Part II, Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Insurance News | InsuranceNewsNet

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February 22, 2022 Newswires
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Part II, Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with "Selected Financial Data" and our
annual financial statements included elsewhere herein. In addition to historical
data, this discussion contains forward-looking statements about our business,
operations and financial performance based on current expectations that involve
risks, uncertainties and assumptions. Actual results may differ materially from
those discussed in the forward-looking statements as a result of various
factors. Factors that could or do contribute to these differences include those
factors discussed below and elsewhere in this Form 10-K, particularly under the
captions "Risk Factors" and "Note Regarding Forward-Looking Statements and
Information."

Executive Summary

Overview

We are one of America's leading financial services companies, providing:
(i) advice and solutions for helping Americans set and meet their retirement
goals and protect and transfer their wealth across generations; and (ii) a wide
range of investment management insights, expertise and innovations to drive
better investment decisions and outcomes for clients worldwide.

We manage our business through four segments: Individual Retirement, Group
Retirement, Investment Management and Research, and Protection Solutions. We
report certain activities and items that are not included in these segments in
Corporate and Other. See Note 19 of the Notes to these Consolidated Financial
Statements for further information on our segments.

We benefit from our complementary mix of businesses. This business mix provides
diversity in our earnings sources, which helps offset fluctuations in market
conditions and variability in business results, while offering growth
opportunities.

Reinsurance of Legacy Variable Annuity Block and Sale of Runoff Variable Annuity
Reinsurance Entity


On June 1, 2021, Holdings completed the sale of CS Life to VIAC pursuant to the
Master Transaction Agreement, among the Company, VIAC and, solely with respect
to Article XIV thereof, Venerable.

Pursuant to the Master Transaction Agreement, immediately prior to the closing
of the Venerable Transaction, CS Life effected the recapture of all of the
business that was ceded to the Reinsurance Subsidiary, and sold 100% of the
equity of the Reinsurance Subsidiary to another wholly owned subsidiary of the
Company. Immediately following the closing of the Venerable Transaction, CS Life
and Equitable Financial entered into a the Reinsurance Agreement, pursuant to
which Equitable Financial ceded to CS Life, on a combined coinsurance and
modified coinsurance basis the Block, comprised of non-New York "Accumulator"
policies containing fixed rate Guaranteed Minimum Income Benefit and/or
Guaranteed Minimum Death Benefit guarantees.

In addition, upon the completion of the Venerable Transaction, EIMG acquired an
approximate 9.09% equity interest in Venerable's parent holding company, VA
Capital Company LLC
. In connection with such investment, EIMG designated a
member to the Board of Managers of VA Capital Company LLC.

COVID-19 Impact


We continue to closely monitor developments related to the COVID-19 pandemic.
The COVID-19 pandemic has negatively impacted the U.S. and global economies and
financial markets continue to experience significant volatility as the pandemic
evolves. As a financial services company, factors such as the volatility and
strength of equity markets, interest rates,

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consumer spending, and government debt and spending all affect the business and
economic environment and, ultimately, the amount and profitability of our
business. The ongoing economic impact and the potential for continued volatility
and declines in the capital markets could have a significant adverse effect on
our business, results of operations and financial condition, particularly if
economic activity and financial markets do not recover or recover slowly.

The pandemic and related economic impacts could adversely affect demand for our
products and services and our investment returns. The profitability of many of
our retirement, protection and investment products depends in part on the value
of the AUM supporting them, which could decline substantially depending on any
of the foregoing conditions. In addition, the growing number of COVID-19 related
deaths could have an adverse effect on our insurance business due to increased
mortality and morbidity rates. To date, COVID-19 related impacts, including
adverse mortality experience, have been manageable and below initial
expectations.

Efforts to prevent the spread of COVID-19 have affected our business directly in
a number of ways, including through the temporary closures of many businesses
and schools and the institution of social distancing requirements in many states
and local communities. In response to the pandemic, we have adapted our
processes to meet client needs. For example, we modified our underwriting
policies to offer a fluid-less, touchless process to help more clients access
the protection they need. In addition, we accelerated our digital adoption
programs, leading to improved outcomes for clients, advisors, and the Company.
Given the challenges over the last year our advisors have faced in engaging with
our educator clients, we have developed digital tools and enhanced our remote
engagement, which is resulting in improved retention and increases in retirement
plan contributions.

While the COVID-19 pandemic significantly affected the capital markets and
economy, we believe the actions we have previously taken help assure that our
economic balance sheet is protected from interest rate and equity declines.
These actions include redesigning our product portfolio to concentrate on
offering less capital intensive products and implementing a hedging strategy
that manages and protects against the economic risks associated with our
in-force GMxB products. In addition to our hedging strategy, we employ various
other methods to manage the risks of our in-force variable annuity products,
including reinsurance, asset-liability matching, volatility management tools
within the Separate Accounts and an active in-force management program,
including buyout offers for certain products. Due to the General Account's
exposure to U.S. government bonds and credit quality of the portfolio, we feel
that our balance sheet is well positioned to withstand the extreme volatility in
the capital markets.

While the COVID-19 pandemic has negatively impacted our business and financial
results, the extent and nature of its full financial impact cannot reasonably be
estimated at this time due to developments that are still highly uncertain,
including the severity and duration of the pandemic, actions taken by
governmental authorities and other third parties in response to the pandemic and
the availability and efficacy of vaccines against COVID-19 and its variants. For
additional information regarding the potential impacts of the COVID-19 pandemic,
see "Risk Factors-Risks Relating to Conditions in the Financial Markets and
Economy-The coronavirus (COVID-19) pandemic."

Revenues

Our revenues come from three principal sources:

•fee income derived from our retirement and protection products and our
investment management and research services;

•premiums from our traditional life insurance and annuity products; and

•investment income from our General Account investment portfolio.


Our fee income varies directly in relation to the amount of the underlying AV or
benefit base of our retirement and protection products and the amount of AUM of
our Investment Management and Research business. AV and AUM, each as defined in
"Key Operating Measures," are influenced by changes in economic conditions,
primarily equity market returns, as well as net flows. Our premium income is
driven by the growth in new policies written and the persistency of our in-force
policies, both of which are influenced by a combination of factors, including
our efforts to attract and retain customers and market conditions that influence
demand for our products. Our investment income is driven by the yield on our
General Account investment portfolio and is impacted by the prevailing level of
interest rates as we reinvest cash associated with maturing investments and net
flows to the portfolio.

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Benefits and Other Deductions

Our primary expenses are:

•policyholders' benefits and interest credited to policyholders' account
balances;

•sales commissions and compensation paid to intermediaries and advisors that
distribute our products and services; and

•compensation and benefits provided to our employees and other operating
expenses.


Policyholders' benefits are driven primarily by mortality, customer withdrawals,
and benefits which change in response to changes in capital market conditions.
In addition, some of our policyholders' benefits are directly tied to the AV and
benefit base of our variable annuity products. Interest credited to
policyholders varies in relation to the amount of the underlying AV or benefit
base. Sales commissions and compensation paid to intermediaries and advisors
vary in relation to premium and fee income generated from these sources, whereas
compensation and benefits to our employees are more constant and impacted by
market wages and decline with increases in efficiency. Our ability to manage
these expenses across various economic cycles and products is critical to the
profitability of our company.

Net Income Volatility


We have offered and continue to offer variable annuity products with GMxB
features. The future claims exposure on these features is sensitive to movements
in the equity markets and interest rates. Accordingly, we have implemented
hedging and reinsurance programs designed to mitigate the economic exposure to
us from these features due to equity market and interest rate movements. Changes
in the values of the derivatives associated with these programs due to equity
market and interest rate movements are recognized in the periods in which they
occur while corresponding changes in offsetting liabilities not measured at fair
value are recognized over time. This results in net income volatility as further
described below. See "-Significant Factors Impacting Our Results-Impact of
Hedging and GMxB Reinsurance on Results."

In addition to our dynamic hedging strategy, we have static hedge positions
designed to mitigate the adverse impact of changing market conditions on our
statutory capital. We believe this program will continue to preserve the
economic value of our variable annuity contracts and better protect our target
variable annuity asset level. However, these static hedge positions increase the
size of our derivative positions and may result in higher net income volatility
on a period-over-period basis.

Due to the impacts on our net income of equity market and interest rate
movements and other items that are not part of the underlying profitability
drivers of our business, we evaluate and manage our business performance using
Non-GAAP Operating Earnings, a non-GAAP financial measure that is intended to
remove these impacts from our results. See "-Key Operating Measures-Non-GAAP
Operating Earnings."

Significant Factors Impacting Our Results

The following significant factors have impacted, and may in the future impact,
our financial condition, results of operations or cash flows.

Impact of Hedging and GMxB Reinsurance on Results


We have offered and continue to offer variable annuity products with GMxB
features. The future claims exposure on these features is sensitive to movements
in the equity markets and interest rates. Accordingly, we have implemented
hedging and reinsurance programs designed to mitigate the economic exposure to
us from these features due to equity market and interest rate movements. These
programs include:

•Variable annuity hedging programs. We use a dynamic hedging program (within
this program, generally, we reevaluate our economic exposure at least daily and
rebalance our hedge positions accordingly) to mitigate certain risks associated
with the GMxB features that are embedded in our liabilities for our variable
annuity products. This program utilizes various derivative instruments that are
managed in an effort to reduce the economic impact of unfavorable changes in
GMxB features' exposures attributable to movements in the equity markets and
interest rates. Although this program is designed to provide a measure of
economic protection against the impact of adverse market conditions, it does not
qualify for hedge accounting treatment. Accordingly, changes in value of the
derivatives will be recognized in the period in which they occur with offsetting
changes in reserves partially recognized in the current period, resulting in net
income volatility. In addition to our dynamic hedging program, we have a hedging
program using static hedge positions (derivative positions intended to be HTM
with less frequent re-balancing) to protect our

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statutory capital against stress scenarios. This program in addition to our
dynamic hedge program has increased the size of our derivative positions,
resulting in an increase in net income volatility. The impacts are most
pronounced for variable annuity products in our Individual Retirement segment.


•GMxB reinsurance contracts. Historically, GMIB reinsurance contracts were used
to cede to non-affiliated reinsurers a portion of our exposure to variable
annuity products that offer a GMIB feature. We account for the GMIB reinsurance
contracts as derivatives and report them at fair value. Gross GMIB reserves are
calculated on the basis of assumptions related to projected benefits and related
contract charges over the lives of the contracts. Accordingly, our gross
reserves will not immediately reflect the offsetting impact on future claims
exposure resulting from the same capital market or interest rate fluctuations
that cause gains or losses on the fair value of the GMIB reinsurance contracts.
Because changes in the fair value of the GMIB reinsurance contracts are recorded
in the period in which they occur and a majority of the changes in gross
reserves for GMIB are recognized over time, net income will be more volatile. In
addition, on June 1, 2021, we ceded legacy variable annuity policies sold by
Equitable Financial between 2006-2008 (the "Block"), comprised of non-New York
"Accumulator" policies containing fixed rate GMIB and/or GMDB guarantees. As
this contract provides full risk transfer and thus has the same risk attributes
as the underlying direct contracts, the benefits of this treaty are accounted
for in the same manner as the underlying gross reserves.

Effect of Assumption Updates on Operating Results


During the third quarter of each year, we conduct our annual review of the
assumptions underlying the valuation of DAC, deferred sales inducement assets,
unearned revenue liabilities, liabilities for future policyholder benefits and
embedded derivatives for our Individual Retirement, Group Retirement, and
Protection Solution segments (assumption reviews are not relevant for the
Investment Management and Research segment). Assumptions are based on a
combination of Company experience, industry experience, management actions and
expert judgment and reflect our best estimate as of the date of the applicable
financial statements.

Most of the variable annuity products, variable universal life insurance and
universal life insurance products we offer maintain policyholder deposits that
are reported as liabilities and classified within either Separate Accounts
liabilities or policyholder account balances. Our products and riders also
impact liabilities for future policyholder benefits and unearned revenues and
assets for DAC and DSI. The valuation of these assets and liabilities (other
than deposits) are based on differing accounting methods depending on the
product, each of which requires numerous assumptions and considerable
judgment. The accounting guidance applied in the valuation of these assets and
liabilities includes, but is not limited to, the following: (i) traditional life
insurance products for which assumptions are locked in at inception;
(ii) universal life insurance and variable life insurance secondary guarantees
for which benefit liabilities are determined by estimating the expected value of
death benefits payable when the account balance is projected to be zero and
recognizing those benefits ratably over the accumulation period based on total
expected assessments; (iii) certain product guarantees for which benefit
liabilities are accrued over the life of the contract in proportion to actual
and future expected policy assessments; and (iv) certain product guarantees
reported as embedded derivatives at fair value.

For further details of our accounting policies and related judgments pertaining
to assumption updates, see Note 2 of the Notes to these Consolidated Financial
Statements and "-Summary of Critical Accounting Estimates-Liability for Future
Policy Benefits".

Assumption Updates and Model Changes


We conduct our annual review of our assumptions and models during the third
quarter of each year. We also update our assumptions as needed in the event we
become aware of economic conditions or events that could require a change in our
assumptions that we believe may have a significant impact to the carrying value
of product liabilities and assets and consequently materially impact our
earnings in the period of the change.

Impact of Assumption Updates and Model Changes on Income from Continuing
Operations before income taxes and Net income (loss)

The table below presents the impact of our actuarial assumption update during
2021, 2020 and 2019 to our income (loss) from continuing operations, before
income taxes and net income (loss).

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                                                                      Year Ended December 31,
                                                                          2021             2020              2019
                                                                                       (in millions)

Impact of assumption update on Net income (loss):
Variable annuity product features related assumption
update

                                                                 $   (91)         $ (1,531)         $ (1,467)
Assumption updates for other business                                      (17)           (1,060)               76

Impact of assumption updates on Income (loss) from
continuing operations, before income tax

                                  (108)           (2,591)           (1,391)
Income tax benefit on assumption update                                     23               544               292
Net income (loss) impact of assumption update                          $   (85)         $ (2,047)         $ (1,099)


2021 Assumption Updates

The impact of the assumption update during 2021 was a decrease of $108 million
to income (loss) from continuing operations, before income taxes and a decrease
to net income (loss) of $85 million. As part of this annual update completed as
of September 30, 2021, the reference interest rate utilized in our GAAP fair
value calculations was updated from the LIBOR swap curve to the US Treasury
curve, which represents a reasonable proxy of the cost of funding the derivative
positions backing our GMxB liabilities. Concurrently, our GAAP fair value
liability risk margins were increased. which when considered with the change
from LIBOR, resulted in an immaterial impact to overall valuation as our view
regarding market participant pricing of our guarantees has not changed at the
time of this update.

The net impact of this assumption update on income (loss) from continuing
operations, before income taxes of $108 million consisted of a decrease in
policy charges and fee income of $28 million, a decrease in policyholders'
benefits of $62 million, an increase in net derivative losses of $200 million
and a decrease in the amortization of DAC of $58 million.

2020 Assumption Updates


Our annual review in 2020 resulted in the removal of the credit risk adjustment
from our fair value scenario calibration to reflect our revised view of market
participant practices, offset by updates to our mortality and policyholder
behavior assumptions to reflect emerging experience.

In 2020, in addition to the annual review, we updated our assumptions in the
first quarter due to the extraordinary economic conditions driven by the
COVID-19 pandemic. The first quarter update included an update to the interest
rate assumption to grade from the current interest rate environment at that time
to an ultimate five-year historical average over a 10-year period. As such, the
10-year U.S. Treasury yield grades from the current level to an ultimate 5-year
average of 2.25%.

The low interest rate environment and update to the interest rate assumption
caused a loss recognition event for our life interest-sensitive products, as
well as to certain run-off business included in Corporate and Other. This loss
recognition event caused an acceleration of DAC amortization on our life
interest-sensitive products and an increase in the premium deficiency reserve on
the run-off business in the first quarter of 2020.

The net impact of assumption changes during 2020 was an increase in policy
charges and fee income of $23 million, an increased policyholders' benefits by
$1.6 billion, decreased interest credited to policyholders' account balances by
$1 million, increased net derivative gains (losses) by $112 million and
increased amortization of DAC by $1.1 billion. This resulted in a decrease in
income (loss) from operations, before income taxes of $2.6 billion and decreased
net income (loss) by $2.0 billion. The 2020 impacts related to assumption
updates were primarily driven by the first quarter updates.

2019 Assumption Updates


The impact of assumption updates in 2019 was a decrease of $1.4 billion to
income (loss) from continuing operations, before income taxes and a decrease to
net income (loss) of $1.1 billion. This includes a $1.5 billion unfavorable
impact on the reserves for our variable annuity product features as a result of
unfavorable updates to our: (i) interest rate assumptions; and (ii) policyholder
behavior, primarily lapse and withdrawal assumptions, further magnified by low
interest rates.

The net impact of these assumption updates on income (loss) from continuing
operations, before income taxes of $1.4 billion consisted of an increase in
policy charges and fee income of $3 million, an increase in policyholders'
benefits of $875

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million, a decrease in interest credited to policyholders' account balances of
$13 million, a decrease in net derivative gains (losses) of $578 million and a
decrease in the amortization of DAC of $46 million.

2021 and 2019 Model Changes

There was no material impact to our income (loss) from continuing operations,
before income taxes or net income (loss) from model changes during 2021 and
2019.

2020 Model Changes


In the first quarter of 2020, we adopted a new economic scenario generator to
calculate the fair value of the GMIB reinsurance contract asset and GMxB
derivative features liability, eliminating reliance on AXA for scenario
production. The new economic scenario generator allows for a tighter calibration
of U.S. indices, better reflecting our actual portfolio. The net impact of the
new economic scenario generator resulted in an increase in income (loss) from
continuing operations, before income taxes of $201 million, and an increase to
net income (loss) of $159 million for the year ended December 31,2020. There
were no other model changes that made a material impact to our income (loss)
from continuing operations, before income taxes or net income (loss).

Impact of Assumption Updates and Model Changes on Pre-tax Non-GAAP Operating
Earnings Adjustments


The table below presents the impact on pre-tax Non-GAAP Operating Earnings of
our actuarial assumption updates during 2021, 2020 and 2019 by segment and
Corporate and Other.
                                                                Year Ended December 31,
                                                              2021             2020       2019
                                                                     (in million)

Impact of assumption updates by segment:

 Individual Retirement                                 $     (47)             $ (28)     $ 104
 Group Retirement                                             35                 (3)         3
 Protection Solutions                                         20                  4         (4)
 Impact of assumption updates on Corporate and Other           -            

(12) (27)

 Total impact on pre-tax Non-GAAP Operating Earnings   $       8              $ (39)     $  76


2021 Assumption Updates

The impact of our 2021 annual review on Non-GAAP Operating Earnings was
favorable by $8 million before taking into consideration the tax impacts or $6
million after tax. For Individual Retirement segment, the impacts primarily
reflect updated mortality on our older payout business. For Group Retirement
segment, the impacts reflect updated economic assumptions. The annual update for
Protection Solutions segment reflects favorable economic conditions and
surrenders primarily on the VUL line. This, in turn, creates future profits and
lowers the accrual on our PFBL reserve.

The net impact of assumption changes on Non-GAAP Operating Earnings in the third
quarter of 2021 decreased Policy charges and fee income by $28 million,
increased Policyholders' benefits by $22 million, and decreased Amortization of
DAC by $58 million. Non-GAAP Operating Earnings excludes items related to
Variable annuity product features, such as changes in the fair value of the
embedded derivatives associated with the GMIBNLG liability and the effect of
benefit ratio unlock adjustments.

2020 Assumption Updates


The impact of our 2020 annual review on Non-GAAP Operating Earnings was
unfavorable by $39 million before taking into consideration the tax impacts or
$31 million after tax. For the Individual Retirement segment, the impacts
primarily reflect higher surrenders at the end of the surrender charge period on
Retirement Cornerstone policies. The impact of our 2020 annual review was not
material for our Group Retirement and Protection Solutions segments.

The net impact of assumption changes on Non-GAAP Operating Earnings in the third
quarter of 2020 decreased Policy charges and fee income by $23 million,
increased Policyholders' benefits by $46 million, increased Interest credited to
policyholders' account balances by $5 million and decreased Amortization of DAC
by $35 million. Non-GAAP Operating Earnings excludes items related to Variable
annuity product features and the impact of COVID-19, such as changes in the fair
value of the embedded derivatives associated with the GMIBNLG liability and the
effect of benefit ratio unlock adjustments.

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2019 Assumption Updates

The impact of our 2019 annual review on Non-GAAP Operating Earnings was
favorable by $60 million, or $76 million before taking into consideration the
tax impacts.

•For the Individual Retirement segment, the impacts primarily reflect favorable
updates to amortization of DAC from lower lapse assumptions.

•For the Group Retirement segment, the impacts primarily reflect a favorable
update to maintenance expenses.


•For the Protection Solutions segment, the results primarily reflect unfavorable
updates to mortality and economic assumptions, partially offset by a favorable
update to maintenance expenses.

Non-GAAP Operating Earnings excludes items related to variable annuity product
features, such as changes in the fair value of the embedded derivatives
associated with the GMIBNLG liability and the effect of benefit ratio unlock
adjustments. The net impact of assumption changes on Non-GAAP Operating Earnings
in the third quarter of 2019 increased policy charges and fee income by $3
million, decreased policyholder' benefits by $15 million, decreased interest
credited to policyholders' account balances by $13 million and decreased
amortization of DAC by $46 million.

Impact of the First Quarter 2020 Assumption Update, and COVID-19 Impacts on
Pre-tax Non-GAAP Operating Earnings Adjustments

The unprecedented and rapid spread of COVID-19 and the related restrictions and
social distancing measures implemented throughout the world caused severe,
lasting turmoil in the financial markets during the first six months of 2020.


The Company's accounting policy governing its Non-GAAP Operating Earnings
measure permits adjustments to Non-GAAP Operating Earnings if certain criteria
are met, which include if the proposed adjustment relates to a non-recurring
event or transaction. Management concluded that all impacts on the Company from
the COVID-19 pandemic and its effects on the economy meet the indicators of a
non-recurring event. Therefore, management has determined that the items set
forth in the table below should be included as adjustments to the Non-GAAP
Operating Earnings measure so that investors can more clearly see the
delineation between the operating results of the Company's core operations and
the impact of the items specific to the current COVID-19 pandemic crisis.

The table below presents the COVID-19 pandemic related impacts on income (loss)
from continuing operations, before income taxes by segment and Corporate and
Other, and the COVID-19 pandemic related adjustments included in the
reconciliation of Net Income (loss) attributable to Holdings to Non-GAAP
Operating Earnings:

                                                                       Year Ended December 31, 2020
                                                                             COVID-19 Impacts
                                                                                 Impacts other
                                                                                 than Interest
                                                           Interest Rate              Rate
                                                             Assumption            Assumption
                                                               Update              Update (1)            Total
                                                                               (in millions)
Net income (loss) from continuing operations, before
income taxes by Segment and Corporate and Other:
Individual Retirement                                     $      (1,417)         $       (43)         $ (1,460)
Group Retirement                                                    (51)                   -               (51)
Protection Solutions                                             (1,016)                 (75)           (1,091)
Corporate and Other                                                 (33)                  (3)              (36)

Net income (loss) from continuing operations, before
income taxes

                                              $      (2,517)    

$ (121) $ (2,638)

COVID-19-related adjustments included in Reconciliation
of Net income (loss) attributable to Holdings to Non-GAAP
Operating Earnings:
Variable annuities product features

                       $      (1,468)         $       (35)         $ (1,503)
Other adjustments                                                (1,049)                 (86)           (1,135)
Net income (loss) from continuing operations, before
income taxes                                              $      (2,517)         $      (121)         $ (2,638)


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_______________
(1)Includes adjustments to Non-GAAP Operating Earnings primarily due to
non-variable annuity hedging impacts resulting from unprecedented volatility in
equity markets and accelerated amortization of DAC due to loss recognition in
the first half of 2020 resulting from first quarter 2020 interest rate
assumption update.

Adjustments related to the Individual Retirement and Group Retirement segments
are primarily included in the "Variable annuities product features" in the
reconciliation of Net income (loss) attributable to Holdings to Non-GAAP
Operating Earnings. All other adjustments are included in "Other". This impact
has been more than offset by hedging gains.

Macroeconomic and Industry Trends


Our business and consolidated results of operations are significantly affected
by economic conditions and consumer confidence, conditions in the global capital
markets and the interest rate environment.

Financial and Economic Environment

A wide variety of factors continue to impact global financial and economic
conditions, including, among others, the COVID-19 pandemic, volatility in
financial markets, rising inflation rates, continued low interest rates, changes
in fiscal or monetary policy and supply chain disruptions.


Stressed conditions, volatility and disruptions in the capital markets,
particular markets, or financial asset classes can have an adverse effect on us,
in part because we have a large investment portfolio and our insurance
liabilities and derivatives are sensitive to changing market factors, including
changes in interest rates, which are anticipated to occur in 2022 based on
statements of members of the Board of Governors of the Federal Reserve System.
An increase in market volatility could continue to affect our business,
including through effects on the yields we earn on invested assets, changes in
required reserves and capital and fluctuations in the value of our AUM, AV or
AUA from which we derive our fee income. These effects could be exacerbated by
uncertainty about future fiscal policy, changes in tax policy, the scope of
potential deregulation and levels of global trade.

The potential for increased volatility, coupled with prevailing interest rates
falling and/or remaining below historical averages, could pressure sales and
reduce demand for our products as consumers consider purchasing alternative
products to meet their objectives. In addition, this environment could make it
difficult to consistently develop products that are attractive to customers.
Financial performance can be adversely affected by market volatility and equity
market declines as fees driven by AV and AUM fluctuate, hedging costs increase
and revenues decline due to reduced sales and increased outflows.

We monitor the behavior of our customers and other factors, including mortality
rates, morbidity rates, annuitization rates and lapse and surrender rates, which
change in response to changes in capital market conditions, to ensure that our
products and solutions remain attractive and profitable. For additional
information on our sensitivity to interest rates and capital market prices, see
"Quantitative and Qualitative Disclosures About Market Risk."

Interest Rate Environment

We believe the interest rate environment will continue to impact our business
and financial performance in the future for several reasons, including the
following:


•Certain of our variable annuity and life insurance products pay guaranteed
minimum interest crediting rates. We are required to pay these guaranteed
minimum rates even if earnings on our investment portfolio decline, with the
resulting investment margin compression negatively impacting earnings. In
addition, we expect more policyholders to hold policies with comparatively high
guaranteed rates longer (lower lapse rates) in a low interest rate environment.
Conversely, a rise in average yield on our investment portfolio should
positively impact earnings. Similarly, we expect policyholders would be less
likely to hold policies with existing guaranteed rates (higher lapse rates) as
interest rates rise.

•A prolonged low interest rate environment also may subject us to increased
hedging costs or an increase in the amount of statutory reserves that our
insurance subsidiaries are required to hold for GMxB features, lowering their
statutory surplus, which would adversely affect their ability to pay dividends
to us. In addition, it may also increase the perceived value of GMxB features to
our policyholders, which in turn may lead to a higher rate of annuitization and
higher persistency of those products over time. Finally, low interest rates may
continue to cause an acceleration of DAC amortization or reserve increase due to
loss recognition for interest sensitive products, primarily for our Protection
Solutions segment.

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For a discussion on derivatives we used to hedge interest rates, see Note 4 of
the Notes to these Consolidated Financial Statements in this Form 10-K.

Regulatory Developments


Our life insurance subsidiaries are regulated primarily at the state level, with
some policies and products also subject to federal regulation. In addition,
Holdings and its insurance subsidiaries are subject to regulation under the
insurance holding company laws of various U.S. jurisdictions. Furthermore, on an
ongoing basis, regulators refine capital requirements and introduce new
reserving standards. Regulations recently adopted or currently under review can
potentially impact our statutory reserve, capital requirements and profitability
of the industry and result in increased regulation and oversight for the
industry. For additional information on regulatory developments and the risks we
face, see "Business-Regulation" and "Risk Factors-Legal and Regulatory Risks."

Separation Costs


In connection with our separation from AXA, we have incurred expenses of $722
million of which $82 million, $108 million, and $222 million was incurred in
2021, 2020 and 2019, respectively. These expenses primarily relate to
information technology, compliance, internal audit, finance, risk management,
procurement, client service, human resources, rebranding and other support
services. We have successfully completed our separation from AXA and do not
expect to incur any additional expense related to the separation from AXA.

Productivity Strategies

Retirement and Protection Businesses


As part of our continuing efforts to drive productivity improvements, on January
2021, we began a new program expected to achieve $80 million of targeted
run-rate expense savings by 2023, of which $31 million was achieved in 2021. We
expect to achieve these saving by shifting our workforce into an agile working
model, leveraging technology-enabled capabilities, optimizing our real estate
footprint, and continuing to realize a portion of COVID-19 related savings.

Investment Management and Research Business


As previously announced, AB has established its corporate headquarters in
Nashville, Tennessee and relocated approximately 1,250 jobs from the New York
metro area. Beginning in 2025, AB estimates ongoing annual expense savings of
approximately $75 million to $80 million, which will result from a combination
of occupancy and compensation-related savings.

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Key Operating Measures


In addition to our results presented in accordance with U.S. GAAP, we report
Non-GAAP Operating Earnings, Non-GAAP Operating ROE, Non-GAAP Operating ROC by
segment for our Individual Retirement, Group Retirement and Protection Solutions
segments, and Non-GAAP operating common EPS, each of which is a measure that is
not determined in accordance with U.S. GAAP. Management principally uses these
non-GAAP financial measures in evaluating performance because they present a
clearer picture of our operating performance and they allow management to
allocate resources. Similarly, management believes that the use of these
Non-GAAP financial measures, together with relevant U.S. GAAP measures, provide
investors with a better understanding of our results of operations and the
underlying profitability drivers and trends of our business. These non-GAAP
financial measures are intended to remove from our results of operations the
impact of market changes (where there is mismatch in the valuation of assets and
liabilities) as well as certain other expenses which are not part of our
underlying profitability drivers or likely to re-occur in the foreseeable
future, as such items fluctuate from period-to-period in a manner inconsistent
with these drivers. These measures should be considered supplementary to our
results that are presented in accordance with U.S. GAAP and should not be viewed
as a substitute for the U.S. GAAP measures. Other companies may use similarly
titled non-GAAP financial measures that are calculated differently from the way
we calculate such measures. Consequently, our non-GAAP financial measures may
not be comparable to similar measures used by other companies.

We also discuss certain operating measures, including AUM, AUA, AV, Protection
Solutions Reserves and certain other operating measures, which management
believes provide useful information about our businesses and the operational
factors underlying our financial performance.

Non-GAAP Operating Earnings


Non-GAAP Operating Earnings is an after-tax non-GAAP financial measure used to
evaluate our financial performance on a consolidated basis that is determined by
making certain adjustments to our consolidated after-tax net income attributable
to Holdings. The most significant of such adjustments relates to our derivative
positions, which protect economic value and statutory capital, and are more
sensitive to changes in market conditions than the variable annuity product
liabilities as valued under U.S. GAAP. This is a large source of volatility in
net income.

Non-GAAP Operating Earnings equals our consolidated after-tax net income
attributable to Holdings adjusted to eliminate the impact of the following
items:


•Items related to variable annuity product features, which include: (i) certain
changes in the fair value of the derivatives and other securities we use to
hedge these features; (ii) the effect of benefit ratio unlock adjustments,
including extraordinary economic conditions or events such as COVID-19; and
(iii) changes in the fair value of the embedded derivatives reflected within
variable annuity products' net derivative results and the impact of these items
on DAC amortization on our SCS product;

•Investment (gains) losses, which includes credit loss impairments of
securities/investments, sales or disposals of securities/investments, realized
capital gains/losses and valuation allowances;


•Net actuarial (gains) losses, which includes actuarial gains and losses as a
result of differences between actual and expected experience on pension plan
assets or projected benefit obligation during a given period related to pension,
other postretirement benefit obligations, and the one-time impact of the
settlement of the defined benefit obligation;

•Other adjustments, which primarily include restructuring costs related to
severance and separation, COVID-19 related impacts, net derivative gains
(losses) on certain Non-GMxB derivatives, net investment income from certain
items including consolidated VIE investments, seed capital mark-to-market
adjustments, unrealized gain/losses associated with equity securities and
certain legal accruals; and

•Income tax expense (benefit) related to the above items and non-recurring tax
items, which includes the effect of uncertain tax positions for a given audit
period.

Because Non-GAAP Operating Earnings excludes the foregoing items that can be
distortive or unpredictable, management believes that this measure enhances the
understanding of the Company's underlying drivers of profitability and trends in
our business, thereby allowing management to make decisions that will positively
impact our business.

We use the prevailing corporate federal income tax rate of 21% while taking into
account any non-recurring differences for events recognized differently in our
financial statements and federal income tax returns as well as partnership
income taxed at lower rates when reconciling Net income (loss) attributable to
Holdings to Non-GAAP Operating Earnings.

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The table below presents a reconciliation of net income (loss) attributable to
Holdings to Non-GAAP Operating Earnings for the years ended December 31, 2021,
2020 and 2019:

                                                                   Year Ended December 31,
                                                         2021                2020                2019
                                                                        (in millions)

Net income (loss) attributable to Holdings $ (439) $

    (648)         $   (1,764)
Adjustments related to:
Variable annuity product features (1)                     4,145               3,912               4,863
Investment (gains) losses                                  (867)               (744)                (73)

Net actuarial (gains) losses related to pension and
other postretirement benefit obligations

                    120                 109                  99
Other adjustments (2) (3) (4) (5)                           717                 952                 395
Income tax expense (benefit) related to above
adjustments (6)                                            (864)               (888)             (1,097)
Non-recurring tax items (7)                                  13                (391)                (66)
Non-GAAP Operating Earnings                         $     2,825          $  

2,302 $ 2,357

___________

(1)Includes COVID-19 impact on Variable annuity product features due to a first
quarter 2020 assumption update of $1.5 billion and other COVID-19 related
impacts of $35 million for the year ended December 31, 2020.
(2)Includes COVID-19 impact on Other adjustments due to a first quarter 2020
assumption update of $1.0 billion and other COVID-19 related impacts of $86
million for the year ended December 31, 2020.
(3)Other adjustments includes separation costs of $82 million,$108 million, and
$222 million for the years ended December 31, 2021, 2020 and 2019, respectively.
(4)Includes Non-GMxB related derivative hedge losses of $65 million, ($404)
million and $36 million for the years ended December 31, 2021, 2020 and 2019,
respectively.
(5)Includes certain legal accruals related to the cost of insurance litigation
of $207 million for the year ended December 31, 2021.
(6)Includes income taxes of ($554) million for the above related COVID-19 items
for the year ended December 31, 2020.
(7)Includes a reduction in the reserve for uncertain tax positions resulting
from the completion of an IRS examination in the year ended December 31, 2020.

Non-GAAP Operating ROE and Non-GAAP Operating ROC by Segment


We report Non-GAAP Operating ROE and Non-GAAP Operating ROC by segment for our
Individual Retirement, Group Retirement and Protection Solutions segments, each
of which is a Non-GAAP financial measure used to evaluate our profitability on a
consolidated basis and by segment, respectively.

We calculate Non-GAAP Operating ROE by dividing Non-GAAP operating earnings for
the previous twelve calendar months by consolidated average equity attributable
to Holdings' common shareholders, excluding AOCI. We calculate Non-GAAP
Operating ROC by segment by dividing Operating earnings (loss) on a segment
basis for the previous twelve calendar months by average capital on a segment
basis, excluding AOCI, as described below. AOCI fluctuates period-to-period in a
manner inconsistent with our underlying profitability drivers as the majority of
such fluctuation is related to the market volatility of the unrealized gains and
losses associated with our AFS securities.

Therefore, we believe excluding AOCI is more effective for analyzing the trends
of our operations. We do not calculate Non-GAAP Operating ROC by segment for our
Investment Management and Research segment because we do not manage that segment
from a return of capital perspective. Instead, we use metrics more directly
applicable to an asset management business, such as AUM, to evaluate and manage
that segment.

For Non-GAAP Operating ROC by segment, capital components pertaining directly to
specific segments such as DAC along with targeted capital are directly
attributed to these segments. Targeted capital for each segment is established
using assumptions supporting statutory capital adequacy levels, reflecting the
NAIC RBC framework adopted as of year-end 2019. To enhance the ability to
analyze these measures across periods, interim periods are annualized. Non-GAAP
Operating ROE and Non-GAAP Operating ROC by segment should not be used as
substitutes for ROE.

The following table presents return on average equity attributable to Holdings'
common shareholders, excluding AOCI and Non-GAAP Operating ROE for the year
ended December 31, 2021.

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                                                                           Year Ended December 31,
                                                                                    2021
                                                                                (in millions)
Net income (loss) available to Holdings' common shareholders               $            (518)

Average equity attributable to Holdings' common shareholders, excluding
AOCI

                                                                       $           8,193

Return on average equity attributable to Holdings' common shareholders,
excluding AOCI

                                                                          (6.3)    %

Non-GAAP Operating Earnings available to Holdings' common shareholders $

           2,746
Average equity attributable to Holdings' common shareholders, excluding
AOCI                                                                       $           8,193
Non-GAAP Operating ROE                                                                  33.5     %


The following table presents Non-GAAP Operating ROC by segment for our
Individual Retirement, Group Retirement and Protection Solutions segments for
the years ended December 31, 2021, 2020 and 2019.

                                                      Individual                                      Protection
                                                      Retirement           Group Retirement           Solutions
                                                                            (in millions)
Year Ended December 31, 2021
Operating earnings                                 $     1,444            $          631           $       317
Average capital (1)                                $     6,350            $        1,154           $     2,154
Non-GAAP Operating ROC                                    22.8    %                 54.6   %              14.7    %

Year Ended December 31, 2020
Operating earnings                                 $     1,536            $          491           $       146
Average capital (1)                                $     6,352            $        1,073           $     2,170
Non-GAAP Operating ROC                                    24.2    %                 45.8   %               6.7    %

Year Ended December 31, 2019
Operating earnings                                 $     1,598            $          390           $       336
Average capital (1)                                $     7,357            $        1,333           $     2,998
Non-GAAP Operating ROC                                    21.7    %                 29.3   %              11.2    %


_____________

(1)For average capital amounts by segment, capital components pertaining
directly to specific segments such as DAC along with targeted capital are
directly attributed to these segments. Targeted capital for each segment is
established using assumptions supporting statutory capital adequacy levels
(including CTE98).

Non-GAAP Operating Common EPS


Non-GAAP operating common EPS is calculated by dividing Non-GAAP Operating
Earnings by diluted common shares outstanding. The following table sets forth
Non-GAAP operating common EPS for the years ended December 31, 2021, 2020 and
2019.

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                                                                     Year Ended December 31,
                                                           2021                  2020                2019
                                                                       (per share amounts)
Net income (loss) attributable to Holdings (1)            (1.05)                  (1.44)              (3.57)
Less: Preferred stock dividends                            0.19                    0.12                   -
Net income (loss) available to Holdings' common
shareholders                                              (1.24)                  (1.56)              (3.57)
Adjustments related to:
Variable annuity product features (2)                      9.93                    8.68                9.85
Investment (gains) losses                                 (2.08)                  (1.65)              (0.15)

Net actuarial (gains) losses related to pension and
other postretirement benefit obligations

                   0.29                    0.24                0.20
Other adjustments (3) (4) (5) (6)                          1.72                    2.12                0.80
Income tax expense (benefit) related to above
adjustments (7)                                           (2.07)                  (1.97)              (2.22)
Non-recurring tax items (8)                                0.03                   (0.87)              (0.13)
Non-GAAP operating earnings                         $      6.58             

$ 4.99 $ 4.78

______________

(1)For periods presented with a net loss, basic shares was used for the years
ended December 31, 2021, 2020 and 2019.
(2)Includes COVID-19 impact on Variable annuity product features due to a first
quarter 2020 assumption update of $3.26 and other COVID-19 related impacts of
$0.08 for the year ended December 31, 2020.
(3)Includes COVID-19 impact on Other adjustments due to a first quarter 2020
assumption update of $2.33 for the year ended December 31, 2020 and other
COVID-19 related impacts of $0.19 for the year ended December 31, 2020.
(4)Includes separation costs of $0.20, $0.24 and $0.45 for the years ended
December 31, 2021, 2020 and 2019, respectively.
(5)Includes Non-GMxB related derivative hedge losses of $0.14,($0.90), and $0.08
for the years ended December 31, 2021, 2020 and 2019, respectively.
(6)Includes certain legal accruals related to the cost of insurance litigation
of $0.50 for the year ended December 31, 2021. No adjustments were made to prior
period non-GAAP operating EPS as the impact was immaterial.
(7)Includes income taxes of $(1.23) for the above related COVID-19 items for the
year ended December 31, 2020.
(8)Includes a reduction in the reserve for uncertain tax positions resulting
from the completion of an IRS examination in the year ended December 31, 2020.

Assets Under Management

AUM means investment assets that are managed by one of our subsidiaries and
includes: (i) assets managed by AB; (ii) the assets in our General Account
investment portfolio; and (iii) the Separate Accounts assets of our Individual
Retirement, Group Retirement and Protection Solutions businesses. Total AUM
reflects exclusions between segments to avoid double counting.

Assets Under Administration


AUA includes non-insurance client assets that are invested in our savings and
investment products or serviced by our Equitable Advisors platform. We provide
administrative services for these assets and generally record the revenues
received as distribution fees.

Account Value

AV generally equals the aggregate policy account value of our retirement
products. General Account AV refers to account balances in investment options
that are backed by the General Account while Separate Accounts AV refers to
Separate Accounts investment assets

Protection Solutions Reserves

Protection Solutions reserves equals the aggregate value of policyholders'
account balances and future policy benefits for policies in our Protection
Solutions segment.

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Consolidated Results of Operations


Our consolidated results of operations are significantly affected by conditions
in the capital markets and the economy because we offer market sensitive
products. These products have been a significant driver of our results of
operations. Because the future claims exposure on these products is sensitive to
movements in the equity markets and interest rates, we have in place various
hedging and reinsurance programs that are designed to mitigate the economic risk
of movements in the equity markets and interest rates. The volatility in net
income attributable to Holdings for the periods presented below results from the
mismatch between: (i) the change in carrying value of the reserves for GMDB and
certain GMIB features that do not fully and immediately reflect the impact of
equity and interest market fluctuations; (ii) the change in fair value of
products with the GMIB feature that have a no-lapse guarantee; and (iii) our
hedging and reinsurance programs.

Ownership and Consolidation of AllianceBernstein

Our indirect, wholly-owned subsidiary, AllianceBernstein Corporation, is the
General Partner of AB. Accordingly, AB's results are fully reflected in our
consolidated financial statements.

Our economic interest in AB was approximately 65% during the years ended
December 31, 2021, 2020 and 2019.

Consolidated Results of Operations

The following table summarizes our consolidated statements of income (loss) for
the years ended December 31, 2021, 2020 and 2019:

                    Consolidated Statement of Income (Loss)
                                                                             Year Ended December 31,
                                                                                 2021                2020              2019
                                                                                   (in millions, except per share data)
REVENUES
Policy charges and fee income                                              $       3,637          $ 3,735          $   3,778
Premiums                                                                             960              997              1,147
Net derivative gains (losses)                                                     (4,465)          (1,722)            (4,012)
Net investment income (loss)                                                       3,846            3,477              3,699
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans                          2              (58)                 -
Other investment gains (losses), net                                                 866              802                 73
Total investment gains (losses), net                                                 868              744                 73
Investment management and service fees                                             5,395            4,608              4,380
Other income                                                                         795              576                554
Total revenues                                                                    11,036           12,415              9,619


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                                                                          Year Ended December 31,
                                                                              2021                2020              2019
                                                                                (in millions, except per share data)
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                                         3,218            5,326              4,385
Interest credited to policyholders' account balances                            1,219            1,222              1,263
Compensation and benefits                                                       2,360            2,096              2,081
Commissions and distribution-related payments                                   1,662            1,351              1,242
Interest expense                                                                  244              200                221
Amortization of deferred policy acquisition costs                                 393            1,613                597
Other operating costs and expenses                                              2,109            1,700              1,890
Total benefits and other deductions                                            11,205           13,508             11,679

Income (loss) from continuing operations, before income
taxes

                                                                            (169)          (1,093)            (2,060)
Income tax (expense) benefit                                                      145              744                593
Net income (loss)                                                                 (24)            (349)            (1,467)

Less: Net income (loss) attributable to the noncontrolling
interest

                                                                          415              299                297
Net income (loss) attributable to Holdings                                       (439)            (648)         $  (1,764)
Less: Preferred stock dividends                                                    79               53                  -
Net income (loss) available to Holdings' common shareholders             $  

(518) $ (701) $ (1,764)


EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings' common
shareholders per common share:
Basic                                                                    $      (1.24)         $ (1.56)         $   (3.57)
Diluted                                                                  $      (1.24)         $ (1.56)         $   (3.57)
Weighted average common shares outstanding (in millions):
Basic                                                                           417.4            450.4              493.6
Diluted                                                                         417.4            450.4              493.6


                                        Year Ended December 31,
                                                  2021         2020         2019
                                                           (in millions)
Non-GAAP Operating Earnings                     $ 2,825      $ 2,302      $ 2,357


The following table summarizes our Non-GAAP Operating Earnings per common share
for the years ended December 31, 2021, 2020 and 2019:

                                                          Year Ended December 31,
                                                                      2021        2020        2019

Non-GAAP operating earnings per common share:
Basic                                                               $ 6.58      $ 4.99      $ 4.78
Diluted                                                             $ 6.58      $ 4.99      $ 4.78


Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Net Income Attributable to Holdings


Net loss attributable to Holdings decreased by $209 million to a net loss of
$439 million for the year ended December 31, 2021 from a net loss of $648
million for the year ended December 31, 2020. The following notable items were
the primary drivers for the change in net income (loss):

Favorable items included:

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•Policyholders' benefits decreased by $2.1 billion mainly due to the
non-recurrence of the interest rate assumption update in the first quarter of
2020 and equity markets appreciation in the year ended December 31, 2021. This
was partially offset by an increase in death claims.

•Amortization of DAC decreased by $1.2 billion mainly due to the interest rate
assumption update in the first quarter of 2020 as a result of the extraordinary
economic conditions driven by COVID-19. As a result of the lower interest rate
assumption, Protection Solutions segment entered into loss recognition resulting
in an acceleration of DAC amortization in 2020.

•Fee revenue increased by $871 million mainly driven by higher base fees,
performance fees and distribution revenues in our Investment Management &
Research segment as a result of higher average AUM revenues and higher fees in
our Group Retirement segment as a result of higher average Separate Accounts AV
and higher broker-dealer related revenues.

•Investment gains increased by $124 million mainly due to rebalancing of the
Venerable assets and the rebalancing program to extend duration.

•Net investment income increased by $369 million mainly due to higher income
from our alternative investment portfolio and higher prepayments, partially
offset by lower assets related to the Venerable Transaction.

These were partially offset by the following unfavorable items:


•Net derivative gains decreased by $2.7 billion driven by an increase in
interest rates during 2021 compared to a decrease in interest rates during 2020
and greater equity market appreciation in 2021, partially offset by widening
non-performance risk spreads during 2021 compared to contracting spreads in
2020.

•Compensation, benefits and other operating expenses increased by $673 million
mainly due to higher litigation reserve accruals, including the COI litigation.
In addition, we experienced higher employee compensation expenses in our
Investment Management and Research segment due to higher revenues.

•Commissions and distribution-related payments increased by $311 million mainly
due to higher distribution-related payments in our Investment Management and
Research and Individual Retirement segments based on higher average AUM and
Separate Account AV balances, as well as the growth in broker dealer sales.

•Net income attributable to noncontrolling interest increased by $116 million
mainly due to higher AB pre-tax income and higher consolidated VIE income.

•Income tax benefit decreased by $599 million primarily due to the 2020 audit
close and a decrease in pre-tax loss in the year ended December 31, 2021
compared to the year ended December 31, 2020.

See "-Significant Factors Impacting Our Results-Assumption Updates and Model
Changes" for more information regarding assumption updates.

Non-GAAP Operating Earnings


Non-GAAP Operating Earnings increased by $523 million to $2.8 billion for the
year ended December 31, 2021 from $2.3 billion in the year ended December 31,
2020. The following notable items were the primary drivers for the change in
Non-GAAP Operating Earnings.

Favorable items included:


•Fee-type revenue increased by $914 million mainly due to higher base fees,
performance-based fees and distribution revenues in our Investment Management &
Research segment as a result of higher average AUM revenues, and higher fees in
our Group Retirement segment as a result of higher average Separate Accounts AV
and higher broker-dealer related revenues.

•Net investment income increased by $566 million mainly due to higher income
from our alternative investment portfolio and higher prepayments, partially
offset by lower assets related to the Venerable Transaction.

•Policyholders' benefits decreased by $545 million mainly due to equity market
appreciation (offset in Net Derivative gains), partially offset by higher
ongoing reserves resulting from assumption updates in 2020 and higher death
claims in 2021.

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•Amortization of DAC decreased by $9 million mainly due to favorable assumption
updates in 2021 compared to 2020, partially offset by higher amortization due to
growth of SCS.

These were partially offset by the following unfavorable items:


•Net derivative gains decreased by $485 million mainly due to equity market
appreciation in 2021, which was offset in Policyholder's benefits, and inflation
related hedging losses on TIPS in the General Account.

•Compensation, benefits and other operating costs and expenses increased by $424
million mainly due to higher employee compensation in our Investment Management
and Research segment due to higher revenues and increased expenses in Corporate
and Other related to unfavorable COLI death claims and general incremental
compensation increases.

•Commissions and distribution-related payments increased by $311 million mainly
due to higher distribution-related payments in our Investment Management and
Research and Individual Retirement segments based on higher average AUM and
Separate Account AV balances, as well as the growth in broker dealer sales.

•Earnings attributable to the noncontrolling interest increased by $114 million
mainly due to higher AB Operating earnings in our Investment Management and
Research segment.

•Income tax expense increased by $164 million primarily due to higher pre-tax
earnings.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Net Income Attributable to Holdings


For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our Annual Report on
Form 10-K for the year ended December 31, 2020 ("2020 Form 10-K").

Non-GAAP Operating Earnings

For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our 2020 Form 10-K.

Results of Operations by Segment


We manage our business through the following four segments: Individual
Retirement, Group Retirement, Investment Management and Research, and Protection
Solutions. We report certain activities and items that are not included in our
four segments in Corporate and Other. The following section presents our
discussion of operating earnings (loss) by segment and AUM, AV and Protection
Solutions Reserves by segment, as applicable. Consistent with U.S. GAAP guidance
for segment reporting, operating earnings (loss) is our U.S. GAAP measure of
segment performance. See Note 19 of the Notes to these Consolidated Financial
Statements for further information on our segments.

The following table summarizes operating earnings (loss) on our segments and
Corporate and Other for the years ended December 31, 2021, 2020 and 2019:

                                                       Year Ended December 31,
                                                                 2021         2020         2019
                                                                          (in millions)
Operating earnings (loss) by segment:
Individual Retirement                                          $ 1,444      $ 1,536      $ 1,598
Group Retirement                                                   631          491          390
Investment Management and Research                                 564          432          381
Protection Solutions                                               317          146          336
Corporate and Other                                               (131)        (303)        (348)
Non-GAAP Operating Earnings                                    $ 2,825      $ 2,302      $ 2,357


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Effective Tax Rates by Segment

For 2021, 2020 and 2019 Income tax expense was allocated to the Company's
business segments using a 17%, 16% and 17% effective tax rate ("ETR"),
respectively, for our retirement and protection businesses (Individual
Retirement, Group Retirement, and Protection Solutions) and a 27%, 27% and 28%
ETR for Investment Management and Research.

Individual Retirement

The Individual Retirement segment includes our variable annuity products which
primarily meet the needs of individuals saving for retirement or seeking
retirement income.

The following table summarizes operating earnings of our Individual Retirement
segment for the periods presented:

                               Year Ended December 31,
                                         2021         2020         2019
                                                  (in millions)
Operating earnings                     $ 1,444      $ 1,536      $ 1,598



Key components of operating earnings are:

                                                                             Year Ended December 31,
                                                                                 2021             2020             2019
                                                                                             (in millions)

REVENUES

Policy charges, fee income and premiums                                       $ 1,867          $ 2,034          $ 2,085
Net investment income                                                           1,287            1,246            1,148
Net derivative gains (losses)                                                    (128)             331              362
Investment management, service fees and other income                              759              700              730
Segment revenues                                                            

$ 3,785 $ 4,311 $ 4,325


BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                                       $   720          $ 1,207          $ 1,184
Interest credited to policyholders' account balances                              276              312              310
Commissions and distribution-related payments                                     328              281              281
Amortization of deferred policy acquisition costs                                 303              299              181
Compensation, benefits and other operating costs and expenses                     411              382              435
Interest expense                                                                    -                -                -
Segment benefits and other deductions                                       

$ 2,038 $ 2,481 $ 2,391




The following table summarizes AV for our Individual Retirement segment as of
the dates indicated:

                                                 December 31,
                                             2021           2020
                                                (in millions)
                      AV (1)
                      General Account     $  37,698      $  30,783
                      Separate Accounts      74,206         86,607
                         Total AV         $ 111,904      $ 117,390

(1) AV presented are net of reinsurance

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The following table summarizes a roll-forward of AV for our Individual
Retirement segment for the periods presented:

                                                                         Year Ended December 31,
                                                                               2021               2020                2019
                                                                                              (in millions)
Balance as of beginning of period                                          $ 117,390          $ 108,922           $  94,589
Gross premiums                                                                11,249              7,493               8,572
Surrenders, withdrawals and benefits                                         (12,143)            (8,622)             (9,071)
  Net flows (1)                                                                 (894)            (1,129)               (499)

Investment performance, interest credited and policy
charges (3)

                                                                   12,316              9,606              15,290
Ceded to Venerable (2)                                                       (16,927)                 -                   -
Reclassified to Liabilities held for sale                                          -                 (3)                  -
Other (3) (4) (5) (6)                                                             19                 (6)               (458)
Balance as of end of period                                                $ 111,904          $ 117,390    $ -    $ 108,922


______________

(1) For the year ended December 31, 2021, net flows of $(830) million and
investment performance, interest credited and policy charges of $589 million,
respectively, are excluded as these amounts are related to ceded AV to
Venerable.
(2) Effective June 1, 2021, AV excludes activity related to ceded AV to
Venerable. In addition, the roll-forward reflects the AV ceded to Venerable as
of the transaction date. For additional information on the Venerable Transaction
see Note 1 of the Notes to these Consolidated Financial Statements.
(3) For the year ended December 31, 2021, amounts reflect $(38) million transfer
of policyholders account balances to future policyholder benefits and other
policyholders liabilities related to structured settlement contracts.
(4) For the year ended December 31, 2021 amounts reflect $57 million of AV
transfer of a closed block of GMxB business from GR to IR.
(5) For the year ended December 31, 2020, amounts are primarily related to our
fixed income annuity ("FIA") contracts which were previously reported as
Policyholders' account balances in the consolidated balance sheets and therefore
included in our definition of "Account Value". Effective January 1, 2020, FIAs
are reported as future policy benefits and other policyholders' liabilities in
the consolidated balance sheets and accordingly were excluded from Account
Value.
(6) Transfer to Corporate and Other represents the placement of an Individual
Retirement product in run-off effective for the second quarter of 2019.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 for
the Individual Retirement Segment

Operating earnings


Operating earnings decreased $92 million to $1.4 billion during the year ended
December 31, 2021 from $1.5 billion in the year ended December 31, 2020. The
following notable items were the primary drivers of the change in operating
earnings:


Unfavorable items included:


•Net GMxB results decreased by $86 million primarily due to ongoing higher
reserve accruals resulting from assumption updates in 2020 and higher claims,
partially offset by higher fees and the impact of the Venerable Transaction.

•Commissions and distribution-related payments increased by $47 million mainly
due to higher average asset balances, gross of Venerable, offset by an increase
in commission reimbursements in Fee-type revenue.

•Compensation, benefits and other operating costs and expenses increased by $29
million
primarily due to higher incremental compensation expense and higher
investment management sub-advisory fees, partially off set by higher SA fees.

These were partially offset by the following favorable items:


•Net investment income increased by $41 million mainly due to higher income from
our alternative investment portfolio, higher average asset balances, prepayments
and General Account portfolio optimization.

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•Interest credited to policyholders' account balances decreased by $36 million
mainly due to the impact of equity market appreciation on our SCS product
features.


•Fee-type revenue increased by $19 million mainly due to higher average Separate
Accounts AV as a result of equity market appreciation in 2021 from market lows
in 2020, and inflows from our current product offering. The increase in Fee-type
revenue was partially offset by the impacts of fee-income ceded to Venerable,
partially offset by commission reimbursements in Commissions and
distributions-related payments.

Net Flows and AV


•The decline in AV of $5.5 billion in the year ended December 31, 2021 was
driven by $16.9 billion of AV ceded to Venerable and net outflows of $894
million partially offset by an increase in investments performance and interest
credited to account balances, net of policy charges of $12.3 billion as a result
of equity market appreciation in 2021.

•Net outflows of $894 million were $235 million higher than in the year ended
December 31, 2020, mainly driven by $3.5 billion of outflows on our older
fixed-rate GMxB block, partially offset by $2.6 billion of inflows on our newer,
less capital-intensive products.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019 for
the Individual Retirement Segment

Operating earnings

For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our 2020 Form 10-K.

Net Flows and AV

For discussion on net flows and AV comparative results for the year ended
December 31, 2020 to the year ended December 31, 2019 refer to the MD&A section
in our 2020 Form 10-K.


Group Retirement

The Group Retirement segment offers tax-deferred investment and retirement
services or products to plans sponsored by educational entities, municipalities
and not-for-profit entities, as well as small and medium-sized businesses.

The following table summarizes operating earnings of our Group Retirement
segment for the periods presented:

                               Year Ended December 31,
                                            2021       2020       2019
                                                   (in millions)
Operating earnings                         $ 631      $ 491      $ 390

Key components of operating earnings are:

                                                                 Year Ended December 31,
                                                                     2021             2020              2019
                                                                                  (in millions)
REVENUES
Policy charges, fee income and premiums                           $   371          $   295          $     279
Net investment income                                                 752              641                590
Net derivative gains (losses)                                         (19)               1                  4
Investment management, service fees and other income                  268              211                204
Segment revenues                                                  $ 1,372          $ 1,148          $   1,077


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                                                                     Year Ended December 31,
                                                                         2021             2020              2019
                                                                                      (in millions)
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                               $     -          $     2          $       2
Interest credited to policyholders' account balances                      303              303                302
Commissions and distribution-related payments                              56               45                 42
Amortization of deferred policy acquisition costs                           -               21                 35

Compensation, benefits and other operating costs and
expenses

                                                                  248              192                224
Interest expense                                                            -                -                  -
Segment benefits and other deductions                                 $   

607 $ 563 $ 605



The following table summarizes AV for our Group Retirement segment as of the
dates indicated:

                          December 31,
                       2021          2020
                         (in millions)
AV
General Account     $ 13,046      $ 12,826
Separate Accounts     34,307        29,633
Total AV            $ 47,353      $ 42,459

The following table summarizes a roll-forward of AV for our Group Retirement
segment for the periods indicated:

                                                                  Year Ended December 31,
                                                                     2021              2020               2019
                                                                                   (in millions)
Balance as of beginning of period                                 $ 42,459          $ 37,880          $  32,401
Gross premiums                                                       3,623             3,343              3,533
Surrenders, withdrawals and benefits                                (3,929)           (3,047)            (3,266)
Net flows                                                             (306)              296                267
Investment performance, interest credited and policy
charges                                                              5,257             4,283              5,212
Other (1)                                                              (57)                -                  -
Balance as of end of period                                       $ 47,353          $ 42,459          $  37,880


____________

(1)For the year ended December 31, 2021, amounts reflect AV transfer of GMxB
closed block business from GR to IR.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 for
the Group Retirement Segment


Operating earnings

Operating earnings increased by $140 million to $631 million during the year
ended December 31, 2021 from $491 million during the year ended December 31,
2020. The following notable items were the primary drivers of the change in
operating earnings:

Favorable items included:

•Fee-type revenue increased by $133 million due to higher average Separate
Accounts AV, driven by equity market appreciation.


•Net investment income increased by $111 million due to higher income from our
alternative investment portfolio, higher average assets balances, prepayments
and General Account portfolio optimization.

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•Amortization of DAC decreased by $21 million mainly due to the favorable impact
of assumption updates in 2021, partially offset by higher amortization from
higher revenue.

These were partially offset by the following unfavorable items:

•Compensation, benefits and other operating costs and expenses increased by $56
million
mainly due to a litigation expense related to the 403(b) business.

•Net derivative gains decreased by $20 million due to inflation related hedging
loss offset on TIPS in the General Account.

•Commissions and distribution-related payments increased by $11 million mainly
due to a higher asset base.

•Income tax expense increased by $40 million primarily due to higher pre-tax
earnings.


Net Flows and AV

•The increase in AV of $4.9 billion in the year ended December 31, 2021 was
primarily due to strong equity markets partially offset by net outflows of $306
million.

•Net inflows decreased $602 million to outflows of $306 million due to higher
surrender from higher AV, partially offset by higher sales and renewals.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019 for
the Group Retirement Segment


Operating earnings

For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our 2020 Form 10-K.

Net Flows and AV

For discussion on net flows and AV comparative results for the year ended
December 31, 2020 to the year ended December 31, 2019 refer to the MD&A section
in our 2020 Form 10-K.

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Investment Management and Research


The Investment Management and Research segment provides diversified investment
management, research and related services to a broad range of clients around the
world. Operating earnings (loss), net of tax, presented here represents our
economic interest in AB of approximately 65% during the years ended December 31,
2021, 2020 and 2019.

                               Year Ended December 31,
                                            2021       2020       2019
                                                   (in millions)
Operating earnings                         $ 564      $ 432      $ 381


Key components of operating earnings are:

                                                                   Year Ended December 31,
                                                                       2021             2020              2019
                                                                                    (in millions)
REVENUES

Net investment income                                               $    13          $    31          $      57
Net derivative gains (losses)                                           (13)             (36)               (38)
Investment management, service fees and other income                  4,430            3,708              3,460
Segment revenues                                                    $ 4,430 

$ 3,703 $ 3,479

BENEFITS AND OTHER DEDUCTIONS


Commissions and distribution related payments                       $   708 

$ 569 $ 488

Compensation, benefits and other operating costs and
expenses

                                                              2,507            2,211              2,174
Interest expense                                                          5                6                 10
Segment benefits and other deductions                               $ 3,220 

$ 2,786 $ 2,672




Changes in AUM in the Investment Management and Research segment for the periods
presented were as follows:

                                                           Year Ended December 31,
                                                                     2021         2020         2019
                                                                              (in billions)
       Balance as of beginning of period                           $ 685.9      $ 622.9      $ 516.4
       Long-term flows
       Sales/new accounts                                            150.0        124.1        103.7
       Redemptions/terminations                                     (103.8)      (109.3)       (68.4)
       Cash flow/unreinvested dividends                              (20.1)       (17.4)       (10.1)
       Net long-term inflows (outflows) (1)                           26.1         (2.6)        25.2
       Acquisition                                                       -          0.2            -
       AUM adjustment (2)                                                -            -         (0.9)
       Market appreciation (depreciation)                             66.6         65.4         82.2
       Net change                                                     92.7         63.0        106.5
       Balance as of end of period                                 $ 778.6      $ 685.9      $ 622.9

______________

(1) Institutional net flows include $1.3 billion and $11.8 billion of AXA
redemptions of certain low-fee fixed income mandates for 2021 and 2020,
respectively.
(2)Approximately $900 million of non-investment management fee earning taxable
and tax-exempt money market assets were removed from assets under management
during the second quarter of 2019.
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Average AUM in the Investment Management and Research segment for the periods
presented by distribution channel and investment services were as follows:

                                                          Year Ended December 31,
                                                                    2021         2020         2019
                                                                             (in billions)
Distribution Channel:
Institutions                                                      $ 325.7      $ 285.9      $ 265.4
Retail                                                              291.0        236.5        212.3
Private Wealth Management                                           114.1         97.1         96.5
Total                                                             $ 730.8      $ 619.5      $ 574.2

Investment Service:
Equity Actively Managed                                           $ 252.2      $ 179.8      $ 158.4
Equity Passively Managed (1)                                         68.7         57.1         56.4
Fixed Income Actively Managed - Taxable                             253.1        254.4        239.7
Fixed Income Actively Managed - Tax-exempt                           53.8         47.9         44.6
Fixed Income Passively Managed (1)                                    9.6          9.4          9.4
Alternatives/Multi-Asset Solutions (2)                               93.4         70.9         65.7
Total                                                             $ 730.8      $ 619.5      $ 574.2


____________
(1)Includes index and enhanced index services.
(2)Includes multi-asset solutions and services not included in equity or fixed
income services. Prior to December 31, 2020, this investment service line was
disclosed as "Other." In order to reflect the increasing significance of our
Alternatives and Multi-Asset Solutions services, we updated the investment
service line to "Alternatives and Multi-Asset Solutions."

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Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 for
the Investment Management and Research Segment

Operating earnings


Operating earnings increased $132 million to $564 million during the year ended
December 31, 2021 from $432 million in the year ended December 31, 2020. The
following notable items were the primary drivers of the change in operating
earnings:

Favorable items included:


•Fee-type revenue increased by $722 million primarily due to higher investment
advisory base fees, performance based fees and distribution revenues, driven by
higher average AUM due to market appreciation and net inflows. This is partially
offset by lower Bernstein Research Services revenues due to lower trading
activity driven by lower global market volatility as compared to the COVID-19
related volatility in the year ended December 31, 2020.

•Net investment income, net of derivative gains, was favorable by $5 million.
Net investment income decreased by $18 million mainly due to lower gains on the
seed capital investments subject to market risk, offset by an increase in Net
derivative gains of $23 million mainly due to lower losses from economically
hedging the seed capital investments.

These were partially offset by the following unfavorable items:


•Compensation, benefits, interest expense and other operating costs increased by
$295 million mainly due to higher employee compensation attributed to higher
revenues.

•Commissions and distribution-related payments increased by $139 million mainly
due to higher payments to financial intermediaries for the distribution of AB
mutual funds, primarily resulting from increased average AUM of these mutual
funds.

•Earnings attributable to noncontrolling interest increased by $114 million due
to higher pre-tax earnings.

•Income tax expense increased by $47 million due to higher pre-tax earnings.

Long-Term Net Flows and AUM


•Total AUM as of December 31, 2021 was $778.6 billion up $92.7 billion, or
13.5%, compared to December 31, 2020. The increase was driven primarily by
market appreciation of $66.6 billion and net inflows of $26.1 billion
(reflecting Retail net inflows of $20.8 billion, Private Wealth Management net
inflows of $3.0 billion and Institutional net inflows of $2.3 billion).

•Excluding AXA's redemption of low-fee fixed income mandates of $1.3 billion and
$11.8 billion, AB generated net inflows of $27.4 billion and $9.2 billion during
the twelve months ended December 31, 2021 and 2020, respectively. As previously
disclosed, AB expects additional redemptions by AXA of low-fee retail AUM in the
first half of 2022 of approximately $5 billion.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019 for
the Investment Management and Research Segment

Operating earnings

For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our 2020 Form 10-K.

Net Flows and AUM

For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our 2020 Form 10-K.

Protection Solutions


The Protection Solutions segment includes our life insurance and employee
benefits businesses. We provide a targeted range of products aimed at serving
the financial needs of our clients throughout their lives, including VUL, IUL
and term life products. In 2015, we entered the employee benefits market and
currently offer a suite of dental, vision, life, as well as short- and long-term
disability insurance products to small and medium-size businesses.

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In recent years, we have refocused our product offering and distribution towards
less capital intensive, higher return accumulation and protection products. For
example, in January 2021, we discontinued offering our most interest sensitive
IUL product ("IUL Protect"). We plan to improve our operating earnings over time
through earnings generated from sales of our repositioned product portfolio and
by proactively managing and optimizing our in-force book.

The following table summarizes operating earnings (loss) of our Protection
Solutions segment for the periods presented:

                                        Year Ended December 31,
                                                     2021       2020       2019
                                                            (in millions)
Operating earnings (loss)                           $ 317      $ 146      $ 336

Key components of operating earnings (loss) are:

                                                                   Year Ended December 31,
                                                                       2021             2020              2019
                                                                                    (in millions)
REVENUES
Policy charges, fee income and premiums                             $ 2,016          $ 1,970          $   2,148
Net investment income                                                 1,102              944                967
Net derivative gains (losses)                                           (20)               5                 10
Investment management, service fees and other income                    260              225                241
Segment revenues                                                    $ 3,358 

$ 3,144 $ 3,366


BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                             $ 1,850          $ 1,875          $   1,655
Interest credited to policyholders' account balances                    516              514                520
Commissions and distribution related payments                           170              160                166
Amortization of deferred policy acquisition costs                        93               84                275

Compensation, benefits and other operating costs and
expenses

                                                                345              337                347
Interest expense                                                          -                -                  -
Segment benefits and other deductions                               $ 2,974 

$ 2,970 $ 2,963

The following table summarizes Protection Solutions Reserves for our Protection
Solutions segment as of the dates presented:


                                            December 31,
                                         2021          2020
                                           (in millions)
Protection Solutions Reserves (1)
General Account                       $ 18,625      $ 18,905
Separate Accounts                       17,012        14,771

Total Protection Solutions Reserves $ 35,637 $ 33,676

_______________

(1)Does not include Protection Solutions Reserves for our employee benefits
business as it is a start-up business and therefore has immaterial in-force
policies.

The following table presents our in-force face amounts for the periods
indicated, respectively, for our individual life insurance products:

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                                            December 31,
                                         2021         2020
                                           (in billions)
In-force face amount by product: (1)
Universal Life (2)                     $  45.9      $  48.7
Indexed Universal Life                    27.9         27.7
Variable Universal Life (3)              132.8        127.7
Term                                     215.4        215.2
Whole Life                                 1.2          1.3
Total in-force face amount             $ 423.2      $ 420.6


_______________
(1)Includes individual life insurance and does not include employee benefits as
it is a start-up business and therefore has immaterial in-force policies.
(2)UL includes GUL.
(3)VUL includes VL and COLI.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 for
the Protection Solutions Segment

Operating earnings


Operating earnings increased $171 million to $317 million during the year ended
December 31, 2021 from $146 million in the year ended December 31, 2020. The
following notable items were the primary drivers of the change in operating
earnings:

Favorable items included:

•Net investment income increased by $158 million mainly due to higher income
from our alternative investment portfolio, higher average assets balances,
prepayments and General Account portfolio optimization.

•Fee-type revenue increased by $81 million mainly driven by higher premiums due
to growth in Employee Benefits and higher investment management and service
fees.


•Policyholders' benefits decreased by $25 million mainly due to a favorable
assumption update, and lower claims on traditional products due to the sale of
the USFL and MLICA blocks in April 2020, offset by unfavorable mortality driven
by COVID-19 claims and older block claims. Employee Benefits' reserves continue
to grow in line with the block size.

These were partially offset by the following unfavorable items:

•Net derivative gains decreased by $25 million mainly due to inflation related
hedging loss offset on TIPS in the General Account.

•Commissions and distribution-related payments increased by $10 million mainly
due to higher sales.


•Amortization of DAC increased by $9 million mainly due to more favorable model
& assumption updates in 2020 vs 2021, offset by lower VISL baseline amortization
following the DAC write-off in first half of 2020.

•Income tax expense increased by $39 million primarily due to higher pre-tax
earnings.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019 for
the Protection Solutions Segment

For discussion that compares results for the year ended December 31, 2020 to the
year ended December 31, 2019 refer to the MD&A section in our 2020 Form 10-K.

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Corporate and Other


Corporate and Other includes some of our financing and investment expenses. It
also includes: Equitable Advisors broker-dealer business, the Closed Block,
run-off variable annuity reinsurance business, run-off group pension business,
run-off health business, benefit plans for our employees, certain strategic
investments and certain unallocated items, including capital and related
investments, interest expense and financing fees and corporate expense. AB's
results of operations are reflected in the Investment Management and Research
segment. Accordingly, Corporate and Other does not include any items applicable
to AB.

The following table summarizes operating earnings (loss) of Corporate and Other
for the periods presented:

                                        Year Ended December 31,
                                                    2021        2020        2019
                                                           (in millions)
Operating earnings (loss)                         $ (131)     $ (303)     $ (348)

General Account Investment Portfolio


The General Account investment portfolio supports the insurance and annuity
liabilities of our Individual Retirement, Group Retirement and Protection
Solutions businesses. Our General Account investment portfolio investment
strategy seeks to achieve sustainable risk-adjusted returns by focusing on
principal preservation, investment return, duration and liquidity requirements
by product class and the diversification of risks. Investment activities are
undertaken according to investment policy statements that contain internally
established guidelines and are required to comply with applicable laws and
insurance regulations. Risk tolerances are established for credit risk, market
risk, liquidity risk and concentration risk across types of issuers and asset
classes that seek to mitigate the impact of cash flow variability arising from
these risks. The impact of COVID-19 continues to be assessed for potential
negative impacts to the performance of mortgage loans and fixed maturities.

The General Account investment portfolio consists largely of investment grade
fixed maturities, short-term investments, commercial and agricultural mortgage
loans, alternative investments and other financial instruments. Fixed maturities
include publicly issued corporate bonds, government bonds, privately placed
notes and bonds, bonds issued by states and municipalities, mortgage-backed
securities and asset-backed securities. The General Account investment portfolio
also includes credit derivatives to replicate exposure to individual securities
or pools of securities as a means of achieving credit exposure similar to bonds
of the underlying issuer(s) more efficiently. In addition, from time to time we
use derivatives for hedging purposes to reduce our exposure to equity markets,
interest rates and credit spreads. As part of a yield enhancement strategy, the
General Account has diversified into more asset and sub-asset classes including
higher yielding commercial mortgage investments.

As part of our asset and liability management strategies, we maintain a weighted
average duration for our General Account investment portfolio that is within an
acceptable range of the estimated duration of our liabilities given our risk
appetite and hedging programs.

Investment portfolios are primarily managed by legal entity with dedicated
portfolios for certain blocks of business. For portfolios that back multiple
product groups, investment results are allocated to business segments.


Our investment philosophy is driven by our long-term commitments to clients,
robust risk management and strategic asset allocation. In executing the
activities of our General Account investment portfolio, we incorporate ESG
factors into the investment processes for a significant portion of our
portfolio. As investors with a long-term horizon, we believe that companies with
sustainable practices are better positioned to deliver value to stakeholders
over an extended period, thereby enhancing the quality of our portfolio. These
companies are more likely to increase sales through sustainable products, reduce
energy costs and attract and retain talent. This belief underpins our approach
to sustainable investing, where we seek to enhance the sustainability of our
investment portfolio by integrating ESG factors into our investment decision
process.

The General Account investment portfolio reflects certain differences from the
presentation of the U.S. GAAP Consolidated Financial Statements. This
presentation is consistent with how we manage the General Account investment
portfolio. For further investment information, please refer to Note 3 and Note 4
of the Notes to these Consolidated Financial Statements.

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Investment Results of the General Account Investment Portfolio


The following table summarizes the General Account investment portfolio results
with Non-GAAP Operating Earnings adjustments by asset category for the periods
indicated. This presentation is consistent with how we measure investment
performance for management purposes.



                                                                                            Year Ended December 31,
                                                            2021                                      2020                                     2019
                                                 Yield              Amount (2)             Yield             Amount (2)             Yield             Amount (2)
                                                                                             (Dollars in millions)
Fixed Maturities:
Income (loss)                                       3.40  %       $     2,429                3.46  %       $     2,318                3.68  %       $     2,019
Ending assets                                                          72,545                                   71,738                                   62,687
Mortgages:
Income (loss)                                       4.08  %               547                4.13  %               517                4.47  %               541
Ending assets                                                          14,033                                   13,159                                   12,107
Other Equity Investments: (1) (4)
Income (loss)                                      20.45  %               534                6.14  %                95                5.96  %                86
Ending assets                                                           2,901                                    1,621                                    1,507
Policy Loans:
Income (loss)                                       5.01  %               203                5.28  %               204                5.59  %               210
Ending assets                                                           4,024                                    4,118                                    3,735
Cash and Short-term Investments:
Income (loss)                                      (0.13) %                (2)               0.03  %                 1               (0.15) %                (4)
Ending assets                                                           1,662                                    2,095                                    1,856
Funding agreements:
Interest expense and other                                                (56)                                     (75)                                    (110)
Ending assets (liabilities)                                            (6,647)                                  (6,897)                                  (6,909)
Total Invested Assets:
Income (loss)                                       4.28  %             3,655                3.72  %             3,060                3.92  %             2,742
Ending Assets                                                          88,518                                   85,834                                   74,983
Short Duration Fixed Maturities:
Income (loss)                                       4.48  %                78                3.39  %               184                3.15  %               312
Ending assets                                                             142                                    4,704                                    6,173
Total:
Investment income (loss)                            4.28  %             3,733                3.70  %             3,244                3.83  %             3,054
Less: investment fees (3)                          (0.14) %              (118)              (0.12) %              (107)              (0.13) %              (103)
Investment Income, Net                              4.15  %             3,615                3.57  %             3,137                3.70  %             2,951
Ending Net Assets                                                 $    88,660                              $    90,538                              $    81,156


_____________
(1)Includes, as of December 31, 2021, December 31, 2020 and December 31, 2019
respectively, $319 million, $333 million and $365 million of other invested
assets.
(2)Amount for fixed maturities and mortgages represents original cost, reduced
by repayments, write-downs, adjusted amortization of premiums, accretion of
discount and allowances. Cost for equity securities represents original cost
reduced by write-downs; cost for other limited partnership interests represents
original cost adjusted for equity in earnings and reduced by distributions.
(3)Investment fees are inclusive of investment management fees paid to AB.
(4)Effective January 1, 2021, certain preferred stock have been reclassified to
other equity investments (see Note 2 of the Notes to these Consolidated
Financial Statements- Investments).




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Fixed Maturities


The fixed maturity portfolio consists largely of investment grade corporate debt
securities and includes significant amounts of U.S. government and agency
obligations. The limited below investment grade securities in the General
Account investment portfolio consist of "fallen angels," originally purchased as
investment grade, as well as short duration public high yield securities and
loans to middle market companies.

Fixed Maturities by Industry


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

                        Fixed Maturities by Industry (1)

                                           Amortized           Allowance for         Gross Unrealized       Gross Unrealized                              Percentage of
                                              Cost             Credit Losses              Gains                  Losses              Fair Value             Total (%)
                                                                                       (in millions)
As of December 31, 2021
Corporate Securities:
Finance                                   $  12,954          $            -          $         545          $          59          $    13,440                      17  %
Manufacturing                                12,212                       1                    775                     39               12,947                      17  %
Utilities                                     6,446                       -                    351                     36                6,761                       9  %
Services                                      8,191                      21                    380                     50                8,500                      11  %
Energy                                        3,854                       -                    174                     17                4,011                       5  %
Retail and wholesale                          3,390                       -                    218                     18                3,590                       5  %
Transportation                                2,181                       -                    156                     10                2,327                       3  %
Other                                            60                       -                      2                      -                   62                       -  %
Total corporate securities                   49,288                      22                  2,601                    229               51,638                      67  %
U.S. government                              13,056                       -                  2,344                     15               15,385                      20  %
Residential mortgage-backed (2)                  90                       -                      8                      -                   98                       -  %
Preferred stock (4)                              41                       -                     12                      -                   53                       -  %
State & political                               586                       -                     78                      3                  661                       1  %
Foreign governments                           1,124                       -                     42                     14                1,152                       1  %
Commercial mortgage-backed                    2,427                       -                     19                     25                2,421                       3  %
Asset-backed securities                       5,933                       -                     21                     20                5,934                       8  %
Total                                     $  72,545          $           22          $       5,125          $         306          $    77,342                     100  %


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As of December 31, 2020: (3)
Corporate Securities:
Finance                           $ 14,411      $  -      $ 1,112      $   9      $ 15,514        19  %
Manufacturing                       13,040         -        1,520         18        14,542        18  %
Utilities                            6,352         -          681          6         7,027         9  %
Services                             7,830        13          680         27         8,470        11  %
Energy                               4,084         -          364         23         4,425         6  %
Retail and wholesale                 3,747         -          435          3         4,179         5  %
Transportation                       2,424         -          301          4         2,721         3  %
Other                                  157         -            7          2           162         -  %
Total corporate securities          52,045        13        5,100         92        57,040        71  %
U.S. government                     12,660         -        3,448          5        16,103        20  %
Residential mortgage-backed (2)        130         -           13          -           143         -  %
Preferred stock                        621         -           48          3           666         1  %
State & political                      536         -          100          -           636         1  %
Foreign governments                  1,011         -           98          6         1,103         1  %
Commercial mortgage-backed           1,148         -           55          -         1,203         2  %
Asset-backed securities              3,587         -           29          5         3,611         4  %
Total                             $ 71,738      $ 13      $ 8,891      $ 111      $ 80,505       100  %


______________
(1)Investment data has been classified based on standard industry
categorizations for domestic public holdings and similar classifications by
industry for all other holdings.
(2)Includes publicly traded agency pass-through securities and collateralized
obligations.
(3)Excludes amounts reclassified as HFS.
(4)Effective January 1, 2021, certain preferred stock have been reclassified to
other equity investments (see Note 2 of the Notes to these Consolidated
Financial Statements- Investments).

Fixed Maturities Credit Quality


The SVO of the NAIC evaluates the investments of insurers for regulatory
reporting purposes and assigns fixed maturities to one of six categories ("NAIC
Designations"). NAIC Designations of "1" or "2" include fixed maturities
considered investment grade, which include securities rated Baa3 or higher by
Moody's or BBB- or higher by Standard & Poor's. NAIC Designations of "3" through
"6" are referred to as below investment grade, which include securities rated
Ba1 or lower by Moody's and BB+ or lower by Standard & Poor's. As a result of
time lags between the funding of investments and the completion of the SVO
filing process, the fixed maturity portfolio typically includes securities that
have not yet been rated by the SVO as of each balance sheet date. Pending
receipt of SVO ratings, the categorization of these securities by NAIC
designation is based on the expected ratings indicated by internal analysis.

The following table sets forth the General Account's fixed maturities portfolio
by NAIC rating at the dates indicated.

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                                Fixed Maturities

                                                                                                                                         Gross                Gross
                                                                                           Amortized           Allowance for           Unrealized          Unrealized
              NAIC Designation                         Rating Agency
Equivalent               Cost             Credit Losses             Gains               Losses             Fair Value
                                                                                                                                    (in millions)
As of December 31, 2021
           1................................       Aaa, Aa, A                             $  44,653          $            -          $     3,734          $      158          $    48,229
           2................................       Baa                                       25,141                       -                1,357                 127               26,371
                                                   Investment grade                          69,794                       -                5,091                 285               74,600
           3................................       Ba                                         1,601                       1                   22                  14                1,608
           4................................       B                                            992                      19                    8                   5                  976
           5................................       Caa                                          130                       2                    4                   1                  131
           6................................       Ca, C                                         28                       -                    -                   1                   27
                                                   Below investment grade                     2,751                      22                   34                  21                2,742
Total Fixed Maturities                                                                    $  72,545          $           22          $     5,125          $      306          $    77,342

As of December 31, 2020: (1)

           1................................       Aaa, Aa, A                             $  44,146          $            -          $     6,227          $       32          $    50,341
           2................................       Baa                                       25,285                       -                2,621                  26               27,880
                                                   Investment grade                          69,431                       -                8,848                  58               78,221
           3................................       Ba                                         1,436                       -                   33                  19                1,450
           4................................       B                                            769                      13                    7                  28                  735
           5................................       Caa                                           92                       -                    3                   5                   90
           6................................       Ca, C                                         10                       -                    -                   1                    9
                                                   Below investment grade                     2,307                      13                   43                  53                2,284
Total Fixed Maturities                                                                    $  71,738          $           13          $     8,891          $      111          $    80,505


______________

(1)Excludes amounts reclassified as HFS.

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Mortgage Loans

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

                   Mortgage Loans by Region and Property Type
                               December 31, 2021                     December 31, 2020
                           Amortized                             Amortized
                              Cost            % of Total            Cost            % of Total
                                                    (in millions)
By Region:
U.S. Regions:
Pacific                $          4,297             30  %    $          3,912             30  %
Middle Atlantic                   3,441             24                  3,662             28
South Atlantic                    1,982             14                  1,290             10
East North Central                1,103              8                  1,122              8
Mountain                            978              7                  1,026              8
West North Central                  834              6                    875              7
West South Central                  609              5                    690              5
New England                         579              4                    511              3
East South Central                  146              1                    152              1
Total U.S.             $         13,969             99  %    $         13,240            100  %
Other Regions:
Europe                 $            126              1  %    $              -              -  %
Total Other            $            126              1       $              -              -
Total Mortgage Loans   $         14,095            100  %    $         13,240            100  %

By Property Type:
Office                 $          3,944             28  %    $          4,131             31  %
Multifamily                       4,694             33                  4,027             30
Agricultural loans                2,644             19                  2,732             21
Retail                              728              5                    742              6
Industrial                        1,204              9                    787              6
Hospitality                         410              3                    477              4
Other                               471              3                    344              2
Total Mortgage Loans   $         14,095            100  %    $         13,240            100  %


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Liquidity and Capital Resources


Liquidity refers to our ability to generate adequate amounts of cash from our
operating, investment and financing activities to meet our cash requirements
with a prudent margin of safety. Capital refers to our long-term financial
resources available to support business operations and future growth. Our
ability to generate and maintain sufficient liquidity and capital is dependent
on the profitability of our businesses, timing of cash flows related to our
investments and products, our ability to access the capital markets, general
economic conditions and the alternative sources of liquidity and capital
described herein. When considering our liquidity and cash flows, we distinguish
between the needs of Holdings and the needs of our insurance
and non-insurance subsidiaries. We also distinguish and separately manage the
liquidity and capital resources of our retirement and protection businesses (our
Individual Retirement, Group Retirement and Protection Solutions segments) and
our Investment Management and Research segment.

Sources and Uses of Liquidity

The Company has sufficient cash flows from operations to satisfy liquidity
requirements in 2022.

Cash Flows of Holdings


As a holding company with no business operations of its own, Holdings primarily
derives cash flows from dividends from its subsidiaries and distributions
related to its economic interest in AB, nearly all of which is currently held
outside our insurance company subsidiaries. These principal sources of liquidity
are augmented by cash and short-term investments held by Holdings and access to
bank lines of credit and the capital markets. The main uses of liquidity for
Holdings are interest payments and debt repayment, payment of dividends and
other distributions to stockholders (which may include stock repurchases) loans
and capital contributions, if needed, to our insurance subsidiaries. Our
principal sources of liquidity and our capital position are described in the
following paragraphs.

Sources and Uses of Holding Company Highly Liquid Assets

The following table sets forth Holdings' principal sources and uses of highly
liquid assets for the periods indicated.

                                                                         Year Ended December 31,
                                                                         2021                 2020
                                                                              (in millions)
Highly Liquid Assets, beginning of period                           $      3,088          $   1,589
Dividends from subsidiaries                                                  792              2,877

Capital contributions to subsidiaries                                       (815)              (350)
M&A Activity                                                                 215                  -

Income taxes payable                                                           -                  -
Total Business Capital Activity                                              192              2,527

Purchase of treasury shares                                               (1,637)              (430)

Shareholder dividends paid                                                  (296)              (297)
Total Share Repurchases, Dividends and Acquisition Activity               (1,933)              (727)
Issuance of preferred stock                                                  293                494
   Preferred stock dividend                                                  (79)               (53)
Total Preferred Stock Activity                                               214                441

Issuance of long-term debt                                                     -                  -
Repayment of long-term debt                                                 (280)                 -
Total External Debt Activity                                                (280)                 -

Repayments of loans from affiliates                                            -               (300)
Proceeds from loans from affiliates                                        1,000                  -
Repayment of loans to affiliates                                               -                  -


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                                                         Year Ended December 31,
                                                            2021                2020
                                                              (in millions)
Issuance of loans to affiliates                               -             

-

Net decrease (increase) in loans to affiliates              (80)            

(115)

Total Affiliated Debt Activity                              920             

(415)


Interest paid on external debt and P-Caps                  (233)                 (220)
Others, net                                                (226)                 (107)
Total Other Activity                                       (459)                 (327)

Net increase (decrease) in highly liquid assets          (1,346)            

1,499

Highly Liquid Assets, end of period                $      1,742             

$ 3,088

Capital Contribution to Our Subsidiaries

In June 2021, Holdings made a $750 million cash capital contribution to
facilitate a corporate restructuring involving administrative services for
Equitable Financial's Separate Accounts.

Loans from Our Subsidiaries

In June 2021, Equitable Financial made a $1.0 billion 10-year term loan to
Holdings for generic liquidity management purpose. The loan has an interest rate
of 3.23% and matures in June 2031.

Cash Distributions from Our Subsidiaries

In 2021, Holdings and certain of its subsidiaries received pretax cash
distributions from AB of $677 million, EIM of $61 million and $140 million in
dividends from Equitable Advisors.

Distributions from Insurance Subsidiaries


Our insurance companies are subject to limitations on the payment of dividends
and other transfers of funds to Holdings and other affiliates under applicable
insurance law and regulation. Also, more generally, the ability of our insurance
subsidiaries to pay dividends can be affected by market conditions and other
factors beyond our control.

Under New York insurance law applicable to Equitable Financial, a domestic stock
life insurer may not, without prior approval of the NYDFS, pay an Ordinary
Dividend. Extraordinary Dividends require the insurer to file a notice of its
intent to declare the dividends with the NYDFS and prior approval or
non-disapproval from the NYDFS. Due to a permitted statutory accounting practice
agreed to with the NYDFS, Equitable Financial will need the prior approval of
the NYDFS to pay a Permitted Practice Ordinary Dividend. Applying the formulas
above, Equitable Financial could pay an Ordinary Dividend of up to approximately
$865 million in 2022.

Distributions from AllianceBernstein


ABLP is required to distribute all of its Available Cash Flow, as defined in the
Amended and Restated Partnership Agreement of ABLP, to the holders of AB Units
and to the General Partner. Available Cash Flow is defined as the cash flow
received by ABLP from operations minus such amounts as the General Partner
determines, in its sole discretion, should be retained by ABLP for use in its
business, or plus such amounts as the General Partner determines, in its sole
discretion, should be released from previously retained cash flow. Distributions
by ABLP are made 1% to the General Partner and 99% among the limited partners.

Typically, Available Cash Flow has been the adjusted diluted net income per unit
for the quarter multiplied by the number of general and limited partnership
interests at the end of the quarter. In future periods, management of AB
anticipates that Available Cash Flow will be based on adjusted diluted net
income per unit, unless management of AB determines, with the concurrence of the
Board of Directors of AB, that one or more adjustments that are made for
adjusted net income should not be made with respect to the Available Cash Flow
calculation.

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AB Holding is required to distribute all of its Available Cash Flow, as defined
in the Amended and Restated Agreement of Limited Partnership of AB Holding, to
holders of AB Holding Units pro rata in accordance with their percentage
interest in AB Holding. Available Cash Flow is defined as the cash distributions
AB Holding receives from ABLP minus such amounts as the General Partner
determines, in its sole discretion, should be retained by AB Holding for use in
its business (such as the payment of taxes) or plus such amounts as the General
Partner determines, in its sole discretion, should be released from previously
retained cash flow. AB Holding is dependent on the quarterly cash distributions
it receives from ABLP, which is subject to the performance of capital markets
and other factors beyond our control. Distributions from AB Holding are made pro
rata based on the holder's percentage ownership interest in AB Holding.

As of December 31, 2021, Holdings and its non-insurance company subsidiaries
hold approximately 170.1 million AB Units, 4.1 million AB Holding Units and the
1% General Partnership interest in ABLP.

As of December 31, 2021, the ownership structure of ABLP, including AB Units
outstanding as well as the general partner's 1% interest, was as follows:

Owner                       Percentage Ownership
EQH and its subsidiaries                  63.0  %
AB Holding                                36.2  %
Unaffiliated holders                       0.8  %
Total                                    100.0  %


Including both the general partnership and limited partnership interests in AB
Holding and ABLP, Holdings and its subsidiaries had an approximate 65% economic
interest in AB as of December 31, 2021.


Holdings Credit Facilities


On June 24, 2021, Holdings entered into the Amended and Restated Revolving
Credit Agreement with respect to a five-year senior unsecured revolving credit
facility (the "Credit Facility"), which lowered the facility amount to
$1.5 billion and extended the maturity date to June 24, 2026, among other
changes. The Amended and Restated Revolving Credit Agreement amends the
Revolving Credit Agreement entered into by Holdings on February 16, 2018, as
amended on March 22, 2021.

The Credit Facility may provide significant support to our liquidity position
when alternative sources of credit are limited. In addition to the Credit
Facility, we have letter of credit facilities with an aggregate principal amount
of approximately $1.9 billion (the "LOC Facilities"), primarily to be used to
support our life insurance business reinsured to EQ AZ Life Re in April 2018. In
June 2021, Holdings entered into amendments with each of the issuers of its
bilateral letter of credit facilities to effect changes similar to those
effected in the amended and restated revolving credit agreement. The respective
facility limits of the bilateral letter of credit facilities remained unchanged.

The Credit Facility and LOC Facilities contain certain administrative,
reporting, legal and financial covenants, including requirements to maintain a
specified minimum consolidated net worth and to maintain a ratio of indebtedness
to total capitalization not in excess of a specified percentage, and limitations
on the dollar amount of indebtedness that may be incurred by our subsidiaries
and the dollar amount of secured indebtedness that may be incurred by us, which
could restrict our operations and use of funds. The right to borrow funds under
the Credit Facility and LOC Facilities is subject to the fulfillment of certain
conditions, including compliance with all covenants, and the ability to borrow
thereunder is also subject to the continued ability of the lenders that are or
will be parties to the facilities to provide funds. As of December 31, 2021, we
were in compliance with these covenants".

Contingent Funding Arrangements

For information regarding activity pertaining to our contingent funding
arrangements and other off-balance sheet commitments, see "Commitments and
Contingent Liabilities in " Note 17 of the Notes to these Consolidated Financial
Statements in this Form 10-K.

Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock

For information pertaining to our Series A, Series B and Series C Preferred
Stock see Note 20 of the Notes to these Consolidated Financial Statements.

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Capital Position of Holdings


We manage our capital position to maintain financial strength and credit ratings
that facilitate the distribution of our products and provide our desired level
of access to the bank and capital markets. Our capital position is supported by
the ability of our subsidiaries to generate cash flows and distribute cash to us
and our ability to effectively manage the risk of our businesses and to borrow
funds and raise capital to meet our operating and growth needs.

Our Board and senior management are directly involved in the development of our
capital management policies. Accordingly, capital actions, including proposed
changes to the annual capital plan, capital targets and capital policies, are
approved by the Board.

Dividends Declared and Paid


The declaration and payment of future dividends is subject to the discretion of
our Board of Directors and depends on our financial condition, results of
operations, cash requirements, future prospects, regulatory restrictions on the
payment of dividends by Holdings' insurance subsidiaries and other factors
deemed relevant by the Board.

The payment of dividends will be substantially restricted in the event that we
do not declare and pay (or set aside) dividends on the Series A, Series B and
Series C Preferred Stock for the last proceeding dividend period. For additional
information on our preferred stock, see "-Series A, Series B and Series C
Preferred Stock".

For information regarding activity pertaining to common and preferred dividends
declared and paid, see Note 20 of the Notes to these Consolidated Financial
Statements.

Share Repurchase Programs

For information regarding activity pertaining to share repurchase programs, see
Note 20 of the Notes to these Consolidated Financial Statements.

Sources and Uses of Liquidity of Our Insurance Subsidiaries


The principal sources of liquidity for our insurance subsidiaries are premiums,
investment and fee income, deposits associated with our insurance and annuity
operations, cash and invested assets, as well as internal borrowings. The
principal uses of that liquidity include benefits, claims and dividends paid to
policyholders and payments to policyholders in connection with surrenders and
withdrawals. Other uses of liquidity include commissions, general and
administrative expenses, purchases of investments, the payment of dividends to
Holdings and hedging activity. Certain of our insurance subsidiaries' principal
sources and uses of liquidity are described in the paragraphs that follow.

We manage the liquidity of our insurance subsidiaries with the objective of
ensuring that they can meet payment obligations linked to our Individual
Retirement, Group Retirement and Protection Solutions businesses and to their
outstanding debt and derivative positions, including in our hedging programs,
without support from Holdings. We employ an asset/liability management approach
specific to the requirements of each of our insurance businesses. We measure
liquidity against internally-developed benchmarks that consider the
characteristics of our asset portfolio and the liabilities that it supports in
both the short-term (the next 12 months) and long-term (beyond the next 12
months). We consider attributes of the various categories of our liquid assets
(for example, type of asset and credit quality) in calculating internal
liquidity indicators for our insurance and reinsurance operations. Our liquidity
benchmarks are established for various stress scenarios and durations, including
company-specific and market-wide events. The scenarios we use to evaluate the
liquidity of our subsidiaries are defined to allow operating entities to operate
without support from Holdings.

Liquid Assets


The investment portfolios of our insurance subsidiaries are a significant
component of our overall liquidity. Liquid assets include cash and cash
equivalents, short-term investments, U.S. Treasury fixed maturities, fixed
maturities that are not designated as HTM and public equity securities. We
believe that our business operations and the liquidity profile of our assets
provide sufficient liquidity under reasonably foreseeable stress scenarios for
each of our insurance subsidiaries.

See "-General Account Investment Portfolio" and Note 3 and Note 4 of the Notes
to these Consolidated Financial Statements for a description of our retirement
and protection businesses' portfolio of liquid assets.

Hedging Activities

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Because the future claims exposure on our insurance products, and in particular
our variable annuity products with GMxB features, is sensitive to movements in
the equity markets and interest rates, we have in place various hedging and
reinsurance programs that are designed to mitigate the economic risks of
movements in the equity markets and interest rates. We use derivatives as part
of our overall asset/liability risk management program primarily to reduce
exposures to equity market and interest rate risks. In addition, we use credit
derivatives to replicate exposure to individual securities or pools of
securities as a means of achieving credit exposure similar to bonds of the
underlying issuer(s) more efficiently. The derivative contracts are an integral
part of our risk management program, especially for the management of our
variable annuities program, and are collectively managed to reduce the economic
impact of unfavorable movements in capital markets. These derivative
transactions require liquidity to meet payment obligations such as payments for
periodic settlements, purchases, maturities and terminations as well as liquid
assets pledged as collateral related to any decline in the net estimated fair
value. Collateral calls represent one of our biggest drivers for liquidity needs
for our insurance subsidiaries. Our derivatives contracts reside primarily
within Equitable Financial, which has a significantly large investment
portfolio.

FHLB Membership

Equitable Financial and Equitable America are members of the FHLB, which
provides access to collateralized borrowings and other FHLB products.

See Note 17 of the Notes to these Consolidated Financial Statements for further
description of our FHLB program.

FABN

Under the FABN program, Equitable Financial may issue funding agreements in U.S.
dollar or other foreign currencies.

See Note 17 of the Notes to these Consolidated Financial Statements for further
description of our FABN program.

Sources and Uses of Liquidity of our Investment Management and Research Segment


The principal sources of liquidity for our Investment Management and Research
business include investment management fees and borrowings under its credit
facilities and commercial paper program. The principal uses of liquidity include
general and administrative expenses, business financing and distributions to
holders of AB Units and AB Holding Units plus interest and debt service. The
primary liquidity risk for our fee-based Investment Management and Research
business is its profitability, which is impacted by market conditions and our
investment management performance.

For information regarding our Investment Management and Research credit
facilities and commercial paper program with external parties, see Note 12 of
the Notes to these Consolidated Financial Statements.

EQH Facility


AB has a $900 million committed, unsecured senior credit facility (the "EQH
Facility"). The EQH Facility matures on November 4, 2024 and is available for
AB's general business purposes. Borrowings under the EQH Facility generally bear
interest at a rate per annum based on prevailing overnight commercial paper
rates.

The EQH Facility contains affirmative, negative and financial covenants which
are substantially similar to those in AB's committed bank facilities. The EQH
Facility also includes customary events of default substantially similar to
those in AB's committed bank facilities, including provisions under which, upon
the occurrence of an event of default, all outstanding loans may be accelerated
and/or the lender's commitment may be terminated.

Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by AB
from time to time until the maturity of the facility. AB or Holdings may reduce
or terminate the commitment at any time without penalty upon proper notice.
Holdings also may terminate the facility immediately upon a change of control of
AB's general partner.

As of December 31, 2021 and 2020, AB had $755 million and $675 million
outstanding under the EQH Facility, in each case with an interest rate of
approximately 0.2%. Average daily borrowing of the EQH Facility during 2021 and
2020 were $405 million and $471 million, respectively, with a weighted average
interest rate of approximately 0.2% and 0.5% respectively.

EQH Uncommitted Facility

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In addition to the EQH Facility, on September 1, 2020, AB established a new $300
million uncommitted, unsecured senior credit facility (the "EQH Uncommitted
Facility") with EQH. The EQH Uncommitted Facility matures on September 1, 2024
and is available for AB's general business purposes. Borrowings under the EQH
Uncommitted Facility bear generally interest at a rate per annum based on
prevailing overnight commercial paper rates. The EQH Uncommitted Facility
contains affirmative, negative and financial covenants, which are substantially
similar to those in the EQH Facility.

As of December 31, 2021 and 2020, AB had no outstanding balance on the EQH
Uncommitted Facility. During the periods ended December 31, 2021 and 2020, AB
did not draw upon the EQH Uncommitted Facility.

Statutory Capital of Our Insurance Subsidiaries


Our capital management framework for our insurance subsidiaries is primarily
based on statutory RBC standards and the CTE asset standard for our variable
annuity business.

RBC requirements are used as minimum capital requirements by the NAIC and the
state insurance departments to evaluate the capital condition of regulated
insurance companies. RBC is based on a formula calculated by applying factors to
various asset, premium, claim, expense and statutory reserve items. The formula
takes into account the risk characteristics of the insurer, including asset
risk, insurance risk, interest rate risk, market risk and business risk and is
calculated on a quarterly basis and made public on an annual basis. The formula
is used as an early warning regulatory tool to identify possible inadequately
capitalized insurers for purposes of initiating regulatory action, and not as a
means to rank insurers generally. These rules apply to our insurance company
subsidiaries and not to Holdings. State insurance laws provide insurance
regulators the authority to require various actions by, or take various actions
against, insurers whose total adjusted capital does not meet or exceed certain
RBC levels. At the date of the most recent annual statutory financial statements
filed with insurance regulators, the total adjusted capital of each of these
insurance company subsidiaries subject to these requirements was in excess of
each of those RBC levels.

Please see Note 20 of the Notes to these Consolidated Financial Statements for
additional information relating to Permitted Statutory Accounting practices and
its impact on our statutory surplus.

Captive Reinsurance Company


We use a captive reinsurance company to more effectively manage our reserves and
capital on an economic basis and to enable the aggregation and transfer of
risks. Our captive reinsurance company assumes business from affiliates only and
is closed to new business. Our captive reinsurance company is a wholly-owned
subsidiaries located in the United States. In addition to state insurance
regulation, our captive is subject to internal policies governing its
activities. We continue to analyze the use of our existing captive reinsurance
structure, as well as additional third-party reinsurance arrangements.

Borrowings


Our financial strategy going forward will remain subject to market conditions
and other factors. For example, we may from time to time enter into additional
bank or other financing arrangements, including public or private debt,
structured facilities and contingent capital arrangements, under which we could
incur additional indebtedness.

For information regarding activity pertaining to our total consolidated
borrowings, see Note 12 of the Notes to these Consolidated Financial Statements.

Ratings


Financial strength ratings (which are sometimes referred to as "claims-paying"
ratings) and credit ratings are important factors affecting public confidence in
an insurer and its competitive position in marketing products. Our credit
ratings are also important for our ability to raise capital through the issuance
of debt and for the cost of such financing.

Financial strength ratings represent the opinions of rating agencies regarding
the financial ability of an insurance company to meet its obligations under an
insurance policy. Credit ratings represent the opinions of rating agencies
regarding an entity's ability to repay its indebtedness. The following table
summarizes the ratings for Holdings and certain of its subsidiaries. AM Best and
S&P have a stable outlook while Moody's has a positive outlook.

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                                                           AM Best         S&P         Moody's
Last review date                                           Jan '22       Nov '21       Aug '21
Financial Strength Ratings:
Equitable Financial Life Insurance Company                    A            A+            A2
Equitable Financial Life Insurance Company of America         A            A+            A2
Credit Ratings:
Equitable Holdings, Inc.                                                  BBB+          Baa2
Last review date                                                         Sep '21       Dec '21
AllianceBernstein L.P.                                                      A            A2



Material Cash Requirements

The table below summarizes the material short and long-term cash requirements
related to contractual and other obligations as of December 31, 2021. Short-term
cash requirements are considered to requirements within the next 12 months and
long-term cash requirements are considered to be beyond the next 12 months. We
do not believe that our cash flow requirements can be adequately assessed based
solely upon an analysis of these obligations, as the table below does not
contemplate all aspects of our cash inflows, such as the level of cash flow
generated by certain of our investments, nor all aspects of our cash outflows.

                                                                       

Estimated Payments Due by Year

                                                                                                                       2027 and
                                             Total              2022           2023-2024          2025-2026           thereafter
                                                                               (in millions)
Material Cash Requirements:
Insurance liabilities (1)                 $ 107,485          $ 1,509        

$ 4,671 $ 6,426 $ 94,879
FHLB Funding Agreements

                       6,643            5,353                644                646                    -
Interest on FHLB Funding Agreements             100               29                 48                 23                    -
FABN Funding Agreements                       6,759                -              2,500              2,100                2,159
Interest on FABN Funding Agreements             372               74                137                105                   56
Operating leases, net of sublease
commitments                                   1,106              153                234                149                  570
Long-term debt                                3,870                -                520                  -                3,350
Interest on long-term debt                    2,602              185                340                330                1,747
Interest on P-Caps                              394               24                 47                 47                  276
Employee benefits                             3,498              211                451                383                2,453
Funding Commitments                           2,118              520                832                766                    -

Total Material Cash Requirements $ 134,947 $ 8,058

$ 10,424 $ 10,975 $ 105,490

______________

(1) Policyholders' liabilities represent estimated cash flows out of the General
Account related to the payment of death and disability claims, policy surrenders
and withdrawals, annuity payments, minimum guarantees on Separate Account funded
contracts, matured endowments, benefits under accident and health contracts,
policyholder dividends and future renewal premium-based and fund-based
commissions offset by contractual future premiums and deposits on in-force
contracts. These estimated cash flows are based on mortality, morbidity and
lapse assumptions comparable with the Company's experience and assume market
growth and interest crediting consistent with actuarial assumptions. These
amounts are undiscounted and, therefore, exceed the policyholders' account
balances and future policy benefits and other policyholder liabilities included
in the consolidated balance sheet included elsewhere in this Annual Report on
Form 10-K. They do not reflect projected recoveries from reinsurance agreements.
Due to the use of assumptions, actual cash flows will differ from these
estimates, see "- Summary of Critical Accounting Estimates - Liability for
Future Policy Benefits." Separate Accounts liabilities have been excluded as
they are legally insulated from General Account obligations and will be funded
by cash flows from Separate Accounts assets.

Unrecognized tax benefits of $323 million, including $3 million related to AB
were not included in the above table because it is not possible to make
reasonably reliable estimates of the occurrence or timing of cash settlements
with the respective taxing authorities.

In addition, the below items are included as part of AB's aggregate contractual
obligations:

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•As of December 31, 2021, AB had a $354 million accrual for compensation and
benefits, of which $9 million is expected to be paid in 2022, $15 million in
2023-2024, $18 million in 2025-2026 and $46 million in 2027 and thereafter.
Further, AB expects to make contributions to its qualified profit-sharing plan
of $16 million in each of the next four years.

•During 2010, as general partner of AllianceBernstein U.S. Real Estate L.P.
("Real Estate Fund"), AB committed to invest $25 million in the Real Estate
Fund. As of December 31, 2021, AB funded $22 million of this commitment. During
2014, as general partner of AllianceBernstein U.S. Real Estate II L.P. ("Real
Estate Fund II"), AB committed to invest $27 million as amended in 2020, in the
Real Estate Fund II. As of December 31, 2021, AB had funded $21 million of this
commitment.

Summary of Critical Accounting Estimates


The preparation of financial statements in conformity with U.S. GAAP requires
management to adopt accounting policies and make estimates and assumptions that
affect amounts reported in our consolidated financial statements included
elsewhere herein. For a discussion of our significant accounting policies, see
Note 2 of the Notes to these Consolidated Financial Statements. The most
critical estimates include those used in determining:

•liabilities for future policy benefits;

•accounting for reinsurance;

•capitalization and amortization of DAC;

•estimated fair values of investments in the absence of quoted market values and
investment impairments;

•estimated fair values of freestanding derivatives and the recognition and
estimated fair value of embedded derivatives requiring bifurcation;

•goodwill and related impairment;

•measurement of income taxes and the valuation of deferred tax assets; and

•liabilities for litigation and regulatory matters.


In applying our accounting policies, we make subjective and complex judgments
that frequently require estimates about matters that are inherently uncertain.
Many of these policies, estimates and related judgments are common in the
insurance and financial services industries while others are specific to our
business and operations. Actual results could differ from these estimates.

Liability for Future Policy Benefits


We establish reserves for future policy benefits to, or on behalf of,
policyholders in the same period in which the policy is issued or acquired,
using methodologies prescribed by U.S. GAAP. The assumptions used in
establishing reserves are generally based on our experience, industry experience
or other factors, as applicable. At least annually we review our actuarial
assumptions, such as mortality, morbidity, retirement and policyholder behavior
assumptions, and update assumptions when appropriate. Generally, we do not
expect trends to change significantly in the short-term and, to the extent these
trends may change, we expect such changes to be gradual over the long-term. The
reserving methodologies used include the following:

•UL and investment-type contract policyholder account balances are equal to the
policy AV. The policy AV represent an accumulation of gross premium payments
plus credited interest less expense and mortality charges and withdrawals.

•Participating traditional life insurance future policy benefit liabilities are
calculated using a net level premium method on the basis of actuarial
assumptions equal to guaranteed mortality and dividend fund interest rates.

•Non-participating traditional life insurance future policy benefit liabilities
are estimated using a net level premium method on the basis of actuarial
assumptions as to mortality, persistency and interest.


For most long-duration contracts, we utilize best estimate assumptions as of the
date the policy is issued or acquired with provisions for the risk of adverse
deviation, as appropriate. After the liabilities are initially established, we
perform premium deficiency tests using best estimate assumptions as of the
testing date without provisions for adverse deviation. If the liabilities
determined based on these best estimate assumptions are greater than the net
reserves (i.e., U.S. GAAP reserves net of any

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DAC or DSI), the existing net reserves are adjusted by first reducing the DAC or
DSI by the amount of the deficiency or to zero through a charge to current
period earnings. If the deficiency is more than these asset balances for
insurance contracts, we then increase the net reserves by the excess, again
through a charge to current period earnings. If a premium deficiency is
recognized, the assumptions as of the premium deficiency test date are locked in
and used in subsequent valuations and the net reserves continue to be subject to
premium deficiency testing.

For certain reserves, such as those related to GMDB and GMIB features, we use
current best estimate assumptions in establishing reserves. The reserves are
subject to adjustments based on periodic reviews of assumptions and quarterly
adjustments for experience, including market performance, and the reserves may
be adjusted through a benefit or charge to current period earnings.

For certain GMxB features in our Individual Retirement segment, the benefits are
accounted for as embedded derivatives, with fair values calculated as the
present value of expected future benefit payments to contract holders less the
present value of assessed rider fees attributable to the embedded derivative
feature. Under U.S. GAAP, the fair values of these benefit features are based on
assumptions a market participant would use in valuing these embedded
derivatives. Changes in the fair value of the embedded derivatives are recorded
quarterly through a benefit or charge to current period earnings.

The assumptions used in establishing reserves are generally based on our
experience, industry experience and/or other factors, as applicable. We
typically update our actuarial assumptions, such as mortality, morbidity,
retirement and policyholder behavior assumptions, annually, unless a material
change is observed in an interim period that we feel is indicative of a
long-term trend. Generally, we do not expect trends to change significantly in
the short-term and, to the extent these trends may change, we expect such
changes to be gradual over the long-term. In a sustained low interest rate
environment, there is an increased likelihood that the reserves determined based
on best estimate assumptions may be greater than the net liabilities.

See Note 2 of the Notes to these Consolidated Financial Statements for
additional information on our accounting policy relating to GMxB features and
liability for future policy benefits and Note 9 of the Notes to these
Consolidated Financial Statements for future policyholder benefit liabilities.

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


The Separate Account future rate of return assumptions that are used in
establishing reserves for GMxB features are set using a long term-view of
expected average market returns by applying a reversion to the mean approach,
consistent with that used for DAC amortization. For additional information
regarding the future expected rate of return assumptions and the reversion to
the mean approach, see, "-DAC and Policyholder Bonus Interest Credits."

The GMDB/GMIB reserve balance before reinsurance ceded was $10.8 billion as of
December 31, 2021. The following table provides the sensitivity of the reserves
GMxB features related to variable annuity contracts relative to the future rate
of return assumptions by quantifying the adjustments to these reserves that
would be required assuming both a 1% increase and decrease in the future rate of
return. This sensitivity considers only the direct effect of changes in the
future rate of return on operating results due to the change in the reserve
balance before reinsurance ceded and not changes in any other assumptions such
as persistency, mortality, or expenses included in the evaluation of the
reserves, or any changes on DAC or other balances including hedging derivatives
and the GMIB reinsurance asset.

                               GMDB/GMIB Reserves
                          Sensitivity - Rate of Return
                               December 31, 2021

                                        Increase/(Decrease) in
                                         GMDB/GMIB Reserves
                                             (in millions)
1% decrease in future rate of return   $                 1,363
1% increase in future rate of return   $                (1,667)


Traditional Annuities


The reserves for future policy benefits for annuities include group pension and
payout annuities, and, during the accumulation period, are equal to accumulated
policyholders' fund balances and, after annuitization, are equal to the present
value of expected future payments based on assumptions as to mortality,
retirement, maintenance expense, and interest rates.

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Interest rates used in establishing such liabilities range from 1.5% to 5.4%
(weighted average of 3.5%). If reserves determined based on these assumptions
are greater than the existing reserves, the existing reserves are adjusted to
the greater amount.

Health

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

Reinsurance

Accounting for reinsurance requires extensive use of assumptions and estimates,
particularly related to the future performance of the underlying business and
the potential impact of counterparty credit risk with respect to reinsurance
receivables. We periodically review actual and anticipated experience compared
to the aforementioned assumptions used to establish assets and liabilities
relating to ceded and assumed reinsurance and evaluate the financial strength of
counterparties to our reinsurance agreements using criteria similar to those
evaluated in our security impairment process. See "-Estimated Fair Value of
Investments." Additionally, for each of our reinsurance agreements, we determine
whether the agreement provides indemnification against loss or liability
relating to insurance risk, in accordance with applicable accounting standards.
We review all contractual features, including those that may limit the amount of
insurance risk to which the reinsurer is subject or features that delay the
timely reimbursement of claims. If we determine that a reinsurance agreement
does not expose the reinsurer to a reasonable possibility of a significant loss
from insurance risk, we record the agreement using the deposit method of
accounting.

For reinsurance contracts other than those covering GMIB exposure, reinsurance
recoverable balances are calculated using methodologies and assumptions that are
consistent with those used to calculate the direct liabilities. GMIB reinsurance
contracts are used to cede affiliated and non-affiliated reinsurers a portion of
the exposure on variable annuity products that offer the GMIB feature. The GMIB
reinsurance contracts are accounted for as derivatives and are reported at fair
value. Gross reserves for GMIB, on the other hand, are calculated on the basis
of assumptions related to projected benefits and related contract charges over
the lives of the contracts, therefore, will not immediately reflect the
offsetting impact on future claims exposure resulting from the same capital
market and/or interest rate fluctuations that cause gains or losses on the fair
value of the GMIB reinsurance contracts.

See Note 11 of the Notes to these Consolidated Financial Statements for
additional information on our reinsurance.

DAC


We incur significant costs in connection with acquiring new and renewal
insurance business. Costs that relate directly to the successful acquisition or
renewal of insurance contracts, are deferred as DAC. In addition to commissions,
certain direct-response advertising expenses and other direct costs, other
deferrable costs include the portion of an employee's total compensation and
benefits related to time spent selling, underwriting or processing the issuance
of new and renewal insurance business only with respect to actual policies
acquired or renewed. We utilize various techniques to estimate the portion of an
employee's time spent on qualifying acquisition activities that result in actual
sales, including surveys, interviews, representative time studies and other
methods. These estimates include assumptions that are reviewed and updated on a
periodic basis or more frequently to reflect significant changes in processes or
distribution methods.

Amortization Methodologies

Participating Traditional Life Policies


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

As of December 31, 2021, the average investment yields assumed (excluding policy
loans) were 4.5% grading to 4.3% in 2026. Estimated gross margins include
anticipated premiums and investment results less claims and administrative
expenses, changes in the net level premium reserve and expected annual
policyholder dividends. The effect on the accumulated amortization of DAC of
revisions to estimated gross margins is reflected in earnings in the period such
estimated gross margins are revised. The effect on the DAC assets that would
result from realization of unrealized gains (losses) is recognized with an
offset to AOCI in consolidated equity as of the balance sheet date. Many of the
factors that affect gross margins are included in

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the determination of the Company's dividends to these policyholders. DAC
adjustments related to participating traditional life policies do not create
significant volatility in results of operations as the Closed Block recognizes a
cumulative policyholder dividend obligation expense in "Policyholders'
dividends," for the excess of actual cumulative earnings over expected
cumulative earnings as determined at the time of demutualization.

Non-participating Traditional Life Insurance Policies


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

Universal Life and Investment-type Contracts


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

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

During each accounting period, the DAC balances are evaluated and adjusted with
a corresponding charge or credit to current period earnings for the effects of
the Company's actual gross profits and changes in the assumptions regarding
estimated future gross profits. A decrease in expected gross profits or
assessments would accelerate DAC amortization. Conversely, an increase in
expected gross profits or assessments would slow DAC amortization. The effect on
the DAC assets that would result from realization of unrealized gains (losses)
is recognized with an offset to AOCI in consolidated equity as of the balance
sheet date.

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

Loss Recognition Testing


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

In 2020, we determined that certain of our variable interest-sensitive life
insurance products triggered loss recognition accounting due to low interest
rates and we reduced DAC by $945 million through accelerated amortization. We
did not have a loss recognition event in 2021 or 2019.

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Additionally, policyholder liability balances for a particular line of business
may not be deficient in the aggregate to trigger loss recognition accounting;
however, the pattern of earnings may be such that annual profits are expected to
be recognized in earlier years and then followed by losses in later years. This
pattern of profits followed by losses is exhibited in our VISL business and has
caused us to increase policyholder liability balances by an amount that accounts
for losses in future years. This pattern is caused by the cost structure of the
product or secondary guarantees in the contract. The secondary guarantee ensures
that, subject to specified conditions, the policy will not terminate even if
there is insufficient policy account value to cover the monthly deductions and
charges. We estimate the PFBL accrual using a dynamic approach that changes over
time as the projection and timing of future losses change.

In addition, we are required to analyze how net unrealized investment gains and
losses on our AFS investment securities backing insurance liabilities affects
product profitability,, as if those unrealized investment gains and losses were
realized. This may result in the recognition of unrealized gains and losses on
related insurance assets and liabilities in a manner consistent with the
recognition of the unrealized gains and losses on AFS investment securities
within the statements of comprehensive income and changes in equity. Changes to
net unrealized investment (gains) losses may increase or decrease DAC. Similar
to a loss recognition event, if the DAC balance is reduced to zero, additional
insurance liabilities are established. Unlike a loss recognition event, these
adjustments may reverse from period to period.

Sensitivity of DAC to Changes in Future Mortality Assumptions

The following table demonstrates the sensitivity of the DAC balance relative to
future mortality assumptions by quantifying the adjustments that would be
required, assuming an increase and decrease in the future mortality rate by
1.0%. This information considers only the direct effect of changes in the
mortality assumptions on the DAC balance and not changes in any other
assumptions used in the measurement of the DAC balance and does not assume
changes in reserves.

                          DAC Sensitivity - Mortality
                               December 31, 2021

                                      Increase/(Decrease)
                                             in DAC
                                         (in millions)
Decrease in future mortality by 1%   $                 17
Increase in future mortality by 1%   $                (16)


Sensitivity of DAC to Changes in Future Rate of Return Assumptions


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

In applying this approach to develop estimates of future returns, it is assumed
that the market will return to an average gross long-term return estimate,
developed with reference to historical long-term equity market performance. In
second quarter 2015, based upon management's then-current expectations of
interest rates and future fund growth, we updated our reversion to the mean
assumption from 9.0% to 7.0%. The average gross long-term return measurement
start date was also updated to December 31, 2014. Management has set limitations
as to maximum and minimum future rate of return assumptions, as well as a
limitation on the duration of use of these maximum or minimum rates of return.
As of December 31, 2021, the average gross short-term and long-term annual
return estimate on variable and interest-sensitive life insurance and variable
annuity products was 7.0% (4.7% net of product weighted average Separate
Accounts fees), and the gross maximum and minimum short-term annual rate of
return limitations were 15.0% (12.7% net of product weighted average Separate
Accounts fees and Investment Advisory fees) and 0.0% ((2.3%) net of product
weighted average Separate Account fees and Investment Advisory fees),
respectively. The maximum duration over which these rate limitations may be
applied is five years. This approach will continue to be applied in future
periods. These assumptions of long-term growth are subject to assessment of the
reasonableness of resulting estimates of future return assumptions.

If actual market returns continue at levels that would result in assuming future
market returns of 15.0% for more than five years in order to reach the average
gross long-term return estimate, the application of the five-year maximum
duration

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limitation would result in an acceleration of DAC amortization. Conversely,
actual market returns resulting in assumed future market returns of 0.0% for
more than five years would result in a required deceleration of DAC
amortization. As of December 31, 2021, current projections of future returns
assume a 0.0% annualized return for the next nine quarters grading to a
reversion to the mean of 7.0% in nineteen quarters.

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


The following table provides an example of the sensitivity of the DAC balance of
variable annuity products and variable and interest-sensitive life insurance
relative to future return assumptions by quantifying the adjustments to the DAC
balance that would be required assuming both an increase and decrease in the
future rate of return by 1.0%. This information considers only the effect of
changes in the future Separate Accounts rate of return and not changes in any
other assumptions used in the measurement of the DAC balance.

                        DAC Sensitivity - Rate of Return
                               December 31, 2021

                                                     Increase/(Decrease)
                                                            in DAC
                                                        (in millions)
          Decrease in future rate of return by 1%   $               (115)
          Increase in future rate of return by 1%   $                139

Estimated Fair Value of Investments


The Company's investment portfolio principally consists of public and private
fixed maturities, mortgage loans, equity securities and derivative financial
instruments, including exchange traded equity, currency and interest rate
futures contracts, total return and/or other equity swaps, interest rate swap
and floor contracts, swaptions, variance swaps, as well as equity options used
to manage various risks relating to its business operations.

Fair Value Measurements


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

When available, the estimated fair value of securities is based on quoted prices
in active markets that are readily and regularly obtainable; these generally are
the most liquid holdings and their valuation does not involve management
judgment. When quoted prices in active markets are not available, we estimate
fair value based on market standard valuation methodologies. These alternative
approaches include matrix or model pricing and use of independent pricing
services, each supported by reference to principal market trades or other
observable market assumptions for similar securities. More specifically, the
matrix pricing approach to fair value is a discounted cash flow methodology that
incorporates market interest rates commensurate with the credit quality and
duration of the investment. For securities with reasonable price transparency,
the significant inputs to these valuation methodologies either are observable in
the market or can be derived principally from or corroborated by observable
market data. When the volume or level of activity results in little or no price
transparency, significant inputs no longer can be supported by reference to
market observable data but instead must be based on management's estimation and
judgment. Substantially the same approach is used by us to measure the fair
values of freestanding and embedded derivatives with exception for consideration
of the effects of master netting agreements and collateral arrangements as well
as incremental value or risk ascribed to changes in own or counterparty credit
risk.

As required by the accounting guidance, we categorize our assets and liabilities
measured at fair value into a three-level hierarchy, based on the priority of
the inputs to the respective valuation technique, giving the highest priority to
quoted prices in active markets for identical assets and liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). For additional
information regarding the key estimates and assumptions surrounding the
determinations of fair value measurements, see Note 8 of the Notes to these
Consolidated Financial Statements.

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Impairments and Valuation Allowances


The carrying values of fixed maturities classified as AFS are reported at fair
value. Changes in fair value are reported in OCI, net of allowance for credit
losses, policy related amounts and deferred income taxes. With the adoption of
the Financial Instruments-Credit Losses standard, changes in credit losses are
recognized in investment gains (losses), net.

With the assistance of our investment advisors, we evaluate AFS debt securities
that experience a decline in fair value below amortized cost for credit losses
which are evaluated in accordance with the financial instruments credit losses
guidance. The remainder of the unrealized loss related to other factors, if any,
is recognized in OCI. Integral to this review is an assessment made each
quarter, on a security-by-security basis, by our IUS Committee, of various
indicators of credit deterioration to determine whether the investment security
has experienced a credit loss. This assessment includes, but is not limited to,
consideration of the severity of the unrealized loss, failure, if any, of the
issuer of the security to make scheduled payments, actions taken by rating
agencies, adverse conditions specifically related to the security or sector, the
financial strength, liquidity and continued viability of the issuer.

We recognize an allowance for credit losses on AFS debt securities with a
corresponding adjustment to earnings rather than a direct write down that
reduces the cost basis of the investment, and credit losses are limited to the
amount by which the security's amortized cost basis exceeds its fair value. Any
improvements in estimated credit losses on AFS debt securities are recognized
immediately in earnings. We do not use the length of time a security has been in
an unrealized loss position as a factor, either by itself or in combination with
other factors, to conclude that a credit loss does not exist, as was permitted
to do prior to January 1, 2020.

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

Write-offs of AFS debt securities are recorded when all or a portion of a
financial asset is deemed uncollectible. Full or partial write-offs are recorded
as reductions to the amortized cost basis of the AFS debt security and deducted
from the allowance in the period in which the financial assets are deemed
uncollectible. We elected to reverse accrued interest deemed uncollectible as a
reversal of interest income. In instances where we collect cash that has
previously been written off, the recovery will be recognized through earnings or
as a reduction of the amortized cost basis for interest and principal,
respectively.

Mortgage loans are stated at unpaid principal balances, net of unamortized
discounts and valuation allowances. For collectively evaluated mortgages, the
Company estimates the allowance for credit losses based on the amortized cost
basis of its mortgages over their expected life using a PD / LGD model. For
individually evaluated mortgages, the Company continues to recognize valuation
allowances based on the present value of expected future cash flows discounted
at the loan's original effective interest rate or on its collateral value if the
loan is collateral dependent.

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

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

•DSC ratio-Derived from actual operating earnings divided by annual debt
service. If the ratio is below 1.0x, then the income from the property does not
support the debt.

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

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

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

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

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

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

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


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

For problem mortgage loans a valuation allowance is established to provide for
the risk of credit losses inherent in the lending process. The allowance
includes loan specific reserves for loans determined to be non-performing as a
result of the loan review process. A non-performing loan is defined as a loan
for which it is probable that amounts due according to the contractual terms of
the loan agreement will not be collected. The loan specific portion of the loss
allowance is based on our assessment as to ultimate collectability of loan
principal and interest. Valuation allowances for a non-performing loan are
recorded based on the present value of expected future cash flows discounted at
the loan's effective interest rate or based on the fair value of the collateral
if the loan is collateral dependent. The valuation allowance for mortgage loans
can increase or decrease from period to period based on such factors.

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

Mortgage loans are placed on nonaccrual status once management believes the
collection of accrued interest is doubtful. Once mortgage loans are classified
as nonaccrual mortgage loans, interest income is recognized under the cash basis
of accounting and the resumption of the interest accrual would commence only
after all past due interest has been collected or the mortgage loan on real
estate has been restructured to where the collection of interest is considered
likely.

See Notes 2 and 3 of the Notes to these Consolidated Financial Statements for
additional information relating to our determination of the amount of allowances
and impairments.

Derivatives

We use freestanding derivative instruments to hedge various capital market risks
in our products, including: (i) certain guarantees, some of which are reported
as embedded derivatives; (ii) current or future changes in the fair value of our
assets and liabilities; and (iii) current or future changes in cash flows. All
derivatives, whether freestanding or embedded, are required to be carried on the
balance sheet at fair value with changes reflected in either net income (loss)
or in OCI, depending on the type of hedge. Below is a summary of critical
accounting estimates by type of derivative.

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Freestanding Derivatives


The determination of the estimated fair value of freestanding derivatives, when
quoted market values are not available, is based on market standard valuation
methodologies and inputs that management believes are consistent with what other
market participants would use when pricing such instruments. Derivative
valuations can be affected by changes in interest rates, foreign currency
exchange rates, financial indices, credit spreads, default risk, nonperformance
risk, volatility, liquidity and changes in estimates and assumptions used in the
pricing models. See Note 8 of the Notes to these Consolidated Financial
Statements for additional details on significant inputs into the OTC derivative
pricing models and credit risk adjustment.

Embedded Derivatives


We issue variable annuity products with guaranteed minimum benefits, some of
which are embedded derivatives measured at estimated fair value separately from
the host variable annuity product, with changes in estimated fair value reported
in net derivative gains (losses). The estimated fair values of these embedded
derivatives are determined based on the present value of projected future
benefits minus the present value of projected future fees attributable to the
guarantee. The projections of future benefits and future fees require capital
markets and actuarial assumptions, including expectations concerning
policyholder behavior. A risk-neutral valuation methodology is used under which
the cash flows from the guarantees are projected under multiple capital market
scenarios using observable risk-free rates.

Market conditions including, but not limited to, changes in interest rates,
equity indices, market volatility and variations in actuarial assumptions,
including policyholder behavior, mortality and risk margins related to
non-capital market inputs, as well as changes in our nonperformance risk
adjustment may result in significant fluctuations in the estimated fair value of
the guarantees that could materially affect net income. Changes to actuarial
assumptions, principally related to contract holder behavior such as
annuitization utilization and withdrawals associated with GMIB riders, can
result in a change of expected future cash outflows of a guarantee between the
accrual-based model for insurance liabilities and the fair-value based model for
embedded derivatives. See Note 2 of the Notes to these Consolidated Financial
Statements for additional information relating to the determination of the
accounting model. Risk margins are established to capture the non-capital market
risks of the instrument which represent the additional compensation a market
participant would require to assume the risks related to the uncertainties in
certain actuarial assumptions. For direct liabilities, risk margins are applied
to non-capital market risk assumptions, while for reinsurance asset risk margins
are based on the cost of capital a theoretical market participant would require
to assume the risks. The establishment of risk margins requires the use of
significant management judgment, including assumptions of the amount and cost of
capital needed to cover the guarantees.

With respect to assumptions regarding policyholder behavior, we have recorded
charges, and in some cases benefits, in prior years as a result of the
availability of sufficient and credible data at the conclusion of each review.


We ceded the risk associated with certain of the variable annuity products with
GMxB features described in the preceding paragraphs. The value of the embedded
derivatives on the ceded risk is determined using a methodology consistent with
that described previously for the guarantees directly written by us with the
exception of the input for nonperformance risk that reflects the credit of the
reinsurer. However, because certain of the reinsured guarantees do not meet the
definition of an embedded derivative and, thus are not accounted for at fair
value, significant fluctuations in net income may occur when the change in the
fair value of the reinsurance recoverable is recorded in net income without a
corresponding and offsetting change in fair value of the directly written
guaranteed liability.

Nonperformance Risk Adjustment


The valuation of our embedded derivatives includes an adjustment for the risk
that we fail to satisfy our obligations, which we refer to as our nonperformance
risk. The nonperformance risk adjustment, which is captured as a spread over the
risk-free rate in determining the discount rate to discount the cash flows of
the liability, is determined by taking into consideration publicly available
information relating to spreads on corporate bonds in the secondary market
comparable to Holdings' financial strength rating.

The table below illustrates the impact that a range of reasonably likely
variances in credit spreads would have on our consolidated balance sheet,
excluding the effect of income tax, related to the embedded derivative valuation
on certain variable annuity products measured at estimated fair value. Even when
credit spreads do not change, the impact of the nonperformance risk adjustment
on fair value will change when the cash flows within the fair value measurement
change. The table only reflects the impact of changes in credit spreads on our
consolidated financial statements included elsewhere herein and not these other
potential changes. In determining the ranges, we have considered current market
conditions, as well as the market level of

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spreads that can reasonably be anticipated over the near term. The ranges do not
reflect extreme market conditions such as those experienced during the 2008-2009
financial crisis as we do not consider those to be reasonably likely events in
the near future.

                                                                   Future policyholders'
                                                                    benefits and other
                                                                policyholders' liabilities
                                                                (before reinsurance ceded)
                                                                       (in billions)
100% increase in Holdings' credit spread                        $           

7.2

As reported                                                     $           

8.5

50% decrease in Holdings' credit spread                         $           

9.4

See Note 4 of the Notes to the Consolidated Financial Statements for additional
information on our derivatives and hedging programs.

Goodwill


Goodwill represents the excess of purchase price over the estimated fair value
of identifiable net assets acquired in a business combination. We test goodwill
for recoverability each annual reporting period at December 31 and at interim
periods if facts or circumstances are indicative of potential impairment. As of
December 31, 2021, our goodwill of $4.6 billion results solely from our
investment in AB and is attributed to the Investment Management and Research
segment, also deemed a reporting unit for purpose of assessing the
recoverability of that goodwill.

Estimating the fair value of reporting units for the purpose of goodwill
impairment testing is a subjective process that involves the use of significant
judgements by management. Estimates of fair value are inherently uncertain and
represent management's reasonable expectation regarding future developments,
giving consideration to internal strategic plans and general market and economic
forecasts. On an annual basis, or when circumstances warrant, goodwill is tested
for impairment utilizing the market approach, where the fair value of the
reporting unit is based on its adjusted market valuation assuming a control
premium.

Litigation and Regulatory Contingencies


We are a party to a number of legal actions and are involved in a number of
regulatory investigations. Given the inherent unpredictability of these matters,
it is difficult to estimate the impact on our financial position, results of
operations and cash flows.

Liabilities are established when it is probable that a loss has been incurred
and the amount of the loss can be reasonably estimated. On a quarterly and
annual basis, we review relevant information with respect to liabilities for
litigation, regulatory investigations and litigation-related contingencies to be
reflected in our consolidated financial statements included elsewhere herein.
See Note 17 of the Notes to the Consolidated Financial Statements for
information regarding our assessment of litigation contingencies.

Income Taxes


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

Significant management judgment is required in determining the provision for
income taxes and deferred tax assets and liabilities, and in evaluating our tax
positions including evaluating uncertainties under the guidance for Accounting
for Uncertainty in Income Taxes. Under the guidance, we determine whether it is
more likely than not that a tax position will be sustained upon examination by
the appropriate taxing authorities before any part of the benefit can be
recorded in the financial

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statements. Tax positions are then measured at the largest amount of benefit
that is greater than 50 percent likely of being realized upon settlement.

Our tax positions are reviewed quarterly, and the balances are adjusted as new
information becomes available.

Adoption of New Accounting Pronouncements

See Note 2 of the Notes to these Consolidated Financial Statements for a
complete discussion of newly issued accounting pronouncements.

Part II, Item 7A.

Older

Public Storage Reports Results for the Fourth Quarter and Year Ended December 31, 2021

Newer

FEDNAT HOLDING CO FILES (8-K) Disclosing Results of Operations and Financial Condition, Financial Statements and Exhibits

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