 918.3
Cash and cash equivalents............................................ 90.4 150.2
Other assets......................................................... 14.0 33.3
----------------- -----------------
Total Assets......................................................... $ 1,066.0 $ 1,101.8
================= =================
Policyholders liabilities............................................ $ 837.8 $ 844.6
Allowance for future losses.......................................... 108.6 132.7
Other liabilities.................................................... 119.6 124.5
----------------- -----------------
Total Liabilities.................................................... $ 1,066.0 $ 1,101.8
================= =================
THREE MONTHS ENDED
MARCH 31,
-------------------------------------
2005 2004
----------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment expenses of $4.6 and $4.3)........... $ 16.3 $ 17.3
Investment (losses) gains, net............................................ (.1) 2.5
----------------- -----------------
Total revenues............................................................ 16.2 19.8
Benefits and other deductions............................................. 21.2 25.7
Losses charged to allowance for future losses............................. (5.0) (5.9)
----------------- -----------------
Pre-tax results from operations........................................... - -
Pre-tax (loss) earnings from strengthening/releasing the allowance
for future losses....................................................... (.2) 3.2
Income tax expense (benefit).............................................. .1 (1.1)
----------------- -----------------
(Loss) Income from Other Discontinued Operations.......................... $ (.1) $ 2.1
================= =================
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of Other Discontinued
Operations against the allowance, re-estimates future losses and adjusts
the allowance, if appropriate. These updated assumptions and estimates
resulted in a strengthening or release of allowance in each of the periods
presented above.
-12-
Management believes the allowance for future losses at March 31, 2005 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 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 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 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 loss
allowance are likely to result.
7) GMDB, GMIB, AND NO LAPSE GUARANTEE FEATURES
A) Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
AXA Equitable issues certain variable annuity contracts with GMDB and GMIB
features that guarantee either:
o) Return of Premium: the benefit is the greater of current account
value or premiums paid (adjusted for withdrawals);
o) 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);
o) 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
o) 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 2005:
GMDB GMIB TOTAL
---------------- ----------------- -----------------
(IN MILLIONS)
Balance at December 31, 2004....................... $ 67.6 $ 117.6 $ 185.2
Paid guarantee benefits.......................... (10.0) - (10.0)
Other changes in reserve......................... 25.3 17.0 42.3
---------------- ----------------- -----------------
Balance at March 31, 2005.......................... $ 82.9 $ 134.6 $ 217.5
================ ================= =================
Related GMDB reinsurance ceded amounts were:
GMDB
--------------------
(IN MILLIONS)
Balance at December 31, 2004....................... $ 10.3
Paid guarantee benefits ceded.................... (2.9)
Other changes in reserve......................... 9.8
--------------------
Balance at March 31, 2005.......................... $ 17.2
====================
The GMIB reinsurance contracts are considered derivatives and are reported
at fair value.
The March 31, 2005 values for those variable annuity contracts with GMDB
and GMIB features are presented in the following table. For contracts with
the GMDB feature, the net amount at risk in the event of death is the
amount by which the GMDB benefits exceed related account values. For
contracts with the GMIB feature, the net amount at risk in the event of
annuitization is the amount by which the present value of the GMIB
benefits exceeds related account values, taking into account the
relationship between current annuity purchase rates and the GMIB
-13-
guaranteed annuity purchase rates. Since variable annuity 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)................... $ 29,890 $ 6,242 $ 7,872 $ 11,553 $ 55,557
Net amount at risk, gross........... $ 1,247 $ 703 $ 2,065 $ 105 $ 4,120
Net amount at risk, net of amounts
reinsured........................ $ 1,245 $ 478 $ 1,252 $ 105 $ 3,080
Average attained age of
contractholders................... 49.6 60.2 62.8 60.4 52.0
Percentage of contractholders
over age 70....................... 7.4 21.8 28.9 20.7 10.9
Range of guaranteed minimum
return rates..................... N/A N/A 3%-6% 3%-6% N/A
GMIB:
Account value (2)................... N/A N/A $ 5,531 $ 15,768 $ 21,299
Net amount at risk, gross........... N/A N/A $ 511 $ - $ 511
Net amount at risk, net of amounts
reinsured........................ N/A N/A $ 129 $ - $ 129
Weighted average years remaining
until earliest annuitization..... N/A N/A 3.5 9.1 7.3
Range of guaranteed minimum
return rates..................... N/A N/A 3%-6% 3%-6% 3%-6%
(1) Included General Account balances of $11,759 million, $228 million,
$130 million and $444 million, respectively, for a total of $12,561
million.
(2) Included General Account balances of $2 million and $639 million,
respectively, for a total of $641 million.
B) Separate Account Investments by Investment Category Underlying GMDB
and GMIB Features
----------------------------------------------------------------------
The total account values of variable annuity contracts with GMDB and GMIB
features include amounts allocated to the guaranteed interest option which
is part of the General Account and variable investment options which
invest through Separate Accounts in variable insurance trusts. The
following table presents the aggregate fair value of assets, by major
investment category, held by Separate Accounts that support variable
annuity contracts with GMDB and GMIB benefits and guarantees. The
investment performance of the assets impacts the related account values
and, consequently, the net amount of risk associated with the GMDB and
GMIB benefits and guarantees. Since variable annuity contracts with GMDB
benefits and guarantees may also offer GMIB benefits and guarantees in
each contract, the GMDB and GMIB amounts listed are not mutually
exclusive:
-14-
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
MARCH 31, December 31,
2005 2004
---------------- ------------------
(IN MILLIONS)
GMDB:
Equity............................................................... $ 31,261 $ 32,088
Fixed income......................................................... 4,214 4,192
Balanced............................................................. 5,916 5,342
Other................................................................ 1,604 1,551
---------------- ------------------
Total................................................................ $ 42,995 $ 43,173
================ ==================
GMIB:
Equity............................................................... $ 14,092 $ 14,325
Fixed income......................................................... 2,574 2,425
Balanced............................................................. 3,018 2,768
Other................................................................ 976 565
---------------- ------------------
Total................................................................ $ 20,660 $ 20,083
================ ==================
C) Hedging Programs for GMDB and GMIB Features
-------------------------------------------
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 March 31, 2005, the total
account value and net amount at risk of contracts were $21,971 million and
$133 million, respectively, for the GMDB hedge program and $7,379 million
and zero, respectively, for the GMIB hedge program.
D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse
Guarantee
-------------------------------------------------------------------------
The no lapse guarantee feature contained in variable and
interest-sensitive life insurance policies keeps them in force in
situations where the policy value is not sufficient to cover monthly
charges then due. The no lapse guarantee remains in effect so long as the
policy meets a contractually specified premium funding test and certain
other requirements.
The following table summarizes the no lapse guarantee liabilities
reflected in the General Account in future policy benefits and other
policyholders liabilities, and related reinsurance ceded:
DIRECT REINSURANCE
LIABILITY CEDED NET
---------------- ----------------- -----------------
(IN MILLIONS)
Balance at December 31, 2004....................... $ 20.5 $ (6.1) $ 14.4
Paid guarantee benefits.......................... - - -
Other changes in reserve......................... 4.1 (4.2) (.1)
---------------- ----------------- -----------------
Balance at March 31, 2005.......................... $ 24.6 $ (10.3) $ 14.3
================ ================= =================
8) 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.
-15-
Components of net periodic pension expense follow:
THREE MONTHS ENDED
MARCH 31,
------------------------------------
2005 2004
---------------- ------------------
(IN MILLIONS)
Service cost............................................................ $ 8.8 $ 9.4
Interest cost on projected benefit obligation........................... 30.4 30.5
Expected return on assets............................................... (42.9) (42.1)
Net amortization and deferrals.......................................... 19.0 18.7
---------------- ------------------
Net Periodic Pension Expense............................................ $ 15.3 $ 16.5
================ ==================
9) STOCK APPRECIATION RIGHTS
Following completion of the merger of AXA Merger Corp. with and into the
Holding Company, 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. For first quarter
2005, the Company recorded a increase in the Stock Appreciation Rights
liability of $7.6 million reflecting the variable accounting for Stock
Appreciation Rights, based on the change in the market value of AXA ADRs
for the period ended March 31, 2005. At March 31, 2005, the Stock
Appreciation Rights liability was $33.9 million.
10) INCOME TAXES
Income taxes for interim periods have been computed using an estimated
annual effective tax rate. This rate is revised, if necessary, at the end
of each successive interim period to reflect the current estimate of the
annual effective tax rate.
11) LITIGATION
There have been no new material legal proceedings and no material
developments in specific litigations previously reported in the Company's
Notes to Consolidated Financial Statements for the year ended December 31,
2004, except as described below:
In MAHOLTRA, in March 2005, the District Court granted defendants' motion
to dismiss the second amended complaint, but permitted one of the
plaintiffs leave to file a third amended complaint.
In DH2, in April 2005, DH2 filed a Second Amended Complaint, which alleges
claims substantially similar to those included in the original amended
complaint.
In HIRT, in April 2005, the Court denied the cross motions for summary
judgment without prejudice and has set a proof hearing for August 2005.
In BERGER, in May 2005, the Court granted AXA Equitable's motion for
summary judgment and dismissed the remaining claim of violation of ERISA.
In WIGGENHORN, in April 2005, the U.S. Court of Appeals for the Seventh
Circuit ruled in favor of Putnam Funds in the case in which the Holding
Company is not a party. Based upon this decision, in April 2005, AXA
Equitable filed a motion to either grant its motion to dismiss or set a
briefing schedule on its motion to dismiss.
In GOSHEN, in April 2005, plaintiffs filed a motion for leave to appeal
with the Court of Appeals.
-16-
In MCLEAN, in April 2005, claims of the individual Illinois plaintiffs
were settled and the case has been dismissed.
In ECKERT, in April 2005, one of the plaintiffs was granted the right to
intervene and filed a complaint entitled CERRA V. THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES in the United States District Court
for the Eastern District of New York with the same allegations as in
ECKERT. The defendants expect to move to dismiss plaintiffs complaint.
ALLIANCE LITIGATION
In the SBA COMPLAINT, in April 2005, Alliance and the SBA entered into an
Agreement Regarding Litigation pursuant to which, among other things, a
jury verdict in favor of Alliance on all claims would prevent both parties
from seeking to retry or appeal the case and from seeking costs or
attorneys' fees, and would prevent Alliance from seeking to recover its
claim for unpaid investment management fees. In April 2005, the jury found
in favor of Alliance on all claims.
In February 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 require 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 has been cooperating fully with the
investigation.
In April 2005, a complaint entitled THE ATTORNEY GENERAL OF THE STATE OF
WEST VIRGINIA V. AIM ADVISORS, INC., ET AL. ("WVAG Complaint") was filed
against Alliance, Alliance Holding, and various other defendants not
affiliated with Alliance. The WVAG Complaint was filed in the Circuit
Court of Marshall County, West Virginia by the Attorney General of the
State of West Virginia. The WVAG Complaint makes factual allegations
generally similar to those in the HINDO Complaint.
In connection with its market timing-related matters, Alliance recorded
charges totaling $330 million during the second half of 2003 in connection
with establishing the $250 million restitution fund and certain other
matters. Alliance paid $1 million during first quarter 2005 and has
cumulatively paid $303 million related to these matters.
In connection with directed brokerage matters, in March 2005, Alliance
commenced discussions with the NASD regarding the directed brokerage
investigations by the SEC and the NASD. Accordingly, Alliance recorded a
$5.0 million charge against 2004 earnings; approximately $1.0 million of
this charge was reversed in first quarter 2005 to reflect the final amount
of approximately $4.0 million agreed upon between Alliance and the NASD.
In connection with proof of claim-related matters, in April 2005, the
court signed an order dismissing the DAVIDSON Complaint with prejudice.
Plaintiffs have a limited right to re-open the case within 90 days of the
order.
Although the outcome of litigation generally cannot be predicted with
certainty, management believes that, except as otherwise noted above or in
the Company's Notes to Consolidated Financial Statements for the year
ended December 31, 2004, 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 previously noted, management cannot make an
estimate of loss, if any, or predict whether or not any of such other
litigations described above or in the Company's Notes to Consolidated
Financial Statements for the year ended December 31, 2004 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
-17-
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.
12) BUSINESS SEGMENT INFORMATION
The following tables reconcile segment revenues and earnings from
continuing operations before Federal income taxes and minority interest 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.
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
2005 2004
------------------ ------------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance......................................................... $ 1,483.0 $ 1,398.6
Investment Services............................................... 750.6 753.5
Consolidation/elimination......................................... (21.1) (20.3)
------------------ ------------------
Total Revenues.................................................... $ 2,212.5 $ 2,150.0
================== ==================
SEGMENT EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND MINORITY INTEREST:
Insurance......................................................... $ 299.4 $ 272.2
Investment Services............................................... 173.1 174.2
------------------ ------------------
Total Earnings from Continuing Operations before
Income Taxes and Minority Interest............................ $ 472.5 $ 446.4
================== ==================
MARCH 31, December 31,
2005 2004
----------------- ------------------
(IN MILLIONS)
ASSETS:
Insurance......................................................... $ 109,580.8 $ 110,141.1
Investment Services............................................... 14,529.2 14,326.3
Consolidation/elimination......................................... (6.3) 26.7
------------------ ------------------
Total Assets...................................................... $ 124,103.7 $ 124,494.1
================== ==================
13) RELATED PARTY TRANSACTIONS
Since January 2000, 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 is based on the cost to the Holding Company
of the benefits provided which totaled $14.7 million and $15.4 million,
respectively, for first quarters 2005 and 2004.
The Company paid $159.5 million and $169.6 million, respectively, of
commissions and fees to AXA Distribution and its subsidiaries for sales of
insurance products for first quarters 2005 and 2004. The Company charged
AXA Distribution's subsidiaries $73.1 million and $71.2 million,
respectively, for their applicable share of operating expenses for first
quarters 2005 and 2004, pursuant to the Agreements for Services.
14) STOCK-BASED COMPENSATION
The Company accounts 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 the Holding Company's Stock Incentive 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
-18-
compensation expense as related to options awarded under those plans been
determined based on SFAS No.123's fair value based method:
THREE MONTHS ENDED
MARCH 31,
-----------------------------------------
2005 2004
------------------ -------------------
(IN MILLIONS)
Net earnings as reported...................................... $ 265.0 $ 226.6
Less: Total stock-based employee compensation expense
determined under fair value method for all awards,
net of income tax benefit................................. (5.7) (5.1)
----------------- ------------------
Pro Forma Net Earnings........................................ $ 259.3 $ 221.5
================= ==================
-19-
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis is omitted pursuant to General Instruction
H of Form 10-Q. The management narrative for the Company that follows should be
read in conjunction with the Consolidated Financial Statements and the related
Notes to Consolidated Financial Statements included elsewhere herein, and with
the management narrative found in the Management's Discussion and Analysis
("MD&A") section included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004 ("2004 Form 10-K").
CONSOLIDATED RESULTS OF OPERATIONS
FIRST QUARTER 2005 COMPARED TO FIRST QUARTER 2004
Earnings from continuing operations before income taxes and minority interest
were $472.5 million for first quarter 2005, an increase of $26.1 million from
the year earlier quarter. The Insurance segment's earnings increase of $27.2
million was partially offset by the $1.1 million decrease in the Investment
Services segment. 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. Net earnings for the Company
totaled $265.0 million for first quarter 2005, $38.4 million higher than the
$226.6 million reported for the 2004 quarter.
Revenues. In first quarter 2005, total revenues increased $80.7 million to $2.21
billion as revenues for both the Insurance and Investment Services segments
increased.
Premiums decreased by $6.5 million to $224.8 million for first quarter 2005.
Policy fee income was $442.2 million, $69.6 million higher than first quarter
2004 primarily due to higher average Separate Account balances resulting from
positive net cash flows and market appreciation.
Net investment income increased $9.5 million to $661.7 million primarily as a
result of $33.0 million higher net investment income related to derivative
instruments including those related to hedging programs implemented to mitigate
certain risks associated with the GMDB/GMIB features of certain contracts and
interest rate floor contracts partially offset by lower income on AXA
Equitable's investment portfolio. Lower income from fixed maturities, equity
real estate, policy loans and other equity investments was partially offset by
slightly higher income on cash and short-term investments.
Investment gains totaled $4.1 million in first quarter 2005, as compared to
$44.6 million in first quarter 2004. The decline in the 2005 quarter reflected
$31.2 million lower gains from sales of fixed maturity securities and losses of
$1.8 million on other equity investments as compared to $6.4 million of gains in
first quarter 2004 partially offset by lower writedowns on General Account fixed
maturities, $1.3 million in first quarter 2005 as compared to $5.1 million in
first quarter 2004.
Commissions, fees and other income increased $48.6 million to $879.7 million
with higher income in the Insurance segment partially offset by a $4.3 million
decrease in the Investment Services segment. The Insurance segment increase of
$46.1 million was due to higher gross investment management fees received from
EQAT and VIP Trust due to a higher asset base. Additionally, $25.1 million of
the increase was due to the change in the fair value of the GMIB reinsurance
contracts. As required by SFAS No. 133, the GMIB reinsurance contracts are
considered derivatives and are reported at fair value. The increase in fair
value for first quarter 2005 was $40.1 million as compared to $15.0 million for
first quarter 2004. The Investment Services segment decrease was principally due
to declines in distribution revenues, shareholder servicing fees, institutional
research services and other revenues, partially offset by the $25.2 million
increase in investment advisory and services fees at Alliance. There was an $8.5
million decrease in distribution revenues, primarily due to lower daily average
retail AUM. Other revenues at Alliance declined by $8.5 million from the $14.3
million reported in first quarter 2004 principally due to unrealized
mark-to-market losses on investments held for deferred compensation plan
obligations. Shareholder servicing fees decreased $6.1 million to $25.2 million
in first quarter 2005 primarily as the result of the reduction in the number of
shareholder accounts due to redemptions and of fee reductions. Institutional
research revenues decreased $4.2 million to $75.2 million in first quarter 2005
due to a decrease in NYSE market share and pricing partially offset by an
increase in NYSE daily trading volume. The 4.9% increase to $536.2 million in
investment advisory and services fees was primarily due to an approximately
10.7% increase in average assets under management ("AUM") resulting from market
appreciation and net asset inflows and performance fees of $7.8
-20-
million in the 2005 quarter as compared to $3.6 million in first quarter 2004,
partially offset by lower transaction volume, one less trading day in the
quarter and the partial introduction of a new pricing structure that will
eliminate transaction charges for most private clients, with a corresponding
increase in asset-based fees.
Benefits and Other Deductions. Total benefits and other deductions increased
$54.6 million with an increase of $56.3 million in the Insurance segment
partially offset by a $1.8 million decrease in the Investment Services segment.
Policyholders' benefits were $469.9 million in first quarter 2005, a $16.6
million increase from first quarter 2004. The increase principally resulted from
higher GMDB/GMIB benefits and reserves due to the growth in business and higher
benefits and reserves in the reinsurance assumed product line partially offset
by lower individual life death claims.
The $13.5 million decrease in interest credited to policyholders' account
balances to $469.9 million in first quarter 2005 was principally due to
unrealized investment losses now credited for Pension Par contracts pursuant to
SOP 03-1.
Total compensation and benefits increased $54.9 million to $426.1 million in
first quarter 2005 with increases of $43.1 million and $11.8 million reported
for the Insurance and Investment Services segments, respectively. The increase
in the Insurance segment in first quarter 2005 was primarily due to
approximately $19.0 million higher employee salaries and variable and incentive
compensation, a $10.0 million change related to increases in the Stock
Appreciation Rights liability and higher benefits and taxes. The $11.8 million
increase for the Investment Services segment was primarily a result of annual
merit increases at Alliance.
For first quarter 2005, commissions in the Insurance segment totaled $245.0
million, flat when compared to $245.4 million from first quarter 2004.
There was a $5.7 million decrease in distribution plan payments by Alliance due
to lower amortization of deferred sales commissions as a result of lower
back-end load shares and lower distribution plan payments.
Interest expense declined by $3.6 million to $17.8 million in first quarter 2005
as compared to $21.4 million in first quarter 2004.
DAC amortization increased to $184.3 million in first quarter 2005, up $61.6
million. The increase in amortization was principally due to higher margins in
products that are DAC reactive.
DAC capitalization totaled $259.0 million; the increase of $32.2 million from
$226.8 million reported in first quarter 2004 primarily resulted from higher
sales of interest sensitive life products.
The $3.9 million decrease in rent expense to $42.6 million in first quarter 2005
was due to a $6.9 million decrease for the Insurance segment partially offset by
a $3.0 million increase in the Investment Services segment. Amortization of
intangible assets showed a slight increase from first quarter 2004 to first
quarter 2005.
There was a $7.5 million decrease in other operating costs and expenses to
$221.0 million in first quarter 2005. The $8.5 million decrease in the Insurance
segment was principally due to lower taxes, licenses and fees partially offset
by higher sub-advisory fees at EQAT and VIP Trust due to higher average asset
balances. The Investment Services segment increase resulted from $3.7 million
higher legal, $2.9 million higher occupancy and $2.0 million higher
Sarbanes-Oxley 404 compliance costs at Alliance.
Premiums and Deposits. Total premiums and deposits for insurance and annuity
products for first quarter 2005 were $3.38 billion, a $20.3 million decrease
from the 2004 quarter with $21.0 million lower first year premiums and deposits
in first quarter 2005 than the prior year's comparable period. First year
premiums and deposits for the life products increased $26.0 million due to
higher sales in the retail channel while the annuity lines' premiums and
deposits declined $46.6 million primarily due to lower sales in the retail
distribution channel.
Surrenders and Withdrawals. Surrenders and withdrawals increased from $1.53
billion in first quarter 2004 to $1.57 billion for first quarter 2005 with an
increase of $121.7 million reported for the individual annuities product line,
partially offset by declines of $78.5 million and a $5.8 million in variable and
interest-sensitive and traditional life surrenders and withdrawals,
respectively. The annualized annuities surrender rate declined to 8.0 % in first
quarter
-21-
2005 from 8.3% in first quarter 2004. Similarly, the individual life
surrender rates decreased to 4.1% from 5.5% for the same respective periods. The
individual life surrender rate was higher in first quarter 2004 principally due
to the surrender of a single large COLI contract. When the effect of this
surrender is excluded, the first quarter 2004 life surrender rate was 4.4%. The
surrender and withdrawal rates described above continue to fall within the range
of expected experience.
Assets Under Management. Breakdowns of assets under management follow:
ASSETS UNDER MANAGEMENT
(IN MILLIONS)
MARCH 31,
-----------------------------------
2005 2004
--------------- ---------------
Third party..................................................................... $ 471,157 $ 425,214
AXA Equitable General Account, the Holding Company
and its other affiliates..................................................... 54,590 42,701
Insurance Group Separate Accounts .............................................. 64,977 57,387
--------------- ---------------
Total Assets Under Management................................................... $ 590,724 $ 525,302
=============== ===============
Third party assets under management at March 31, 2005 increased $45.94 billion
primarily due to increases at Alliance. AXA Equitable General Account, the
Holding Company and its other affiliates' assets under management increased
$11.89 billion from first quarter 2004 totals. The $7.59 billion increase in
Insurance Group Separate Account assets under management resulted from market
appreciation and net new deposits.
Alliance assets under management at the end of first quarter 2005 totaled $533.9
billion as compared to $486.4 billion at March 31, 2004 as market appreciation
and net inflows of $17.7 million and $5.3 million in the Institutional
Investment Management and Private Client distribution channels were offset by
net outflows of $3.4 million in the Retail distribution channel and $5.7 million
in net cash management distributions. Non-US clients accounted for 26.5% of the
March 31, 2005 total.
The initial closing in Federated's acquisition of Alliance's cash management
services unit occurred on March 7, 2005. As of March 31, 2005, approximately $1
billion of client AUM were transferred to Federated. It is anticipated that the
remaining cash management assets will be transferred during second quarter 2005.
LIQUIDITY AND CAPITAL RESOURCES
AXA Equitable. At March 31, 2005, AXA Equitable had $193.6 million of short-term
debt outstanding; there were no commercial paper or borrowings under the
revolving credit facility outstanding at that date.
Alliance. For the three months ended March 31, 2005 and 2004, respectively, cash
flows included inflows of $16.7 million and $28.4 million representing proceeds
from the exercise of options for Alliance Units offset by outflows related to
purchases of Alliance Units totaling $6.4 million and $38.4 million by
subsidiaries of Alliance to fund deferred compensation plans. Capital
expenditures at Alliance were $23.7 million in first quarter 2005 compared to
$6.9 million in first quarter 2004. Available cash flow for cash distributions
from Alliance totaled $162.0 million and $76.7 million for first quarter 2005
and 2004, respectively. As a result of charges for mutual fund matters and legal
proceedings recorded in the second half of 2003, Alliance made no cash
distributions in first quarter 2004.
At March 31, 2005, Alliance had $8.1 million of short-term debt outstanding;
there were no amounts outstanding under either its commercial paper program or
its revolving credit facility.
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
-22-
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 the
Private Securities Litigation Reform Act of 1995, 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 in the 2004 Form 10-K.
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.
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 market 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.
-23-
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 existing
and 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 such legislation might be.
See "Business - Regulation" contained in the 2004 Form 10-K.
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; 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
features, the impact of related reinsurance and the effectiveness of any program
to hedge certain risks associated with the GMDB and GMIB 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 and the results of 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 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 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 in the 2004
Form 10-K. 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
-24-
over periods not exceeding five and one-half years, the periods of time during
which deferred sales commissions are expected to be recovered. Contingent
deferred sales charges ("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 $233.6 million at March 31, 2005.
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 $6.1 million and $10.2 million, totaled
approximately $15.7 million and $14.9 million during the three months ended
March 31, 2005 and 2004, 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. As
of March 31, 2005, 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.
During the three months ended March 31, 2005, equity markets increased by
approximately 2% as measured by the change in the Standard & Poor's 500 Stock
Index and fixed income markets remained flat as measured by the change in the
Lehman Brothers' Aggregate Bond Index. The redemption rate for domestic back-end
load shares, adjusted for the closing of certain funds in conjunction with
Alliance's fund rationalization program, was approximately 25.6% during the
three months ended March 31, 2005. 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 disclosures and financial statement preparation.
Furthermore, 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 and the Holding
Company's or such subsidiaries' results of operations and financial position
could be affected by defense and settlement costs and any unexpected material
adverse outcomes
-25-
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 could result in adverse
publicity, sanctions and fines. In the past year, AXA Equitable, EQAT,
Multimanager Trust, VIP Trust, AXA Advisors, and AXA Distributors and other AXA
Financial subsidiaries have provided, or are in the process of providing,
information and documents to the SEC, the NASD and state attorneys general and
insurance and securities regulators on a wide variety of issues, including
supervisory issues, market timing, late trading, valuation, suitability,
replacements and exchanges of variable life insurance and annuities, finite risk
reinsurance, 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, the 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 in the 2004 Form 10-K
and 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 in the 2004
Form 10-K 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 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 and Puerto Rico. See "Business - Regulation" contained in the 2004
Form 10-K.
In addition to the foregoing, Federal and state authorities are continuing to
investigate various practices of insurers, principally in the property and
casualty and related businesses (including general insurance lines), as well as
the purchase or sale of nontraditional insurance products including finite risk
reinsurance. While AXA Financial's insurance company subsidiaries do not have
any material non-life insurance operations, other subsidiaries and affiliates of
AXA Financial's parent, AXA, are involved in these areas and have received
various inquiries and requests for information from Federal and state
authorities, to which they are in the process of responding. The concerned
subsidiaries and affiliates of AXA intend to fully cooperate with these Federal
and state authorities. While, at this time, AXA Financial is unable to predict
what actions, if any, regulators may take against any of these affiliated
entities, any negative publicity associated with the AXA brand name generated by
these inquiries (or by any actions or sanctions that may arise in connection
with them) may result in general reputational damage to AXA Equitable, which
could adversely affect AXA Equitable's results of operations.
-26-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted pursuant to General Instruction H to Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of March 31, 2005. 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.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 11 of Notes to Consolidated Financial Statements contained herein.
Except as disclosed in Note 11 of Notes to Consolidated Financial Statements,
there have been no new material legal proceedings and no material developments
in legal proceedings previously reported in the Registrant's Form 10-K for the
year ended December 31, 2004.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Number Description and Method of Filing
------ -------------------------------------------------------
31.1 Section 302 Certification made by the Registrant's
Chief Executive Officer
31.2 Section 302 Certification made by the Registrant's
Chief Financial Officer
32.1 Section 906 Certification made by the Registrant's
Chief Executive Officer
32.2 Section 906 Certification made by the Registrant's
Chief Financial Officer
-27-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, AXA
Equitable Life Insurance Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: May 13, 2005 AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Stanley B. Tulin
------------------------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman of the Board and
Chief Financial Officer
Date: May 13, 2005 /s/ Alvin H. Fenichel
------------------------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
-28-