Equitable Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 1, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 1, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-05.
0001333986-24-000033
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0001333986-25-000020
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 477 previous paragraphs and 374 current paragraphs.
238 unchanged; 68 reworded; 65 added; 164 removed; 7 previous and 3 current paragraphs rearranged.
Tables are not compared: 47 previous and 45 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (65)
Current report
Overview of Recent Developments
Current report
RGA Reinsurance Transaction
Current report
On February 23, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A, entered into a Master Transaction Agreement with RGA pursuant to which, at closing and subject to the terms and conditions set forth in such agreement, RGA would enter into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction. The transaction is expected to reinsure 75% of such ceding companies’ in-force individual life insurance block, and upon closing, generate total value for Holdings of over $2 billion, which includes a positive ceding commission and capital release, and is expected to close in mid-2025, subject to regulatory approval.
Current report
Novation
Current report
Effective January 17, 2025, Equitable Financial novated certain legacy variable annuity policies sold between 2006-2008, comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.
Current report
As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative net income impact is mostly driven by the reduction of the Purchase MRB asset of $2.0 billion and the reduction of liabilities for MRB of $1.6 billion, offset by a decrease in Deposit accounting liability of $183 million. Purchase MRB asset reduction is larger than the Direct MRB liability reduction is because the Venerable reinsurance assets sit in a collateralized trust and thus materially reduces the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base variable annuity contracts and the contracts in payout status is less material, as the decrease in policyholders’ account balance of $33 million and decrease in Liability for future policyholders’ benefits of $458 million is largely offset by a decrease in Amounts due to reinsurers of $432 million.
Current report
Tender Offer
Current report
On February 24, 2025, Holdings commenced a cash tender offer (the “Offer”) to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased 19.7 million AB Holdings Units pursuant to the Offer for an aggregate cost of $758 million. The AB Holdings Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. After giving effect to such purchase, Holdings owns approximately 68.5% of the economic interest in AllianceBernstein L.P., the operating partnership of AB Holding.
Current report
Term Loan Agreement
Current report
In connection with the commencement of the Offer described in the precedent paragraph, Holdings entered into the 364-Day Term Loan Credit Agreement (the “Term Loan Agreement”) with respect to a $500 million senior unsecured delayed-draw term loan (the “Term Loan”). The Term Loan was intended to be used, along with available cash and cash equivalents, to fund the Offer and related fees and expenses. The Term Loan was available to be drawn at any time on or prior to April 24, 2025 and would have matured 364 days from the date of funding. However, on April 15, 2025, Holdings elected not to request any such Term Loan, as it was unnecessary to fund the Offer, and the Term Loan Agreement was terminated effective April 3, 2025.
Current report
U.S. equity markets posted losses in the first quarter 2025, with the S&P 500 returning (4.3)% (including dividends). In March 2025, the U.S. Federal Reserve (the “Fed”) adjusted its forecasts, lowering the U.S. growth forecast for 2025 to 1.7% from the previous estimate of 2.1%. Additionally, the Fed raised its inflation outlook to 2.7% from 2.5%.
Current report
In February 2025, the NAIC announced the formation of a new Risk-Based Capital Model Governance (EX) Task Force. The purpose of the new task force is to provide executive-level oversight and coordination of the various NAIC groups that are reviewing RBC-related standards. The new task force is also charged with completing a comprehensive gap analysis to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments.
Current report
Reinsurance
Current report
The NAIC is currently considering a proposal to require asset adequacy analysis for certain reinsurance transactions and has exposed a draft actuarial guideline proposing enhancements to reserve adequacy requirements, which is expected to be adopted in 2025 for reserves reported as of December 31, 2025 in an insurer’s annual statement.EQH is currently assessing the effect, if any, on EQH, if enhanced asset adequacy testing was required in connection with reinsurance transactions.
Current report
Derivatives Regulation and Clearing of Treasury Securities
Current report
In 2023, the SEC adopted rules to require that covered clearing agencies have policies and procedures reasonably designed to require every direct participant of the agency to submit for clearing eligible secondary market transactions in U.S. Treasury securities. Following a February 25, 2025 extension by the SEC, the rule effectively requires such participants to clear eligible cash transactions in U.S. Treasury securities beginning on December 31, 2026, and clear eligible repurchase and reverse repurchase transactions in U.S. Treasury securities beginning on June 30, 2027. As a result, certain transactions between such participants and us will be required to be cleared. The rule’s potential effect on the U.S. Treasury markets is uncertain.
Current report
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.
Current report
Non-GAAP Operating Earnings
Current report
(1)As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million.
Current report
(2)Includes a loss of $165 million on Non-VA derivatives for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $106 million for the three months ended 2024.
Current report
(1)As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $1.60 for the three months ended March 31, 2025.
Current report
(2)Includes a loss of $0.53 on Non-VA derivatives for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $0.32 for the three months ended 2024.
Current report
•Compensation, benefits, interest and other operating expenses increased by $377 million mainly due to Venerable novation loss.
Current report
•Interest credited to policyholders’ account balances increased by $99 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest expense on funding agreements in Corporate and Other.
Current report
•Policyholders’ benefits increased by $82 million mainly due to higher net mortality, partially offset by the release of PFBL reserves and favorable claims experience in Employee Benefits in our Protection Solutions segment.
Current report
•Commissions and distribution-related payments increased by $64 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Individual Retirement segment.
Current report
•Fee-type revenue increased by $108 million mainly driven by higher advisory fee type revenue attributed to higher average asset values combined with increased distribution fees from higher retirement sales in our Wealth Management segment, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.
Current report
•Investment losses decreased by $25 million mainly due to higher sales and valuation losses in the first quarter 2024.
Current report
Non-GAAP Operating Earnings
Current report
•Interest credited to policyholders’ account balances increased by $84 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest on funding agreements.
Current report
•Policyholders’ benefits increased by $82 million mainly due to higher net mortality, partially offset by the release of PFBL reserves and favorable claims experience in Employee Benefits in our Protection Solutions segment.
Current report
•Commissions and distribution-related payments increased by $64 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Individual Retirement segment.
Current report
•Net investment income increased by $71 million mainly due to higher average asset balances, partially offset by lower investment yields.
Current report
•Fee-type revenue increased by $65 million mainly driven by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Wealth Management segment, and higher average Separate Account values from market appreciation.
Current report
•Net derivative losses decreased by $9 million mainly due to higher losses from economically hedging seed capital investments and market changes in total return swaps in our Asset Management segment.
Current report
The following table summarizes income tax expense which was allocated to the Company’s business segments:
Current report
Operating earnings decreased $22 million to $216 million during the three months ended March 31, 2025 from $238 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):
Current report
•Interest credited to policyholders’ account balances increased by $117 million mainly due to growth of SCS account values.
Current report
•Compensation, benefits and other operating costs and expenses increased by $9 million mainly due to higher corporate function expenses due to revenue growth.
Current report
•Net investment income increased by $144 million mainly due to higher average asset balances, partially offset by lower investment yields.
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Removed paragraphs (164)
Previous report
U.S. equity markets showed strength in the third quarter 2024, benefiting from a resilient U.S. economy with the U.S. Bureau of Labor Statistics issuing a strong September 2024 jobs report that exceeded expectations, cooling inflation, and a widely held outlook for monetary easing, including a half-point interest rate reduction in September 2024, with additional, smaller rate cuts expected in the fourth quarter of 2024 and into 2025 (based on statements of members of the Board of Governors of the Federal Reserve System).
Previous report
In August 2024, the NAIC’s Financial Condition (E) Committee adopted an amendment to the Purposes and Procedures Manual that is designed to address the NAIC’s concerns about reliance on third-party credit ratings in the filing exemption process. The goal is to limit reliance on such credit ratings and enhance the SVO’s role in the filing exemption process. The NAIC developed the Purposes and Procedures Manual amendment to allow the SVO to “challenge” a security’s filing-exempt status based on a credit rating.
Previous report
The DOL has appealed the stay issued in the E.D. Tex. litigation to the U.S. Court of Appeals for the Fifth Circuit. The DOL has also filed an interlocutory appeal challenging the stay issued in the N.D. Tex. litigation to the U.S. Court of Appeals for the Fifth Circuit; the parties have jointly agreed to stay further proceedings pending the outcome of the interlocutory appeal.
Previous report
Assumption Updates and Model Changes
Previous report
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.
Previous report
Impact of Assumption Updates and Model Changes on Income from Continuing Operations before income taxes and Net income (loss)
Previous report
The table below presents the impact of our actuarial assumption update to our income (loss) from continuing operations, before income taxes and net income (loss).
Previous report
2024 Assumption Updates
Previous report
The impact of the economic assumption update in the third quarter 2024 was an increase of $20 million to income (loss) from continuing operations, before income taxes and an increase to net income (loss) of $16 million.
Previous report
The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $20 million consisted of an increase in other income of $21 million, an increase in remeasurement of liability for future policy benefits of
Previous report
$18 million, a decrease in policyholders’ benefits of $8 million and a decrease in change in MRBs and purchased MRBs of $9 million.
Previous report
2023 Assumption Updates
Previous report
The impact of the economic assumption update in the third quarter 2023 was a decrease of $5 million to income (loss) from continuing operations, before income taxes and a decrease to net income (loss) of $4 million.
Previous report
The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $5 million consisted of a decrease in other income of $9 million, an increase in remeasurement of liability for future policy benefits of $51 million, a decrease in policyholders’ benefits of $2 million and a decrease in change in MRBs and purchased MRBs of $53 million.
Previous report
Model Changes
Previous report
There were no material model changes in the first nine months of 2024 and 2023.
Previous report
Impact of Assumption Updates and Model Changes on Pre-tax Non-GAAP Operating Earnings Adjustments
Previous report
The table below presents the impact on pre-tax Non-GAAP Operating Earnings of our actuarial assumption updates by segment and Corporate and Other.
Previous report
2024 Assumption Updates
Previous report
The impact of our 2024 annual review on Non-GAAP Operating Earnings was favorable by $4 million before taking into consideration the tax impacts, or $3 million after tax.
Previous report
The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $13 million, increased remeasurement of liability for future policy benefits by $18 million, and decreased policyholders’ benefits by $9 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.
Previous report
2023 Assumption Updates
Previous report
The impact of our 2023 annual review on Non-GAAP Operating Earnings was favorable by $15 million before taking into consideration the tax impacts, or $12 million after tax.
Previous report
The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $4 million, decreased remeasurement of liability for future policy benefits by $10 million and decreased policyholders’ benefits by $1 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.
Previous report
In the third quarter 2023, the Company updated its operating earnings measure to exclude the impact of the annual actuarial assumption update attributable to LFPB as the majority of the earnings volatility attributable to these assumption updates relate to the Company’s Legacy and non-business segment products and as such do not represent the Company’s ongoing revenue generating activities or future business strategy, and impedes comparability of operating results period over period. Non-GAAP Operating Earnings were favorably impacted by this change in the amount of $61 million for the three and nine months ended September 30, 2023, respectively.
Previous report
In the first quarter of 2024, the Company began allocating to its business segments collateral expense resulting from a designated rate to be paid on the collateral held back to counterparties. The new segment allocation methodology for collateral expense is based on the income earned on cash equivalents held in the surplus segments and income earned in portfolios backing collateral expenses, such that the collateral expense would be allocated to the segments up to that amount. Any remaining amount is included within Corporate and Other. This expense was previously recorded in Corporate and Other with no allocation to our business segments in prior reporting periods.
Previous report
The presentation of operating earnings in prior periods was not revised to reflect this modification, however, the Company estimated that allocating collateral expense to the segments for the twelve months ended December 31, 2023 and 2022, respectively, would have resulted in a decrease to operating earnings of $4.0 million and $0.8 million for Individual Retirement, $7.7 million and $1.4 million for Group Retirement, $21.9 million and $2.5 million for Protection Solutions, $4.2 million and $1.0 million for Legacy, and an increase of $37.8 million and $5.7 million for Corporate and Other. The impact to operating earnings for each segment during the quarters of 2023 was not material. Total Company operating earnings were not impacted.
Previous report
(1)Includes the impact of favorable assumption updates of $16 million for the three and nine months ended September 30, 2024, respectively and 40 million for the three and nine months ended September 30, 2023, respectively.
Previous report
(2)Includes certain gross legal expenses related to the COI litigation of $0 million and $106 million for the three and nine months ended September 30, 2024, respectively, and $0 million and $35 million for the three and nine months ended September 30, 2023, respectively. Includes the impact of unfavorable annual actuarial assumptions updates related to LFPB of $61 million for the three and nine months ended September 30, 2023.
Previous report
(3)For the nine months ended September 30, 2024, includes $82 million of the gain on sale on AB's Bernstein Research Service attributable to Holdings.
Previous report
(4)For the three and nine months ended September 30, 2024, includes $78 million contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.
Previous report
(5)For the three and nine months ended September 30, 2024 and 2023, respectively, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period. An increase of the deferred tax valuation allowance of $20 million and a decrease of $970 million for the three and nine months ended September 30, 2023, respectively.
Previous report
Non-GAAP Operating ROE
Previous report
(1)Includes the impact of favorable assumption updates of $0.05 for the three and nine months ended September 30, 2024, respectively and 0.11 for the three and nine months ended September 30, 2023, respectively.
Previous report
(2)Includes certain gross legal expenses related to the COI litigation of $0 and $0.32 for the three and nine months ended September 30, 2024, respectively, and $0 and $0.10 for the three and nine months ended September 30, 2023, respectively. Includes the impact of unfavorable annual actuarial assumptions updates related to LFPB of $0.18 and $0.17 for the three and nine months ended September 30, 2023.
Previous report
(3)For the nine months ended September 30, 2024, includes $0.25 of the gain on sale on AB's Bernstein Research Service attributable to Holdings.
Previous report
(4)For the three and nine months ended September 30, 2024 includes $0.24 contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.
Previous report
(5)For the three and nine months ended September 30, 2024 and 2023, respectively, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period. An increase of the deferred tax valuation allowance of $0.06 and a decrease of $2.73 for the three and nine months ended September 30, 2023, respectively.
Previous report
Net income attributable to Holdings decreased $1.2 billion to a $134 million loss for the three months ended September 30, 2024 from $1.1 billion income in the three months ended September 30, 2023. The following notable items were the primary drivers for the change in net income (loss):
Previous report
Unfavorable items included:
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Reworded paragraphs (68)
Previous wording
A wide variety of factors continue to impact financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, concerns regarding inflation, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions, including the U.S. presidential election. The Russian invasion of the Ukraine, the Israel-Hamas war and broader Middle Eastern hostilities, including with Hezbollah in Lebanon and Iran, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, significantly contributed to volatility in the financial markets and have increased the level of economic and political uncertainty.
Current wording
A wide variety of factors continue to impact financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions. The Russian invasion of the Ukraine, the Israel-Hamas war and broader Middle Eastern hostilities, including with Hezbollah in Lebanon and Iran, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, have significantly contributed to volatility in the financial markets and have increased the level of economic and political uncertainty. Consumer and economic uncertainty due to rapid changes in global trade policies, including announced tariff increases and potential additional tariff increases, are also causing market volatility and heightening concerns regarding inflation. For further information on the risk of increased volatility in the financial markets to our business, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and the Economy—Conditions in the global capital markets and the economyand Equity market declines and volatility” in the Annual Report on Form 10-K for the year ended December 31, 2024.
Previous wording
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.
Current wording
Our U.S. life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. Holdings and its insurance subsidiaries are subject to regulation under the insurance holding company laws of various U.S. jurisdictions. 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.
Previous wording
The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In March 2023, the NAIC adopted an amendment to the Purposes and Procedures Manual to give the NAIC’s Structured Securities Group, housed within the NAIC’s Securities Valuation Office (the, “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from Credit Rating Providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage. In June 2024, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. The NAIC is also collaborating with interested parties to develop and refine the process for modeling CLO investments. In August 2024, the NAIC delayed a requirement for insurers to begin reporting the financially modeled NAIC Designations for CLOs with their financial statement filings to year-end 2025 to allow more time to develop the modeling methodology.
Current wording
The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In 2023, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. Effective January 1, 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual of the NAIC Investment Analysis Office (the “Purposes and Procedures Manual”) to give the NAIC’s Structured Securities Group, housed within the NAIC’s Securities Valuation Office (the “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from credit rating providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage.The Purposes and Procedures Manual requires insurers to begin reporting the financially modeled NAIC Designations for CLOs with their year-end 2025 financial statement. The NAIC is collaborating with interested parties to refine the process for modeling CLO investments.
Previous wording
In related work, the NAIC’s Financial Condition (E) Committee continues to develop a Framework for Regulation of Insurer Investments—A Holistic Review (the “Investment Framework”) related to insurer investment risk regulation, on which work began in 2023. The primary objective of the Investment Framework is to highlight areas where the insurance regulatory framework and the SVO can be enhanced to strengthen oversight of insurers’ investments in complex assets. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel.
Current wording
In related work, the NAIC’s Financial Condition (E) Committee launched a holistic review of the insurance regulatory framework related to insurer investment risk regulation, on which work began in 2023. The primary objective is to highlight areas where the insurance regulatory framework and the SVO can be enhanced to strengthen oversight of insurers’ investments in complex assets. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel.
Previous wording
The Purposes and Procedures Manual amendment, as adopted by the Financial Condition (E) Committee, sets forth procedures for SVO staff to identify and evaluate a filing-exempt security with an NAIC Designation determined by a rating that appears to be an unreasonable assessment of investment risk. The procedures include sending an information request to insurers that hold the security under review and determining whether the NAIC Designation is three or more notches different from the SVO’s assessment, which would allow the SVO to request the removal of the credit rating from the filing exempt process. At any time during the process, an alternate credit rating may be requested and, if one is received, it will be incorporated into the filing exempt process. The Purposes and Procedures Manual amendment is scheduled to become effective on January 1, 2026, although the amendment still has to be adopted by the NAIC at its national meeting in November 2024.
Current wording
In November 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual that sets forth procedures for SVO staff to identify and evaluate a filing-exempt security with an NAIC Designation determined by a rating that appears to be an unreasonable assessment of investment risk. The procedures include, without limitation, sending an information request to insurers that hold the security under review and determining whether the NAIC Designation is three or more notches different from the SVO’s assessment, which would allow the SVO to request the removal of the credit rating from the filing exempt process. At any time during the process, an alternate credit rating may be requested and, if one is received, it will be incorporated into the filing exempt process. The Purposes and Procedures Manual amendment is scheduled to become effective on January 1, 2026.
Previous wording
Various industry groups brought litigation against the DOL seeking a variety of remedies for the Final Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas (the “E.D. Tex.”) issued a stay of the effective date of portions of the Final Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas (the “N.D. Tex.”) issued a stay of the effective date of the Final Rule as a whole. As a result of these court opinions, it is uncertain whether the Final Rule will become effective.
Current wording
Various industry groups brought litigation against the DOL seeking a variety of remedies for the Final Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas (the “E.D. Tex.”) issued a stay of the effective date of portions of the Final Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas (the “N.D. Tex.”) issued a stay of the effective date of the Final Rule as a whole. As a result of these court opinions, it is uncertain whether the Final Rule will become effective. The DOL appealed the stays issued in these cases to the U.S. Court of Appeals for the Fifth Circuit, but in early 2025, the court granted the DOL’s motion to pause proceedings while it reviews its posture on these cases. While this litigation proceeds, we are evaluating the potential impact of the Final Rule on our business, particularly as it pertains to the sale of insurance products to retirement investors.
Previous wording
For additional information on regulatory developments and the risks we face, see “Business—Regulation” in the Annual Report on Form 10-K for the year ended December 31, 2023 and “Risk Factors—Legal and Regulatory Risks” in the 2023 Form 10-K.
Current wording
For additional information on regulatory developments and the risks we face, see “Business—Regulation” and “Risk Factors—Legal and Regulatory Risks” in the 2024 Form 10-K.
Previous wording
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, together with the GMxB MRBs assets and liabilities are recognized in the periods in which they occur. This results in net income volatility as further described below. In addition, net income is impacted by changes in our reinsurers credit spread, while changes in the Company’s credit spread is recorded in other comprehensive income. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMxB Reinsurance on Results.”
Current wording
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. We are using a combination of General Account assets and derivatives to manage duration gap on an economic basis. The changes in the values of the derivatives associated with these programs due to equity and interest rate movements, together with the GMxB MRBs assets and liabilities are recognized in net income in the periods in which they occur, while the General Account asset gains and losses are recognized in OCI resulting in an offset between OCI and net income. In addition, we conduct macro hedging to protect our statutory capital which could also cause net income volatility as further described below. Net income is also impacted by changes in our reinsurers credit spread, while changes in the Company’s credit spread is recorded in OCI. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMxB Reinsurance on Results.”
Previous wording
In addition to our dynamic hedging strategy, we have static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these static hedge positions increase the size of our derivative positions and may result in net income volatility on a period-over-period basis.
Current wording
In addition to our dynamic hedging strategy, we have static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these static hedge positions increase the size of our derivative positions and may result in additional net income volatility on a period-over-period basis.
Previous wording
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 MRB for our Individual Retirement, Group Retirement, Protection Solutions, and Legacy segments (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgement and reflect our best estimate as of the date of the applicable financial statements.
Current wording
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 MRBs for our Individual Retirement, Group Retirement, Protection Solutions, and Legacy segments (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgement and reflect our best estimate as of the date of the applicable financial statements.
Previous wording
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 a 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.
Current wording
In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings, 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 a 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.
Previous wording
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 the variable annuity product MRBs. This is a large source of volatility in net income.
Current wording
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
Previous wording
•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; 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, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; and
Current wording
•Other adjustments, which primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, 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; 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, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; and
Previous wording
During the third quarter 2024, the Company moved revenues and expenses related to payout annuitizations from the Legacy segment to the Individual Retirement segment. Now all payout annuities will be reported within the Individual Retirement segment as the block is managed on an aggregate basis. Prior periods have been recast to reflect this change.
Current wording
During the third quarter 2024, the Company moved revenues and expenses related to payout annuitizations from the Legacy segment to the Individual Retirement segment. Now all payout annuities are reported within the Individual Retirement segment as the block is managed on an aggregate basis. Prior periods have been recast to reflect this change.
Previous wording
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.
Current wording
Because Non-GAAP Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of our underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.
Previous wording
The following table presents return on average equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the year ended September 30, 2024.
Current wording
The following table presents return on average equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the trailing twelve months:
Previous wording
Net income attributable to Holdings decreased by $1.6 billion to net income of $408 million for the nine months ended September 30, 2024 from net income of $2.0 billion for the nine months ended September 30, 2023. The following were notable changes in net income (loss):
Current wording
Net income attributable to Holdings decreased $29 million to $63 million during the three months ended March 31, 2025 from $92 million in the three months ended March 31, 2024. The following were notable changes in net income (loss):
Previous wording
•Change in market risk benefits and purchased market risk benefits increased by $896 million mainly due to a decrease in interest rates in the third quarter 2024 compared to an increase in the third quarter 2023. This was partially offset by favorable equity market movements in the third quarter 2024 compared to unfavorable equity market movements in the third quarter 2023.
Current wording
•Change in market risk benefits and purchased market risk benefits increased by $1.8 billion mainly due to a decrease in interest rates in the first quarter 2025 compared to an increase in the first quarter 2024, further driven by unfavorable equity market movements in the first quarter 2025 compared to favorable equity market movements in the first quarter 2024.
Previous wording
•Net derivative losses increased by $1.2 billion mainly due to higher equity market appreciation during the first nine months of 2024 compared to the first nine months of 2023.
Current wording
•Net derivative gains were $799 million for the three months ended March 31, 2025 compared to losses of $1.4 billion for the first three months of the prior year primarily driven by lower equity market depreciation during 2025 compared to higher equity market appreciation during 2024.
Previous wording
•Fee-type revenue increased by $38 million mainly due to higher average Separate Account values.
Current wording
•Net investment income increased by $38 million mainly due to higher average asset balances, partially offset by lower investment yields.
Previous wording
Non-GAAP Operating Earnings increased by $267 million to $1.5 billion for the nine months ended September 30, 2024 from $1.2 billion in the nine months ended September 30, 2023. The following were notable changes in Non-GAAP Operating Earnings:
Current wording
Non-GAAP Operating Earnings decreased by $56 million to $421 million for the three months ended March 31, 2025 from $477 million in the three months ended March 31, 2024. The following were notable changes in Non-GAAP Operating Earnings:
Previous wording
•Income tax expense decreased by $16 million mainly driven by a lower ETR in 2024.
Current wording
•Amortization of DAC increased by $16 million mainly due to growth in our Individual Retirement segment from sales momentum.
Previous wording
•Compensation, benefits, interest expense and other operating costs decreased by $17 million mainly due to lower base compensation and other expenses driven by the sale of Bernstein Research Services and lower interest expense from lower weighted average borrowings, partially offset by higher incentive compensation related to higher average AUM and increased office related expenses.
Current wording
•Compensation, benefits, interest expense and other operating costs decreased by $31 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville in our Asset Management segment.
Previous wording
•Income tax expense increased by $62 million mainly driven by higher pre-tax earnings in 2024.
Current wording
•Income tax expense decreased by $8 million mainly driven by lower pre-tax earnings in 2025.
Previous wording
•Income tax expense increased by $21 million primarily due to higher pre-tax earnings, partially offset by a lower ETR for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Current wording
•Commissions and distribution-related payments increased by $21 million mainly due to higher asset-based commissions and sales volumes.
Previous wording
•Policyholders’ benefits increased by $14 million mainly due to growth in the payout business.
Current wording
•Policyholders’ benefits increased by $15 million mainly due to growth in the payout business.
Previous wording
•Amortization of DAC increased by $56 million mainly due to growth in the business from sales momentum.
Current wording
•Amortization of DAC increased by $15 million mainly due to growth in the business from sales momentum.
Previous wording
•The increase in AV of $16.9 billion in the nine months ended September 30, 2024 was driven by an increase in investment performance as a result of market appreciation and change in fair value of embedded derivative instruments of $11.5 billion in the nine months ended September 30, 2024 and net inflows of $5.4 billion.
Current wording
•The decline in AV of $0.9 billion in the three months ended March 31, 2025 was driven by a decrease in investment performance as a result of market depreciation and change in fair value of embedded derivative instruments of $(2.3) billion in the three months ended March 31, 2025, partially offset by net inflows of $1.4 billion.
Previous wording
•Interest credited to policyholders’ account balances increased by $11 million mainly due to higher average account balances in our institutional market (offset in Net investment income).
Current wording
•Interest credited to policyholders’ account balances increased by $11 million mainly due to higher average account balances in institutional markets (offset in Net investment income).
Previous wording
•The increase in AV of $4.4 billion in the nine months ended September 30, 2024 was primarily driven by equity market appreciation and net inflows of $30 million.
Current wording
•The decrease in AV of $0.7 billion in the three months ended March 31, 2025 was primarily driven by equity market depreciation, partially offset by net inflows of $192 million.
Previous wording
•Net inflows of $30 million for the nine months ended September 30, 2024 increased $151 million compared to the nine months ended September 30, 2023, mainly driven by large institutional lump sum premiums partially offset by higher tax-exempt and corporate surrenders.
Current wording
•Net inflows of $192 million for the three months ended March 31, 2025 improved by $324 million compared to the three months ended March 31, 2024, mainly driven by large institutional lump sum premiums and higher flows in the tax-exempt market partially offset by lower flows in the corporate market.
Previous wording
The Asset Management segment provides diversified investment management 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 61%, and 61% during the three and nine months ended September 30, 2024 and 2023.
Current wording
The Asset Management segment provides diversified investment management 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 62% and 61% during the three months ended March 31, 2025 and 2024.
Previous wording
•Compensation, benefits, interest expense and other operating costs increased by $4 million mainly due to higher incentive compensation expense and other expenses including office related expenses, partially offset by lower base compensation and other expenses driven by the sale of Bernstein Research Services and the recognition of a $21 million incentive grant gain in connection with the AB headquarters relocation to Nashville.
Current wording
•Compensation, benefits, interest expense and other operating costs decreased by $58 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville.
Previous wording
•Fee-type revenue increased by $177 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, higher performance based fees, partially offset by lower revenue from Bernstein Research Services due to the sale of this business completed during April 2024.
Current wording
•Fee-type revenue increased by $8 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, higher performance based fees, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.
Previous wording
•Remeasurement of liability for future policy benefits increased by $28 million mainly due to unfavorable assumption updates and model changes in the third quarter 2024 related to our core business.
Current wording
•Commissions and distribution-related payments increased by $28 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM.
Previous wording
•Total AUM as of September 30, 2024 was $805.9 billion, up $80.7 billion, or 11.1%, compared to December 31, 2023. The increase is a result of market appreciation of $78.2 billion and net inflows of $2.5 billion. Market appreciation of $78.2 billion attributed to Retail of $35.5 billion, Institutions of $28.4 billion and Private Wealth of $14.3 billion. Net inflows were driven by Retail and Private Wealth net inflows of $12.3 billion and $0.6 billion respectively, which were partially offset by Institutions net outflows of $10.4 billion.
Current wording
•Total AUM as of March 31, 2025 was $784.5 billion, down $(7.7) billion, or (1.0)%, compared to December 31, 2024. The decrease is primarily the result of market depreciation of ($10.1) billion, partially offset by net inflows of $2.4 billion. Market depreciation of $(10.1) billion is attributed to Retail of $(11.1) billion and Private Wealth of $(0.6) billion, partially offset by Institutions of $1.6 billion. Net inflows were driven by Retail net inflows of $0.9 billion, Private Wealth net inflows of $0.8 billion and Institutions net inflows of $0.7 billion.
Previous wording
The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products. In 2023, we began reporting this business separately from our other segments and Corporate and Other.
Current wording
The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products.
Previous wording
Operating earnings increased by $12 million to $46 million during the three months ended September 30, 2024 from $34 million in the three months ended September 30, 2023. The following notable items were the primary drivers of the change in operating earnings:
Current wording
Operating earnings increased $3 million to $46 million during the three months ended March 31, 2025 compared to $43 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):
Previous wording
•Investment management, service fees and other income increased by $60 million mainly due to higher advisory fee type revenue attributed to higher average assets balances combined with increased distribution fees from higher retirement sales.
Current wording
•Investment management, service fees and other income increased by $41 million mainly due to higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales.
Previous wording
•Commissions and distribution-related payments increased by $37 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances.
Current wording
•Commissions and distribution-related payments increased by $33 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and the variable annuity product MRBs. This is a large source of volatility in net income.
Current report — wording carried from elsewhere
(1)Includes: Individual Retirement, Group Retirement, Protection Solutions and Legacy.
Current report — wording carried from elsewhere
Based on the NYDFS formula, Equitable Financial had no Ordinary Dividend capacity in 2024 and 2025.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
While this litigation proceeds, we are evaluating the potential impact of the Final Rule on our business, particularly as it pertains to the sale of insurance products to retirement investors.
Previous report — wording carried elsewhere
Net Income (Loss) Attributable to Holdings
Previous report — wording carried elsewhere
•Commissions and distribution-related payments increased by $28 million mainly due to higher asset-based commissions and sales volumes.
Previous report — wording carried elsewhere
See “—Significant Factors Impacting Our Results—Effect of Assumption Updates on Operating Results” for more information regarding assumption updates.
Previous report — wording carried elsewhere
Long-Term Net Flows and AUM
Previous report — wording carried elsewhere
•Investment management, service fees and other income increased by $169 million mainly due to higher advisory fee type revenue attributed to higher average assets balances combined with increased distribution fees from higher retirement sales.
Previous report — wording carried elsewhere
•Commissions and distribution-related payments increased by $108 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.