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

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February 21, 2023 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 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 the 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.

Global Atlantic Reinsurance Transaction


On October 3, 2022, Equitable Financial completed the transactions (the "Global
Atlantic Transaction") contemplated by the previously announced Master
Transaction Agreement, dated August 16, 2022, by and between Equitable Financial
and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled
insurance company (the "Reinsurer"), a wholly owned subsidiary of Global
Atlantic Financial Group.

At the closing of the Global Atlantic Transaction, Equitable Financial and the
Reinsurer entered into a Coinsurance and Modified Coinsurance Agreement (the
"EQUI-VEST Reinsurance Agreement"), pursuant to which Equitable Financial ceded
to the Reinsurer, on a combined coinsurance and modified coinsurance basis, a
50% quota share of approximately 360,000 legacy Group EQUI-VEST deferred
variable annuity contracts issued by Equitable Financial between 1980 and 2008,
which predominately include Equitable Financial's highest guaranteed general
account crediting rates of 3%, supported by general account assets of
approximately $4 billion and $5 billion of separate account value (the
"Reinsured Contracts"). At the closing of the Global Atlantic Transaction,
Reinsurer deposited assets supporting the general account liabilities relating
to the Reinsured Contracts into a trust account for the benefit of Equitable
Financial, which assets will secure its obligations to Equitable Financial under
the EQUI-VEST Reinsurance Agreement. Commonwealth Annuity and Life Insurance
Company, an insurance company domiciled in the Commonwealth of Massachusetts and
affiliate of Reinsurer ("Commonwealth"), provided a guarantee of Reinsurer's
payment obligation to Equitable Financial under the EQUI-VEST Reinsurance
Agreement.

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. These factors include, among others, concerns over resurgences of
COVID-19, increased volatility in the capital markets, equity market declines,
rising interest rates, inflationary pressures fueling concerns of a potential
recession, plateauing or decreasing economic growth, high fuel and energy costs,
changes in fiscal or monetary policy and geopolitical tensions. The invasion of
the Ukraine by Russian and the sanctions and other measures imposed in response
to this conflict significantly increased the level of volatility in the
financial markets and have increased the level of economic and political
uncertainty.

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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. In addition, our insurance
liabilities and derivatives are sensitive to changing market factors, including
equity market performance and interest rates, which are anticipated to continue
to rise in 2023 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 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
"Risk Factors - Risks Relating to Conditions in the Financial Markets and
Economy" and "Quantitative and Qualitative Disclosures About Market Risk."

COVID-19 Impact


COVID-19 continues to evolve, and we continue to closely monitor developments
and the impact on our business, operations and investment portfolio. Although
COVID-19 restrictions, including temporary business and school closures have
been lifted in many places, resurgences of COVID-19 in various regions and
appearances of new variants of the virus, has resulted, and may continue to
result, in their full or partial reinstitution. In addition, although many
countries have vaccinated large segments of their population, COVID-19 continues
to interrupt business activities and trade in many countries, which has caused a
significant impact on the economies and financial markets of many countries
including an economic downturn. We expect these impacts to continue for the
foreseeable future, which could adversely affect demand for our products and
services and our investment returns. Indeed, 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 factors
such as the volatility and strength of equity markets, interest rates, consumer
spending, and government debt and spending.

In response to the various pandemic related restrictions over the last few years
we have adapted our processes to meet client needs. For example, we offer our
modified underwriting policies with 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. We further developed digital tools and enhanced our remote engagement,
which is resulting in improved retention and increases in retirement plan
contributions. As businesses and the economy continue to return to pre-pandemic
activity levels, we believe we can continue to leverage our digital enhancements
to continue to grow our business, even as we return to in-person engagement and
sales.

While COVID-19 significantly affected the capital markets and economy, we
believe we have taken the appropriate actions to help assure that our economic
balance sheet is protected from 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.

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

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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."

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.

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

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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 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) is based on differing

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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 the 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
years ended December 31, 2022, 2021 and 2020 to our income (loss) from
continuing operations, before income taxes and net income (loss).

                                                                    Year Ended December 31,
                                                                       2022              2021              2020
                                                                                     (in millions)
Impact of assumption update on Net income (loss):
Variable annuity product features related assumption
update                                                              $    175          $    (91)         $ (1,531)
Assumption updates for other business                                      7               (17)           (1,060)

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

                                 182              (108)           (2,591)
Income tax benefit on assumption update                                  (38)               23               544
Net income (loss) impact of assumption update                       $    144          $    (85)         $ (2,047)


2022 Assumption Updates

The impact of the economic assumption update during 2022 was an increase of $182
million to income (loss) from continuing operations, before income taxes and an
increase to net income (loss) of $144 million.

The net impact of this assumption update on income (loss) from continuing
operations, before income taxes of $182 million, consisted of a decrease in
policy charges and fee income of $23 million, a decrease in policyholders'
benefits of $243 million, an increase in interest credited to policyholder
account balances of $1 million, an increase in net derivative losses of $80
million
and a decrease in the amortization of DAC of $43 million.

2021 Assumption Updates


The impact of the economic 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, the
reference interest rate utilized in our U.S. GAAP fair value calculations was
updated from the LIBOR swap curve to the US Treasury curve due to the impending
cessation of LIBOR and our U.S. GAAP fair value liability risk margins were
increased, resulting in little impact to overall valuation as our view regarding
market participant pricing of our guarantees has not changed at this time.

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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.

Model Changes

There were no material model changes during 2022 and 2021.

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 2022, 2021 and 2020 by segment and
Corporate and Other.

Year Ended December 31, (1)

                                                                           2022               2021             2020

Impact of assumption updates by segment:
Individual Retirement                                                  $      (13)         $   (47)         $   (28)
Group Retirement                                                               34               35               (3)
Protection Solutions                                                            7               20                4
Impact of assumption updates on Corporate and Other                             -                -              (12)
Total impact on pre-tax Non-GAAP Operating Earnings                    $       28          $     8          $   (39)


2022 Assumption Updates

The impact of our 2022 annual review on Non-GAAP operating earnings was
favorable by $28 million before taking into consideration the tax impacts or $22
million
after tax. For Individual Retirement segment, the impacts primarily
reflect updated

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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 decreased
Policy charges and fee income by $23 million, decreased Policyholders' benefits
by $9 million, and decreased Amortization of DAC by $43 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.

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 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 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.

Productivity Strategies

Retirement and Protection Businesses


As part of our continuing efforts to drive productivity improvements, in January
2021, we began a new program expected to achieve $80 million of targeted
run-rate expense savings by 2023, of which $50 million has been achieved as of
December 31, 2022. We expect to achieve these savings 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 1,063 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, 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; (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; and (iv) DAC amortization for the SCS variable
annuity product arising from near-term fluctuations in index segment returns;

•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, lease write-offs related to non-recurring
restructuring activities, 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 and realized capital gains/losses from sales
or disposals of select securities, certain legal accruals; and a bespoke deal to
repurchase UL policies from one entity that had invested in numerous policies
purchased in the life settlement market, which disposed of the risk of
additional COI litigation by that entity related to those UL policies; 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.

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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.

The table below presents a reconciliation of net income (loss) attributable to
Holdings to Non-GAAP Operating Earnings for the years ended December 31, 2022,
2021 and 2020:

                                                                   Year Ended December 31,
                                                         2022                2021                2020
                                                                        (in millions)

Net income (loss) attributable to Holdings $ 1,785 $

    (439)         $     (648)
Adjustments related to:
Variable annuity product features (1)                    (1,315)              4,145               3,912
Investment (gains) losses                                   945                (867)               (744)

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

                     82                 120                 109
Other adjustments (2) (3) (4) (5)                           552                 717                 952
Income tax expense (benefit) related to above
adjustments (6)                                             (56)               (864)               (888)
Non-recurring tax items (7)                                  16                  13                (391)
Non-GAAP Operating Earnings                         $     2,009          $  

2,825 $ 2,302

___________

(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)Includes separation costs of $82 million and $108 million for the years ended
December 31, 2021 and 2020, respectively. Separation costs were completed during
2021.
(4)Includes Non-GMxB related derivative hedge losses of ($34) million, $65
million and ($404) million for the years ended December 31, 2022, 2021 and 2020,
respectively.
(5)Includes certain gross legal expenses related to the cost of insurance
litigation and claims related to a commercial relationship of $218 million and
$207 million for the year ended December 31, 2022 and 2021, respectively.
Includes policyholder benefit costs of $75 million for the year ended December
31, 2022.
(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


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. 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.

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, 2022.

                                                                           Year Ended December 31,
                                                                                    2022
                                                                                (in millions)
Net income (loss) available to Holdings' common shareholders               $           1,705

Average equity attributable to Holdings' common shareholders, excluding
AOCI

                                                                       $           9,088

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

                                                                          18.8     %

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

           1,929
Average equity attributable to Holdings' common shareholders, excluding
AOCI                                                                       $           9,088
Non-GAAP Operating ROE                                                                  21.2     %



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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, 2022, 2021 and
2020.

                                                                    Year Ended December 31,
                                                          2022                 2021                2020
                                                                      (per share amounts)
Net income (loss) attributable to Holdings (1)      $      4.70            $    (1.05)         $    (1.44)
Less: Preferred stock dividends                            0.21                  0.19                0.12
Net income (loss) available to Holdings' common
shareholders                                               4.49                 (1.24)              (1.56)
Adjustments related to:
Variable annuity product features (2)                     (3.46)                 9.93                8.68
Investment (gains) losses                                  2.49                 (2.08)              (1.65)

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

                   0.22                  0.29                0.24
Other adjustments (3) (4) (5) (6)                          1.45                  1.72                2.12
Income tax expense (benefit) related to above
adjustments (7)                                           (0.15)                (2.07)              (1.97)
Non-recurring tax items (8)                                0.04                  0.03               (0.87)
Non-GAAP operating earnings                         $      5.08            

$ 6.58 $ 4.99

______________

(1)For periods presented with a net loss, basic shares was used for the years
ended December 31, 2022, 2021 and 2020.
(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 and $0.24 for the years ended December 31,
2021 and 2020, respectively. Separation costs were completed during 2021.
(5)Includes Non-GMxB related derivative hedge losses of ($0.09), $0.14 and
($0.90) for the years ended December 31, 2022 and 2021, respectively.
(6)Includes certain gross legal expenses related to the cost of insurance
litigation and claims related to a commercial relationship of $0.57 and $0.50
for the years ended December 31, 2022 and 2021, respectively. Includes
policyholder benefit costs of $0.20 for the year ended December 31, 2022
stemming from a deal to repurchase UL policies from one entity that had invested
in numerous policies purchased in the life settlement market. 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

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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.

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 average economic interest in AB was approximately 64%, 65% and 65% for the
years ended December 31, 2022, 2021 and 2020 respectively. The slight decrease
was due to the issuance of AB Units relating to AB's 100% acquisition of CarVal
Investments L.P. ("CarVal"). On July 1, 2022, AB issued 3.2 million AB Units
(with a fair value of $133 million) with the remaining 12.1 million AB units
(with a fair value of $456 million) issued on November 1, 2022. AB also recorded
a contingent consideration payable of $229 million (to be paid predominantly in
AB Units) based on CarVal achieving certain performance objectives over a
six-year period ending December 31, 2027.

Consolidated Results of Operations

The following table summarizes our consolidated statements of income (loss) for
the years ended December 31, 2022, 2021 and 2020:

                    Consolidated Statement of Income (Loss)

                                                                                  Year Ended December 31,
                                                                                      2022                2021             2020
                                                                                       (in millions, except per share data)

REVENUES

Policy charges and fee income                                               

$ 3,241 $ 3,637 $ 3,735
Premiums

                                                                                  994              960              997
Net derivative gains (losses)                                                           1,696           (4,465)          (1,722)
Net investment income (loss)                                                            3,315            3,846            3,477
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans                            (314)               2              (58)
Other investment gains (losses), net                                                     (631)             866              802
Total investment gains (losses), net                                                     (945)             868              744
Investment management and service fees                                                  4,891            5,395            4,608
Other income                                                                              825              795              576
Total revenues                                                                         14,017           11,036           12,415


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                                                                                Year Ended December 31,
                                                                                    2022                2021             2020
                                                                                     (in millions, except per share data)
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                                               3,385            3,218            5,326
Interest credited to policyholders' account balances                                  1,409            1,219            1,222
Compensation and benefits                                                             2,199            2,360            2,096
Commissions and distribution-related payments                                         1,567            1,662            1,351
Interest expense                                                                        201              244              200
Amortization of deferred policy acquisition costs                                       542              393            1,613
Other operating costs and expenses                                                    2,189            2,109            1,700
Total benefits and other deductions                                                  11,492           11,205           13,508
Income (loss) from continuing operations, before income taxes                         2,525             (169)          (1,093)
Income tax (expense) benefit                                                           (499)             145              744
Net income (loss)                                                                     2,026              (24)            (349)

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

                                                                                241              415              299
Net income (loss) attributable to Holdings                                            1,785             (439)            (648)
Less: Preferred stock dividends                                                          80               79               53
Net income (loss) available to Holdings' common shareholders                

$ 1,705 $ (518) $ (701)


EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings' common shareholders per
common share:
Basic                                                                         $        4.52          $ (1.24)         $ (1.56)
Diluted                                                                       $        4.49          $ (1.24)         $ (1.56)
Weighted average common shares outstanding (in millions):
Basic                                                                                 377.6            417.4            450.4
Diluted                                                                               379.9            417.4            450.4


                                        Year Ended December 31,
                                                  2022         2021         2020
                                                           (in millions)
Non-GAAP Operating Earnings                     $ 2,009      $ 2,825      $ 2,302



The following table summarizes our Non-GAAP Operating Earnings per common share
for the years ended December 31, 2022, 2021 and 2020:

                                                          Year Ended December 31,
                                                                      2022        2021        2020

Non-GAAP operating earnings per common share:
Basic                                                               $ 5.11      $ 6.58      $ 4.99
Diluted                                                             $ 5.08      $ 6.58      $ 4.99



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Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

Net Income Attributable to Holdings


Net income attributable to Holdings increased by $2.2 billion to a net income of
$1.8 billion for the year ended December 31, 2022 from a net loss of $439
million for the year ended December 31, 2021. The following notable items were
the primary drivers for the change in net income (loss):

Favorable items included:


•Net derivative gains increased $6.2 billion from a $4.5 billion loss in prior
period driven by reduced interest rate derivative positions and equity market
depreciation during 2022 as compared to equity market appreciation in 2021.

•Compensation, benefits and other operating expenses decreased by $81 million
mainly due to lower fund expenses as a result of lower average assets due to the
Venerable Transaction, lower separation expenses, lower legal reserve accruals,
reduced compensation & benefits and continued improvement from our efficiency
program partially offset by higher general and administrative expenses in our
Investment Management and Research segment and unfavorable COLI impacts related
to 2022 equity market depreciation.

•Commissions and distribution-related payments decreased by $95 million mainly
due to lower payments to financial intermediaries for the distribution of AB
mutual funds in our Investment Management and Research segment, lower AV in our
Individual Retirement segment related to equity market depreciation during 2022
partially offset by higher sales of Employee Benefits products in our Protection
Solutions segment.

•Net income attributable to noncontrolling interest decreased by $174 million
mainly due to losses from AB's consolidated VIEs and lower AB pre-tax income.

These were partially offset by the following unfavorable items:


•Investment gains decreased by $1.8 billion mainly due to rebalancing in the
General Account portfolio associated with the Venerable Transaction in 2021 and
Global Atlantic Transaction in 2022 and the duration program during 2022.

•Fee-type revenue decreased by $836 million mainly driven by lower fees
primarily from our Individual Retirement segment as a result of lower average
Separate Accounts AV due to lower equity markets and the impact of AV ceded to
Venerable and lower fees in our Investment Management and Research segment.

•Net investment income decreased by $531 million mainly due to lower alternative
investment income, lower assets due to the Venerable and Global Atlantic
transactions, and lower income from seed capital investments (offset by hedging
gains in derivatives), partially offset by higher income from floating rate
securities, higher SCS asset balances and GA optimization.

•Interest credited to policyholders' account balances increased by $190 million
mainly due to increased interest rates and average outstanding amounts of
funding agreements and growth of SCS AV during 2022.


•Policyholders' benefits increased by $167 million mainly due to equity market
depreciation during 2022 compared to equity market appreciation during 2021
(offset in Net Derivative gains), higher claims in Individual Retirement segment
and higher life mortality net of PFBL reserve accruals partially offset by the
impact of the Venerable Transaction on the GMxB reserve accrual.

•Amortization of DAC increased by $149 million mainly due to equity market
depreciation and less favorable assumption updates during 2022 compared to 2021.


•Income tax expense increased by $644 million primarily due to pre-tax income in
the year ended 2022 compared to a pre-tax loss in the year ended 2021, and a
higher effective tax rate in the year ended 2022.

See "-Significant Factors Impacting Our Results-Effect of Assumption Updates on
Operating Results" for more information regarding assumption updates.

Non-GAAP Operating Earnings


Non-GAAP Operating Earnings decreased by $816 million to $2.0 billion for the
year ended December 31, 2022 from $2.8 billion in the year ended December 31,
2021. The following notable items were the primary drivers for the change in
Non-GAAP Operating Earnings.

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Unfavorable items included:


•Fee-type revenue decreased by $852 million mainly driven by lower fees
primarily from our Individual Retirement segment as a result of lower average
Separate Accounts AV due to lower equity markets and the impact of AV ceded to
Venerable and lower fees in our Investment Management and Research segment.

•Net investment income decreased by $410 million mainly due to lower alternative
investment income, lower assets due to the Venerable and Global Atlantic
transactions, and lower income from seed capital investments (offset by hedging
gains in derivatives) partially offset by higher income from floating rate
securities, higher SCS asset balances and GA optimization.

•Policyholders' benefits increased by $412 million mainly due to the equity
market depreciation during 2022 compared to equity market appreciation during
2021 (offset in Net Derivative gains), higher claims in Individual Retirement
segment and higher life mortality net of PFBL reserve accruals, partially offset
by the impact of the Venerable Transaction on the GMxB reserve accrual.

•Interest credited to policyholders' account balances increased by $190 million
mainly due to increased interest rates and average outstanding amounts of
funding agreements and growth of SCS AV during 2022.

•Amortization of DAC increased by $98 million mainly due to equity market
depreciation and less favorable assumption updates during 2022 compared to 2021.

These were partially offset by the following favorable items:


•Net derivative gains increased $742 million from a $208 million loss in the
prior period mainly due to equity market depreciation (offset in Policyholders'
benefits) during 2022.

•Commissions and distribution-related payments decreased by $95 million mainly
due to lower payments to financial intermediaries for the distribution of AB
mutual funds in our Investment Management and Research segment, lower AV in our
Individual Retirement segment related to equity market depreciation during 2022
partially offset by higher sales of Employee Benefits products in our Protection
Solutions segment.

•Earnings attributable to the noncontrolling interest decreased by $89 million
mainly due to lower pre-tax Operating earnings in our Investment Management and
Research segment.

•Compensation, benefits and other operating costs and expenses decreased by $42
million mainly due to lower fund expenses as a result of lower average assets
due to the Venerable Transaction, lower legal accruals, reduced compensation &
benefits and continued improvement from our efficiency program partially offset
by higher general and administrative expenses in our Investment Management and
Research segment and unfavorable COLI impacts related to 2022 equity markets.

•Income tax expense decreased by $158 million mainly driven by lower pre-tax
earnings, partially offset by a higher effective tax rate.

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

Net Income Attributable to Holdings


For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our Annual Report on
Form 10-K for the year ended December 31, 2021 ("2021 Form 10-K").

Non-GAAP Operating Earnings

For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our 2021 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 the Consolidated Financial
Statements for further information on our segments.

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The following table summarizes operating earnings (loss) on our segments and
Corporate and Other for the years ended December 31, 2022, 2021 and 2020:

                                                       Year Ended December 31,
                                                                 2022         2021         2020
                                                                          (in millions)
Operating earnings (loss) by segment:
Individual Retirement                                          $ 1,140      $ 1,444      $ 1,536
Group Retirement                                                   525          631          491
Investment Management and Research                                 424          564          432
Protection Solutions                                               179          317          146
Corporate and Other                                               (259)        (131)        (303)
Non-GAAP Operating Earnings                                    $ 2,009      $ 2,825      $ 2,302

Effective Tax Rates by Segment


For 2022, 2021 and 2020 Income tax expense was allocated to the Company's
business segments using a 19%, 17% and 16% ETR respectively, for our retirement
and protection businesses (Individual Retirement, Group Retirement, and
Protection Solutions) and a 28%, 27% and 27% 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,
                                         2022         2021         2020
                                                  (in millions)
Operating earnings                     $ 1,140      $ 1,444      $ 1,536




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Key components of operating earnings are:

                                                                            Year Ended December 31,
                                                                               2022              2021              2020
                                                                                             (in millions)

REVENUES

Policy charges, fee income and premiums                                     $  1,513          $  1,867          $  2,034
Net investment income                                                          1,308             1,287             1,246
Net derivative gains (losses)                                                    495              (128)              331
Investment management, service fees and other income                             604               759               700
Segment revenues                                                            

$ 3,920 $ 3,785 $ 4,311


BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                                     $  1,142          $    720          $  1,207
Interest credited to policyholders' account balances                             373               276               312
Commissions and distribution-related payments                                    283               328               281
Amortization of deferred policy acquisition costs                                362               303               299
Compensation, benefits and other operating costs and expenses                    358               411               382
Interest expense                                                                   1                 -                 -
Segment benefits and other deductions                                       

$ 2,519 $ 2,038 $ 2,481




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

                                  December 31, 2022       December 31, 2021
                                                (in millions)
             AV (1)
             General Account     $           38,748      $           37,698
             Separate Accounts               57,011                  74,206
             Total AV            $           95,759      $          111,904

(1)AV presented are net of reinsurance.

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

                                                                          Year Ended December 31,
                                                                                2022               2021               2020
                                                                                              (in millions)
Balance as of beginning of period                                           $ 111,904          $ 117,390          $ 108,922
Gross premiums                                                                 11,746             11,249              7,493
Surrenders, withdrawals and benefits                                          (10,046)           (12,143)            (8,622)
Net flows (1)                                                                   1,700               (894)            (1,129)

Investment performance, interest credited and policy
charges (1)

                                                                   (17,845)            12,316              9,606
Ceded to Venerable (2)                                                              -            (16,927)                 -
Reclassified to Liabilities held for sale                                           -                  -                 (3)
Other (3) (4)                                                                       -                 19                 (6)
Balance as of end of period                                                 $  95,759          $ 111,904          $ 117,390


______________
(1)For the years ended December 31, 2022 and 2021, net flows of ($312) million
and ($830) million and investment performance, interest credited and policy
charges of $689 million and $589 million, respectively, are excluded as these
amounts are related to ceded AV to Venerable.
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(2)Effective June 1, 2021, AV excludes activity related to ceded AV to
Venerable. In addition, 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 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 and $57
million of AV transfer of a closed block of GMxB business from the Group
Retirement Segment to the Individual Retirement Segment.
(4)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.

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 for
the Individual Retirement Segment

Operating earnings


Operating earnings decreased $304 million to $1.1 billion during the year ended
December 31, 2022 from $1.4 billion in the year ended December 31, 2021. The
following notable items were the primary drivers of the change in operating
earnings:


Unfavorable items included:

•Fee-type revenue decreased by $420 million mainly due to lower average Separate
Accounts AV as result of lower equity markets and the impact of AV ceded to
Venerable, partially offset by commission reimbursements in Other Income.

•Interest credited to policyholders' account balances increased by $97 million
mainly due to the growth of SCS AV during 2022.

•Amortization of DAC increased by $59 million mainly due to equity market
depreciation during 2022 compared to equity market appreciation in 2021.

These were partially offset by the following favorable items:


•Net GMxB results increased $92 million primarily due to improved GMxB margin
from the Venerable Transaction, which mitigated the higher claims in 2022. GMxB
results are included in policy charges and fee income, net derivative gains
(losses), and policyholders' benefits.

•Compensation, benefits and other operating costs and expenses decreased by $53
million
primarily due to lower compensation related expenses, primarily
associated with lower headcount, and lower subadvisory fees.

•Commissions and distribution-related payments decreased by $45 million mainly
due to lower AV due to equity market depreciation during 2022.


•Net investment income increased by $21 million mainly due to higher income from
floating rate securities, higher SCS asset balances and GA optimization,
partially offset by lower alternative investment income, lower prepayments and
lower assets due to the Venerable transaction.

•Income tax expense decreased by $42 million mainly driven by lower pre-tax
earnings partially offset by a higher effective tax rate in 2022.

Net Flows and AV


•The decline in AV of $16.1 billion in the year ended December 31, 2022 was
driven by a decrease in investments performance and interest credited to account
balances, net of policy charges of $17.8 billion as a result of equity market
depreciation in 2022, partially offset by net inflows of $1.7 billion.

•Net inflows of $1.7 billion were $2.6 billion higher than in the year ended
December 31, 2021, mainly driven by $3.9 billion of inflows on our newer, less
capital-intensive products, partially offset by $2.2 billion of outflows on our
older fixed-rate GMxB block.

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

Operating earnings

For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our 2021 Form 10-K.

Net Flows and AV

For discussion on net flows and AV comparative results for the year ended
December 31, 2021 to the year ended December 31, 2020 refer to the MD&A section
in our 2021 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,
                                            2022       2021       2020
                                                   (in millions)
Operating earnings                         $ 525      $ 631      $ 491

Key components of operating earnings are:

                                                                            Year Ended December 31,
                                                                                2022             2021             2020
                                                                                            (in millions)

REVENUES

Policy charges, fee income and premiums                                      $   318          $   371          $   295
Net investment income                                                            624              752              641
Net derivative (losses) gains                                                    (25)             (19)               1
Investment management, service fees and other income                             256              268              211
Segment revenues                                                            

$ 1,173 $ 1,372 $ 1,148


BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                                      $     -          $     -          $     2
Interest credited to policyholders' account balances                             281              303              303
Commissions and distribution-related payments                                     57               56               45
Amortization of deferred policy acquisition costs                                 12                -               21
Compensation, benefits and other operating costs and expenses                    177              248              192
Interest expense                                                                   1                -                -
Segment benefits and other deductions                                       

$ 528 $ 607 $ 563

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

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                                                December 31,
                                             2022          2021
                                               (in millions)
AV and AUA
General Account                           $  9,175      $ 13,046

Separate Accounts and Mutual Funds (1) 22,830 34,763
Total AV and AUA (2)

                      $ 32,005      $ 47,809


____________

(1) Prior period amounts related to Separate Account AV and Mutual Funds AUA
were revised to include Mutual Fund AUA. The impact of the revision to December
31, 2021 total AV and AUA was $457 million.
(2)  AV presented are net of reinsurance.

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

                                                                          Year Ended December 31,
                                                                             2022              2021              2020
                                                                                           (in millions)
Balance as of beginning of period (1)                                     $ 47,809          $ 42,756          $ 37,880
Gross premiums                                                               4,448             3,839             3,343
Surrenders, withdrawals and benefits                                        (3,814)           (4,016)           (3,047)
Net flows (1) (3)                                                              634              (177)              296
Investment performance, interest credited and policy charges
(1) (3)                                                                     (7,075)            5,287             4,283
Ceded to Global Atlantic (4)                                                (9,363)                -                 -
Other (2)                                                                        -               (57)                -
Balance as of end of period                                               $ 32,005          $ 47,809          $ 42,459


____________
(1)Prior period amounts related to the AV and AUA roll-forward were updated to
include Mutual Fund AUA. The impact of the revision to the beginning balance of
the year ended December 31, 2021 was $297 million. Net Flows revision impact for
the year ended December 31, 2021 was $129 million. Investment performance,
interest credited and policy charges revision impact for the year ended December
31, 2021 was $30 million.
(2)For the year ended December 31, 2021, amounts reflect AV transfer of GMxB
closed block business from Group Retirement Segment to the Individual Retirement
Segment.
(3)For the year ended December 31, 2022, net outflows of $179 million and
investment performance, interest credited and policy charges of ($422) million,
respectively, are excluded as these amounts are related to ceded AV to Global
Atlantic.
(4)Effective October 3, 2022, AV excludes activity related to ceded AV to Global
Atlantic Transaction. In addition, roll-forward reflects the AV ceded pursuant
to the Global Atlantic Transaction as of the transaction date. For additional
information on the Global Atlantic Transaction see MD&A - Executive Summary
"Global Atlantic Reinsurance Transaction".

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Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 for
the Group Retirement Segment


Operating earnings

Operating earnings decreased by $106 million to $525 million during the year
ended December 31, 2022 from $631 million during the year ended December 31,
2021. The following notable items were the primary drivers of the change in
operating earnings:

Unfavorable items included:

•Net investment income decreased by $128 million primarily due to lower
alternative investment income, lower prepayments and lower assets from the
Global Atlantic Transaction partially offset by higher income from floating rate
securities and GA optimization.

•Fee-type revenue decreased by $65 million due to lower average Separate Account
AV from market depreciation and ceded assets from the Global Atlantic
Transaction.

•Amortization of DAC increased by $12 million mainly due to a one-time positive
adjustment in 2021.

These were partially offset by the following favorable items:

•Compensation, benefits and other operating costs and expenses decreased by $71
million
mainly due to one-time litigation expense in 2021.

•Interest credited to policyholders' account balances decreased by $22 million
mainly due to the portion of policies ceded from the Global Atlantic
Transaction.

•Income tax expense decreased by $14 million primarily driven by lower pretax
earnings partially offset by a higher effective tax rate in 2022.

Net Flows and AV

•The decrease in AV of $15.8 billion in the year ended December 31, 2022 was
primarily due to the Global Atlantic Transaction and market depreciation,
partially offset by net inflows of $634 million.

•Net inflows of $634 million increased by $811 million compared to 2021, driven
by net outflows from the portion of policies ceded pursuant to the Global
Atlantic Transaction, gross premiums reflecting strong sales and client
engagement, partially offset by modestly higher outflows.

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


Operating earnings

For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our 2021 Form 10-K.

Net Flows and AV

For discussion on net flows and AV comparative results for the year ended
December 31, 2021 to the year ended December 31, 2020 refer to the MD&A section
in our 2021 Form 10-K.

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
average economic interest in AB of approximately 64%, 65% and 65% during years
ended December 31, 2022, 2021 and 2020.

                                       92
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                                  Year Ended December 31,
                                               2022       2021       2020
                                                      (in millions)
Operating earnings                            $ 424      $ 564      $ 432


Key components of operating earnings are:

                                                                           Year Ended December 31,
                                                                               2022             2021             2020
                                                                                           (in millions)
REVENUES

Net investment income                                                       $   (43)         $    13          $    31
Net derivative gains (losses)                                                    41              (13)             (36)
Investment management, service fees and other income                          4,107            4,430            3,708
Segment revenues                                                            

$ 4,105 $ 4,430 $ 3,703

BENEFITS AND OTHER DEDUCTIONS


Commissions and distribution related payments                               

$ 630 $ 708 $ 569


Compensation, benefits and other operating costs and expenses                 2,519            2,507            2,211
Interest expense                                                                 18                5                6
Segment benefits and other deductions                                       $ 3,167          $ 3,220          $ 2,786




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

                                                    Year Ended December 31,
                                                              2022         2021         2020
                                                                       (in billions)
Balance as of beginning of period                           $ 778.6      $ 685.9      $ 622.9
Long-term flows
Sales/new accounts                                            115.6        150.0        124.1
Redemptions/terminations                                      (95.4)      (103.8)      (109.3)
Cash flow/unreinvested dividends                              (23.8)       (20.1)       (17.4)
Net long-term inflows (outflows) (2)                           (3.6)        26.1         (2.6)
Adjustments (1)                                                (0.4)           -            -
Acquisition (3)                                                12.2            -          0.2

Market appreciation (depreciation)                           (140.4)        66.6         65.4
Net change                                                   (132.2)        92.7         63.0
Balance as of end of period                                 $ 646.4      $ 778.6      $ 685.9


__________
(1)Approximately $0.4 billion of Institutional AUM was removed from AB total
assets under management during the second quarter 2022 due to a change in the
fee structure.
(2)Net flows include $4.5 billion and $1.3 billion of AXA redemptions for 2022
and 2021, respectively.
(3)The CarVal acquisition added approximately $12.2 billion of Institutional AUM
in the third quarter 2022.

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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,
                                                                    2022         2021         2020
                                                                             (in billions)
Distribution Channel:
Institutions                                                      $ 308.4      $ 325.7      $ 285.9
Retail                                                              267.8        291.0        236.5
Private Wealth                                                      110.3        114.1         97.1
Total                                                             $ 686.5      $ 730.8      $ 619.5

Investment Service:
Equity Actively Managed                                           $ 239.7      $ 252.2      $ 179.8
Equity Passively Managed (1)                                         60.4         68.7         57.1
Fixed Income Actively Managed - Taxable                             210.0        253.1        254.4
Fixed Income Actively Managed - Tax-exempt                           54.1         53.8         47.9
Fixed Income Passively Managed (1)                                   11.5          9.6          9.4
Alternatives/Multi-Asset Solutions (2)                              110.8         93.4         70.9
Total                                                             $ 686.5      $ 730.8      $ 619.5


____________
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity of
fixed income services.

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 for
the Investment Management and Research Segment

Operating earnings


Operating earnings decreased $140 million to $424 million during the year ended
December 31, 2022 from $564 million in the year ended December 31, 2021. The
following notable items were the primary drivers of the change in operating
earnings:

Unfavorable items included:


•Fee-type revenue decreased by $323 million primarily due to lower investment
advisory base fees, performance based fees and Bernstein Research Services
revenues. The decrease in investment advisory base fees was primarily driven by
lower average AUM. The decrease in performance based fees was primarily due to
lower performance fees earned on Financial Services Opportunities, U.S. Select
Equity, Arya Partners and Private Credit Services, partially offset by higher
U.S. Real Estate Funds fees. The decrease in Bernstein Research Services
revenues were primarily driven by significantly lower customer trading activity
in Europe and Asia due to local market conditions.

•Compensation, benefits, interest expense and other operating costs increased by
$25 million mainly due to higher general and administrative costs, primarily
relating to higher professional fees, portfolio servicing fees and technology
fees, partially offset by lower compensation and benefit costs.

•Net investment income, net of derivative gains, was unfavorable by $2 million.
Net investment income decreased by $56 million mainly due to higher losses on
the seed capital investments subject to market risk, offset by an increase in
net derivative gains of $54 million mainly due to higher gains from economically
hedging the seed capital investments.

These were partially offset by the following favorable items:


•Commissions and distribution-related payments decreased by $78 million mainly
due to lower payments to financial intermediaries for the distribution of AB
mutual funds.

•Earnings attributable to noncontrolling interest decreased by $86 million due
to lower pre-tax earnings.

•Income tax expense decreased by $46 million due to lower pre-tax earnings.

                                       94
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Long-Term Net Flows and AUM


•Total AUM as of December 31, 2022 was $646.4 billion, down ($132.2) billion, or
17.0%, compared to December 31, 2021. The decrease was primarily as a result of
market depreciation of ($140.4) billion and net outflows of ($3.6) billion,
offset by the addition of $12.2 billion due to the acquisition of CarVal. Retail
net outflows were ($11.6) billion, partially offset by Institutional and Private
Wealth net inflows of $6.3 billion and $1.7 billion

•Excluding AXA redemptions of $4.5 billion, AB generated net inflows of
$0.9 billion during the year ended December 31, 2022.

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

Operating earnings

For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our 2021 Form 10-K.

Net Flows and AUM

For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our 2021 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.

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. 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,
                                                     2022       2021       2020
                                                            (in millions)
Operating earnings (loss)                           $ 179      $ 317      $ 146


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Key components of operating earnings (loss) are:

                                                                        Year Ended December 31,
                                                                            2022             2021             2020
                                                                                        (in millions)
REVENUES
Policy charges, fee income and premiums                                  $ 2,087          $ 2,016          $ 1,970
Net investment income                                                        981            1,102              944
Net derivative (losses) gains                                                (20)             (20)               5
Investment management, service fees and other income                         254              260              225
Segment revenues                                                         $ 

3,302 $ 3,358 $ 3,144


BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits                                                  $ 1,906          $ 1,850          $ 1,875
Interest credited to policyholders' account balances                         511              516              514
Commissions and distribution related payments                                191              170              160
Amortization of deferred policy acquisition costs                            112               93               84
Compensation, benefits and other operating costs and expenses                361              345              337
Interest expense                                                               1                -                -
Segment benefits and other deductions                                    $ 

3,082 $ 2,974 $ 2,970

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


                                       December 31, 2022       December 31, 

2021

                                                     (in millions)
Protection Solutions Reserves (1)
General Account                       $           18,237      $           

18,625

Separate Accounts                                 13,634                  

17,012

Total Protection Solutions Reserves   $           31,871      $           

35,637

_______________

(1)Does not include Protection Solutions Reserves for our employee benefits
business as it is a scaling 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:


                                        December 31, 2022       December 

31, 2021

                                                      (in billions)
In-force face amount by product: (1)
Universal Life (2)                     $             43.1      $             45.9
Indexed Universal Life                               27.5                    27.9
Variable Universal Life (3)                         133.4                   132.8
Term                                                211.9                   215.4
Whole Life                                            1.1                     1.2
Total in-force face amount             $            417.0      $            423.2


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

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Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 for
the Protection Solutions Segment

Operating earnings


Operating earnings decreased $138 million to $179 million during the year ended
December 31, 2022 from $317 million in the year ended December 31, 2021. The
following notable items were the primary drivers of the change in operating
earnings:

Unfavorable items included:


•Net investment income decreased by $121 million mainly due to lower alternative
investment income and lower prepayments, partially offset by higher income from
floating rate securities, TIPS, and GA optimization.

•Policyholders' benefits increased by $56 million mainly due to higher life
mortality, net of PFBL reserve accruals, and growth in Employee Benefits.

•Commissions and distribution-related payments increased by $21 million mainly
due to higher sales of Employee Benefits products.

•Amortization of DAC increased by $19 million mainly due to less favorable
assumption updates in 2022 compared to 2021.

•Compensation, benefits and other operating costs and expenses increased by $16
million
mainly due to higher consulting fees and higher travel expenses.

These were partially offset by the following favorable items:

•Fee-type revenue increased by $65 million mainly driven by higher premiums due
to growth in Employee Benefits (offset in Policyholder's benefits).

•Income tax expense decreased by $26 million primarily due to lower pre-tax
earnings, partially offset by a higher effective tax rate in 2022.

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

For discussion that compares results for the year ended December 31, 2021 to the
year ended December 31, 2020 refer to the MD&A section in our 2021 Form 10-K.

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,
                                                    2022        2021        2020
                                                           (in millions)
Operating earnings (loss)                         $ (259)     $ (131)     $ (303)


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General Account Investment Portfolio


The General Account investment portfolio is used to support the insurance and
annuity liabilities of our Individual Retirement, Group Retirement and
Protection Solutions business segments. In the first quarter 2022, the Company
changed its methodology for allocating its General Account investment portfolio,
which resulted in a change in the asset and net investment income allocation
amongst the Company's business segments. Following this change, the segmentation
of the general account investments is now more closely aligned with the
liability characteristics of the product groups. Management determined that the
change in the allocation methodology allows for improved flexibility and infuses
an active asset liability management practice into the segmentation process.
Additionally, the Company also changed its basis for allocating the spread
earned from our FHLB investment borrowing and FABN programs. The spread earned
from our FHLB investment borrowing and FABN programs includes the investment
income on the assets less interest credited on the funding agreements. The net
spread as reflected in net investment income is allocated to the segments based
on the percentage of the individual segment insurance liabilities over the
combined segment insurance liabilities.

Our investment philosophy is driven by our long-term commitments to clients,
robust risk management and strategic asset allocation. Our General Account
investment portfolio investment strategy seeks to achieve sustainable
risk-adjusted returns by focusing on principal preservation and investment
return, subject to duration and liquidity requirements by product as well as
diversification of investment risks. Investment activities are undertaken based
on established investment 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 issuers and asset classes, each of which seek to
mitigate the impact of cash flow variability arising from these risks.
Significant interest rate increases and market volatility in 2022 have reduced
the fair value of fixed maturities from a net unrealized gain position to a net
unrealized loss. These effects apply across the portfolio and are being assessed
within aggregate asset and liability management strategies. As a part of asset
and liability management, 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.

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. In addition, from time to time we use
derivatives for hedging purposes to reduce our exposure to equity markets,
interest rates, foreign currency and credit spreads.

We incorporate ESG factors into the investment processes for a significant
portion of our General Account 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. 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 and quality of our
investment portfolio.

Investments in our surplus portfolio are generally comprised of a mix of fixed
maturity investment grade and below investment grade securities as well as
various alternative investments, primarily private equity and real estate
equity. Although alternative investments are subject to period over period
earnings fluctuations, they have historically achieved returns in excess of the
fixed maturity portfolio.

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, see Note 3 and Note 4 of the
Notes to the Consolidated Financial Statements.

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.



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                                                                                           Year Ended December 31,
                                                           2022                                      2021                                     2020
                                                Yield              Amount (2)             Yield             Amount (2)             Yield              Amount (2)
                                                                                            (Dollars in millions)
Fixed Maturities:
Income (loss)                                      3.57  %       $     2,619                3.40  %       $     2,429                 3.46  %       $     2,318
Ending assets                                                         72,255                                   72,545                                    71,738
Mortgages:
Income (loss)                                      3.92  %               587                4.08  %               547                 4.13  %               517
Ending assets                                                         16,481                                   14,033                                    13,159
Other Equity Investments: (1)
Income (loss)                                      5.21  %               171               20.45  %               534                 6.14  %                95
Ending assets                                                          3,433                                    2,901                                     1,621
Policy Loans:
Income (loss)                                      5.35  %               215                5.01  %               203                 5.28  %               204
Ending assets                                                          4,033                                    4,024                                     4,118
Cash and Short-term Investments:
Income (loss)                                     (1.44) %               (24)              (0.13) %                (2)                0.03  %                 1
Ending assets                                                          1,419                                    1,662                                     2,095
Funding agreements:
Interest expense and other                                              (156)                                     (56)                                      (75)
Ending assets (liabilities)                                           (8,501)                                  (6,647)                                   (6,897)
Total Invested Assets:
Income (loss)                                      3.79  %             3,412                4.28  %             3,655                 3.72  %             3,060
Ending Assets                                                         89,120                                   88,518                                    85,834
Short Duration Fixed Maturities:
Income (loss)                                      3.62  %                 5                4.48  %                78                 3.39  %               184
Ending assets                                                             87                                      142                                     4,704
Total:
Investment income (loss)                           3.79  %             3,417                4.28  %             3,733                 3.70  %             3,244
Less: investment fees (3)                         (0.15) %              (138)              (0.14) %              (118)               (0.12) %              (107)
Investment Income, Net                             3.63  %             3,279                4.15  %             3,615                 3.57  %             3,137
Ending Net Assets                                                $    89,207                              $    88,660                               $    90,538


_____________
(1)Includes, as of December 31, 2022, December 31, 2021 and December 31, 2020
respectively, $400 million, $319 million and $333 million of other invested
assets. Amounts for certain consolidated VIE investments are shown net of
associated non-controlling interest.
(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.

AFS 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 below investment grade securities in the General Account
investment portfolio consist of loans to middle market companies, public high
yield securities, bank loans, as well as "fallen angels," originally purchased
as investment grade investments.

AFS 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.

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                      AFS 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, 2022
Corporate Securities:
Finance                                   $  13,537          $            -          $           9          $       1,682          $    11,864                      19  %
Manufacturing                                11,797                       2                     14                  1,793               10,016                      16  %
Utilities                                     6,808                       -                     14                  1,063                5,759                       9  %
Services                                      8,299                      22                     16                  1,236                7,057                      11  %
Energy                                        3,740                       -                     11                    574                3,177                       5  %
Retail and wholesale                          3,394                       -                     14                    433                2,975                       5  %
Transportation                                2,277                       -                      8                    367                1,918                       3  %
Other                                           124                       -                      3                     15                  112                       -  %
Total corporate securities                   49,976                      24                     89                  7,163               42,878                      68  %
U.S. government                               7,054                       -                      1                  1,218                5,837                      10  %
Residential mortgage-backed (2)                 908                       -                      1                     87                  822                       1  %
Preferred stock                                  41                       -                      2                      -                   43                       -  %
State & political                               609                       -                      7                     89                  527                       1  %
Foreign governments                             985                       -                      2                    151                  836                       1  %
Commercial mortgage-backed                    3,823                       -                      -                    588                3,235                       5  %
Asset-backed securities                       8,859                       -                      4                    373                8,490                      14  %
Total                                     $  72,255          $           24          $         106          $       9,669          $    62,668                     100  %

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                                  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  %


______________
(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.



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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.

                              AFS 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, 2022
           1................................       Aaa, Aa, A                              $  44,612          $            -          $        56          $     5,652          $    39,016
           2................................       Baa                                        24,843                       -                   47                3,804               21,086
                                                   Investment grade                           69,455                       -                  103                9,456               60,102
           3................................       Ba                                          1,565                       2                    1                  130                1,434
           4................................       B                                           1,161                      20                    1                   75                1,067
           5................................       Caa                                            64                       2                    1                    7                   56
           6................................       Ca, C                                          10                       -                    -                    1                    9
                                                   Below investment grade                      2,800                      24                    3                  213                2,566
Total Fixed Maturities                                                                     $  72,255          $           24          $       106          $     9,669          $    62,668

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



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.

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                   Mortgage Loans by Region and Property Type
                               December 31, 2022                     December 31, 2021
                           Amortized                             Amortized
                              Cost            % of Total            Cost            % of Total
                                                    (in millions)
By Region:
U.S. Regions:
Pacific                $          4,903             30  %    $          4,297             30  %
Middle Atlantic                   3,529             21                  3,441             24
South Atlantic                    2,059             12                  1,982             14
East North Central                1,087              7                  1,103              8
Mountain                          1,368              8                    978              7
West North Central                  826              5                    834              6
West South Central                1,111              7                    609              5
New England                         859              5                    579              4
East South Central                  475              3                    146              1
Total U.S.             $         16,217             98  %    $         13,969             99  %
Other Regions:
Europe                 $            393              2  %    $            126              1  %
Total Other            $            393              2       $            126              1
Total Mortgage Loans   $         16,610            100  %    $         14,095            100  %

By Property Type:
Office                 $          4,749             29  %    $          3,944             28  %
Multifamily                       5,657             33                  4,694             33
Agricultural loans                2,590             16                  2,644             19
Retail                              327              2                    728              5
Industrial                        2,125             13                  1,204              9
Hospitality                         427              3                    410              3
Other                               735              4                    471              3
Total Mortgage Loans   $         16,610            100  %    $         14,095            100  %

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 2023.

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, 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

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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,
                                                                         2022                 2021
                                                                              (in millions)
Highly Liquid Assets, beginning of period                           $      1,742          $   3,088
Dividends from subsidiaries                                                1,801                792

Capital contributions to subsidiaries                                       (225)              (815)
M&A Activity                                                                   -                215

Total Business Capital Activity                                            1,576                192

Purchase of treasury shares                                                 (849)            (1,637)

Shareholder dividends paid                                                  (294)              (296)
Total Share Repurchases, Dividends and Acquisition Activity               (1,143)            (1,933)
Issuance of preferred stock                                                    -                293
Preferred stock dividend                                                     (80)               (79)
Total Preferred Stock Activity                                               (80)               214

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

Proceeds from loans from affiliates                                            -              1,000

Net decrease (increase) in existing facilities to affiliates (1)            (235)               (80)
Total Affiliated Debt Activity                                              (235)               920

Interest paid on external debt and P-Caps                                   (209)              (233)
Others, net                                                                  341               (226)
Total Other Activity                                                         132               (459)

Net increase (decrease) in highly liquid assets                              250             (1,346)
Highly Liquid Assets, end of period                                 $      

1,992 $ 1,742

(1) Represents net activity of draws and repayments of existing credit
facilities between Holdings and affiliates.

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Capital Contribution to Our Subsidiaries

During the year ended December 31, 2022, Holdings made cash capital
contributions of $225 million.

Loans from Our Subsidiaries

There were no loans from our subsidiaries during the year ended December 31,
2022
.

Cash Distributions from Our Subsidiaries

During the year ended December 31, 2022, Holdings received pretax cash
distributions from AB of $577 million and post-tax distributions from Equitable
Financial of $930 million, Equitable Advisors of $85 million and EIM of
$210 million.

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's insurance laws, which are 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 obtain 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 formula above, Equitable Financial could pay an Ordinary Dividend of up to
approximately $1.7 billion in 2023.

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.

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, 2022, 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, 2022, the ownership structure of ABLP, including AB Units
outstanding as well as the general partner's 1% interest, was as follows:

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Owner                       Percentage Ownership
EQH and its subsidiaries                  59.9  %
AB Holding                                39.4  %
Unaffiliated holders                       0.7  %
Total                                    100.0  %


Including both the general partnership and limited partnership interests in AB
Holding and ABLP, Holdings and its subsidiaries had an approximate 61% economic
interest in AB as of December 31, 2022. The issuance of AB Units relating to the
CarVal acquisition is not expected to have a significant impact on the Company's
cash flows.

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, 2022, 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 the Consolidated Financial
Statements in this Form 10-.

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


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

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.

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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 Preferred Stock, Series B
Preferred Stock 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 the Consolidated Financial
Statements.

Share Repurchase Programs

For information regarding activity pertaining to share repurchase programs, see
Note 20 of the Notes to the 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 the Consolidated Financial Statements for a description of our retirement and
protection businesses' portfolio of liquid assets.

Hedging Activities


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

                                      106
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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 the 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 the 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.

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, 2022 and 2021, AB had $900 million and $755 million
outstanding under the EQH Facility, with interest rates of approximately 4.3%
and 0.2%, respectively. Average daily borrowing of the EQH Facility during the
full year 2022 and the full year 2021 were $655 million and $405 million,
respectively, with a weighted average interest rates of approximately 1.7% and
0.2%, respectively.

EQH Uncommitted Facility

In addition to the EQH Facility, AB entered into a $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
interest generally 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, 2022, AB had $90 million outstanding balance on the EQH
Uncommitted Facility, with interest rate of approximately 4.3%. Average daily
borrowing of the EQH Uncommitted Facility during the full year 2022 was $1
million with weighted average interest rate of approximately 4.3%. During 2021,
AB did not draw on the facility.


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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.

See Note 18 of the Notes to the Consolidated Financial Statements for additional
information relating to Prescribed and 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
subsidiary 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 the 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,
S&P and Moody's have a stable outlook.

                                                           AM Best         S&P         Moody's
Last review date                                           Feb '23       Jun '22       Jan '23
Financial Strength Ratings:
Equitable Financial Life Insurance Company                    A            A+            A1
Equitable Financial Life Insurance Company of America         A            A+            A1
Credit Ratings:
Equitable Holdings, Inc.                                    bbb+          BBB+          Baa1
Last review date                                                         Sep '22       Jan '23
AllianceBernstein L.P.                                                      A            A2



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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, 2022. Short-term
cash requirements are considered to be 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

                                                                                                                        2028 and
                                             Total              2023            2024-2025          2026-2027           thereafter
                                                                                (in millions)
Material Cash Requirements:
Insurance liabilities (1)                 $ 111,931          $  2,582       

$ 6,465 $ 7,389 $ 95,495
FHLB Funding Agreements

                       8,501             6,130              1,049                630                  692
Interest on FHLB Funding Agreements             346               113                109                 52                   72
FABN Funding Agreements                       7,159             1,000              1,900              2,100                2,159
Interest on FABN Funding Agreements             369                95                172                 76                   26
Operating leases, net of sublease
commitments                                   1,003               144                198                149                  512
Long-Term and Short-term Debt                 3,870               520                  -                  -                3,350
Interest on long-term debt and short-term
debt                                          2,416               175                330                330                1,581
Interest on P-Caps                              371                24                 47                 47                  253
Employee benefits                             3,304               211                444                369                2,280
Funding Commitments                           2,118               520                832                766                    -

Total Material Cash Requirements $ 141,388 $ 11,514

$ 11,546 $ 11,908 $ 106,420

______________

(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 $314 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:


•As of December 31, 2022, AB had a $399 million accrual for compensation and
benefits, of which $10 million is expected to be paid in 2023, $15 million in
2024-2025, $17 million in 2026-2027 and $38 million in 2028 and thereafter.
Further, AB expects to make contributions to its qualified profit-sharing plan
of $18 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, 2022, 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, 2022, AB had funded $22 million of this
commitment.

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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 the 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 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.

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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 the 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 the 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 Note 7 of the Notes to the Consolidated Financial
Statements.

The GMDB/GMIB reserve balance before reinsurance ceded was $10.9 billion as of
December 31, 2022. 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, 2022

                                        Increase/(Decrease) in
                                         GMDB/GMIB Reserves
                                             (in millions)
1% decrease in future rate of return   $                 1,547
1% increase in future rate of return   $                (1,583)


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. Interest rates used in
establishing such liabilities range from 1.5% to 5.4% (weighted average of
3.6%). 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

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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 the 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, 2022, the average rate of investment yields assumed
(excluding policy loans) were 4.4% 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 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.

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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.

We did not have a loss recognition event in 2022 or 2021. 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.

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

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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, 2022

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


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, 2022, 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% (4.9% net of product weighted average Separate
Accounts fees), and the gross maximum and minimum short-term annual rate of
return limitations were 15.0% (12.9% net of product weighted average Separate
Accounts fees and Investment Advisory fees) and 0.0% (2.1)% 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. 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 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. At December 31, 2022, current projections of future average gross
market returns assume approximately an 11.0% annualized return for sixteen
quarters, followed by 7.3% annualized return for four quarters, followed by 7.0%
thereafter.

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.

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                        DAC Sensitivity - Rate of Return
                               December 31, 2022

                                                     Increase/(Decrease)
                                                            in DAC
                                                        (in millions)
          Decrease in future rate of return by 1%   $               (126)
          Increase in future rate of return by 1%   $                145

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 the
Consolidated Financial Statements.

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.

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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.


•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.

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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 Note 2 and Note 3 of the Notes to the 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.

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 the Consolidated Financial Statements
for additional details on significant inputs into the OTC derivative pricing
models and credit risk adjustment.

                                      117
--------------------------------------------------------------------------------

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 the 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 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.

                                      118
--------------------------------------------------------------------------------
                                                                   Future policyholders'
                                                                    benefits and other
                                                                policyholders' liabilities
                                                                (before reinsurance ceded)
                                                                       (in billions)
100% increase in Holdings' credit spread                        $           

4.7

As reported                                                     $           

5.8

50% decrease in Holdings' credit spread                         $           

6.4

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, 2022, our goodwill of $5.1 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. At December 31, 2022, we determined that it was more likely than
not that a portion of our capital deferred tax assets would not be realized. The
Company recorded a valuation allowance of $1.6 billion through Other
Comprehensive Income. For more information, see Note 16 - Income Taxes.

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

                                      119
--------------------------------------------------------------------------------

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 the Consolidated Financial Statements for a complete
discussion of newly issued accounting pronouncements.

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