RECENT EVENTS - FINANCIAL AND ECONOMIC ENVIRONMENT

Our business and results of operations are materially affected by conditions in the capital markets and the economy, generally. Stressed conditions in the economy and volatility and disruptions in the capital markets and/or particular asset classes can have an adverse effect on our business, consolidated results of operations and financial condition. Recent events, including among other things, sluggish economic data, concerns over European sovereign debt and the downgrade by Standard & Poors of the United States' debt from AAA to AA+ have added to the uncertainty in the capital markets and could further disrupt economic activity in the United States and elsewhere. In addition, the recent decision by the United States Federal Reserve to keep the federal funds rate exceptionally low through mid-2013 may exacerbate the interest rate risks inherent in our business. As a result of these events, many of the risks we face, including those identified in the Risk Factors section of the 2010 Form 10-K, and the resulting adverse effects on our business, consolidated results of operation and financial condition could be exacerbated. See “Item 1A - Risk Factors” in the 2010 Form 10-K.

GENERAL

In recent years, variable annuity products with GMDB, GMIB and GWBL features (the “VA Guarantee Features”) have been the predominant products issued by AXA Equitable. These products account for over half of AXA Equitable’s Separate Accounts assets and have been a significant driver of its results. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, the Insurance Group has in place various hedging and reinsurance programs that are designed to mitigate the impact of movements in the equity markets and interest rates. Due to the accounting treatment under U.S. GAAP, certain of these hedging and reinsurance programs contribute to earnings volatility. These programs generally include, among others, the following:

GMIB reinsurance contracts. GMIB reinsurance contracts are used to cede to affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. Under U.S. GAAP, the GMIB reinsurance contracts ceded to non-affiliated reinsurers are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB, on the other hand, are calculated under U.S. GAAP on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts and 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. Because the changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur while offsetting changes in gross reserves for GMIB will be recognized over time, earnings will tend to be more volatile, particularly during periods in which equity markets and/or interest rates change significantly.

Hedging programs. Hedging programs are used to hedge certain risks associated with the VA Guarantee Features. These programs currently utilize various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in VA Guarantee Features’ exposures attributable to movements in the equity markets and interest rates. Although these programs are designed to provide a measure of economic protection against the impact adverse market conditions may have with respect to VA Guarantee Features, they do not qualify for hedge accounting treatment under U.S. GAAP, meaning that as in the case of the GMIB reinsurance contracts, changes in the value of the derivatives will be recognized in the period in which they occur while offsetting changes in reserves will be recognized over time, which will contribute to earnings volatility.

The table below shows, for second quarter and the first ~~quarter~~six months of 2011 and 2010 and the year ended December 31, 2010, the impact on Earnings (loss) from continuing operations before income taxes of the items discussed above (prior to the impact of Amortization of deferred acquisition costs):

Three Months Ended March 31,

Year Ended December 31,

2011

2010

2010

(In Millions)

Income (loss) on free-standing derivatives (1)
$ (848 ) $ (307 ) $ (478 )
Increase (decrease) in fair value of GMIB reinsurance contracts (2)
(201 ) (36 ) 243
(Increase) decrease in GMDB, GMIB and GWBL reserves, net of related GMDB reinsurance (3)
10 (46 ) (922 )
Total
$ (1,039 ) $ (389 ) $ (1,157 )


	Three Months Ended								Six Months Ended
	June 30,								June 30,								Year Ended
	2011				2010				2011				2010				December 31, 2010

	(In Millions)

Income (loss) on free-standing derivatives,(1)
repurchase agreements and reverse
repurchase agreements		$	619			$	3,172			$	(243	)		$	2,892			$	(415	)
Increase (decrease) in fair value of
GMIB reinsurance contracts(2)			134				622				(67	)			586				243
(Increase) decrease in GMDB, GMIB
and GWBL reserves, net of
related GMDB reinsurance(3)			(224	)			(669	)			(213	)			(714	)			(922	)
Total		$	529			$	3,125			$	(523	)		$	2,764			$	(1,094	)

(1)	Reported in Net investment income (loss) in the consolidated ~~statement~~statements of earnings (loss).

(2)	Reported in Increase (decrease) in fair value of reinsurance contracts in the consolidated ~~statement~~statements of earnings (loss).

(3)	Reported in Policyholders’ benefits in the consolidated ~~statement~~statements of earnings (loss).

4552

CRITICAL ACCOUNTING ESTIMATES

Application of Critical Accounting Estimates

AXA Financial Group’s MD&A is based upon its consolidated financial statements that have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires the application of accounting policies that often involve a significant degree of judgment, requiring management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management, on an ongoing basis, reviews and evaluates the estimates and assumptions used in the preparation of the consolidated financial statements, including those related to investments, recognition of insurance income and related expenses, DAC and VOBA, future policy benefits, recognition of Investment Management revenues and related expenses and benefit plan costs. AXA Financial Group bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of such factors for the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If management determines that modifications in assumptions and estimates are appropriate given current facts and circumstances, the consolidated results of operations and financial position as reported in the Consolidated Financial Statements could change significantly.

Management believes the critical accounting policies relating to the following areas are most dependent on the application of estimates, assumptions and judgments:

· Financial Advisory/Insurance Revenue Recognition

· Insurance Reserves and Policyholder Benefits

· DAC and VOBA

· Goodwill and Other Intangible Assets

· Investment Management Revenue Recognition and Related Expenses

· Share-based and Other Compensation Programs

· Pension and Other Postretirement Benefit Plans

· Investments – Impairments and Fair Value Measurements

· Income Taxes

A discussion of each of the critical accounting estimates may be found in AXA Financial’s 2010 Form 10-K, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Application of Critical Accounting Estimates.”

4653

CONSOLIDATED RESULTS OF OPERATIONS

The consolidated earnings (loss) narrative that follows discusses the results for ~~first~~second quarter and six months ended June 30, 2011 compared to the comparable 2010 period’s results.

~~AXA Financial, Inc. - Consolidated Results of Operations~~

AXA Financial, Inc.
Consolidated Results of Operations



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010

	(In Millions)

Universal life and investment-type product policy fee income	$	862		$	813		$	1,809		$	1,588
Premiums		378			383			771			773
Net investment income (loss):
Investment income (loss) from derivative instruments		560			3,141			(315	)		2,804
Other investment income (loss)		849			816			1,648			1,600
Total net investment income (loss)		1,409			3,957			1,333			4,404
Investment gains (losses), net:
Total other-than-temporary impairment losses		(25	)		(52	)		(25	)		(96	)
Portion of loss recognized in other comprehensive income		1			3			1			6
Net impairment losses recognized		(24	)		(49	)		(24	)		(90	)
Other investment gains (losses), net		(4	)		3			(5	)		27
Total investment gains (losses), net		(28	)		(46	)		(29	)		(63	)
Commissions, fees and other income		1,023			926			2,069			1,894
Increase (decrease) in fair value of reinsurance contracts		134			622			(67	)		586
Total revenues		3,778			6,655			5,886			9,182

Policyholders' benefits		947			1,499			1,734			2,401
Interest credited to policyholders' account balances		278			247			549			512
Compensation and benefits		604			559			1,208			1,177
Commissions		274			238			528			459
Distribution related payments		78			71			153			138
Amortization of deferred sales commission		10			12			20			24
Interest expense		84			93			168			188
Amortization of deferred policy acquisition costs and
value of business acquired		287			1,170			559			1,103
Capitalization of deferred policy acquisition costs		(256	)		(236	)		(486	)		(455	)
Rent expense		69			65			139			137
Amortization of other intangible assets		10			10			20			20
Other operating costs and expenses		343			288			659			570
Total benefits and other deductions		2,728			4,016			5,251			6,274

Earnings (loss) from continuing operations before income taxes		1,050			2,639			635			2,908
Income tax (expense) benefit		(329	)		(890	)		(159	)		(812	)

Net earnings (loss)		721			1,749			476			2,096
Less: net (earnings) loss attributable to the
noncontrolling interest		(49	)		(43	)		(109	)		(103	)

Net Earnings (Loss) Attributable to AXA Financial, Inc.	$	672		$	1,706		$	367		$	1,993

Three Months Ended March 31,

2011

2010

(In Millions)

Universal life and investment-type product policy fee income $ 947 $ 775
Premiums 393 390
Net investment income:
Investment loss from derivative instruments (875 ) (337 )
Other investment income 799 784
Total net investment income (76 ) 447
Investment (losses) gains, net:
Total other-than-temporary impairment losses - (44 )
Portion of loss recognized in other comprehensive income - 3
Net impairment losses recognized - (41 )
Other investment gains, net (1 ) 24
Total investment (losses) gains, net (1 ) (17 )
Commissions, fees and other income 1,046 968
Decrease in fair value of reinsurance contracts (201 ) (36 )
Total revenues 2,108 2,527

Policyholders’ benefits 787 902
Interest credited to policyholders’ account balances 271 265
Compensation and benefits 604 618
Commissions 254 221
Distribution plan payments 75 67
Amortization of deferred sales commissions 10 12
Interest expense 84 95
Amortization of deferred policy acquisition costs and value of business acquired 272 (67 )
Capitalization of deferred policy acquisition costs (230 ) (219 )
Rent expense 70 72
Amortization of other intangible assets 10 10
Other operating costs and expenses 316 282
Total benefits and other deductions 2,523 2,258

Earnings (loss) from continuing operations before income taxes (415 ) 269
Income tax (expense) benefit 170 78

Net earnings (loss) (245 ) 347
Less: net earnings attributable to the noncontrolling interest (60 ) (60 )

Net Earnings (Loss) Attributable to AXA Financial, Inc. $ (305 ) $ 287

4754

~~First Quarter~~Three Months Ended June 30, 2011 Compared to ~~First Quarter~~Three Months Ended June 30, 2010

Net ~~loss~~earnings attributable to the AXA Financial Group in ~~first~~second quarter 2011 ~~was $305~~were $672 million, a ~~difference~~decrease of ~~$592 million~~$1.03 billion from the ~~$287 million~~$1.71 billion of net earnings attributable to the AXA Financial Group during ~~first~~second quarter 2010 as ~~increases in policy fee~~lower investment income ~~and commissions, fees and other income and lower policyholders’ benefits were more than offset by higher losses~~ from derivative instruments, a ~~higher decrease~~lower increase in the fair value of reinsurance contracts and increases in ~~DAC and VOBA amortization and~~ other operating costs and ~~expenses.~~expenses were partially offset by increases in policy fee income, lower impairment losses on fixed maturities, higher commissions, fees and other income, lower policyholders’ benefits and lower DAC and VOBA amortization.

Net earnings attributable to the noncontrolling interest ~~was $60~~were $49 million in ~~first~~second quarter 2011 ~~unchanged~~as compared to $43 million from ~~first~~second quarter 2010 as earnings from AllianceBernstein were ~~flat~~higher quarter over ~~quarter, excluding the tax impact the corporate conversion to an LLC had on the Investment Management segment's net earnings.~~quarter.

Net ~~loss of $245 million,~~earnings inclusive of earnings attributable to the noncontrolling interest, ~~was reported~~were $721 million in ~~first~~second quarter 2011, a ~~change~~decrease of ~~$592 million~~$1.03 billion from the ~~$347 million~~$1.75 billion of net earnings reported for ~~first~~second quarter 2010 due to the decline of $1.04 billion in the Financial Advisory/Insurance segment partially offset by the $14 million increase in earnings in the Investment Management segment. There were no results from discontinued operations reported in the second quarters of 2011 and 2010.

Income tax expense in second quarter 2011 was $329 million compared to $890 million in second quarter 2010. The change from quarter to quarter was primarily due to lower earnings in second quarter 2011 compared to second quarter 2010.

Earnings from continuing operations before income taxes were $1.05 billion for second quarter 2011, a decline of $1.59 billion from the $2.64 billion in pre-tax earnings reported for the year earlier quarter. The Financial Advisory/Insurance segment’s earnings from continuing operations totaled $956 million in second quarter 2011, $1.60 billion lower than second quarter 2010’s earnings of $2.56 billion; the decrease was primarily due to lower investment income from derivatives and a lower increase in the fair value of reinsurance contracts partially offset by higher policy fee income, lower impairment losses on fixed maturities, higher commissions, fees and other income, lower policyholders’ benefits and lower DAC and VOBA amortization. The Investment Management segment’s earnings from continuing operations were $93 million in second quarter 2011, $14 million higher than the $79 million in second quarter 2010, principally due to lower net investment income losses and higher distribution revenues, partially offset by higher compensation and benefits, higher distribution related payments and higher other operating costs at AllianceBernstein in the 2011 quarter.

Total consolidated revenues for AXA Financial Group were $3.79 billion in second quarter 2011, a decrease of $2.88 billion from the $6.65 billion reported in the 2010 quarter. The Financial Advisory/Insurance segment posted a $2.92 million decrease in its revenues while the Investment Management segment had an increase of $37 million. The decrease of Financial Advisory/Insurance segment revenues to $3.06 billion in the 2011 period as compared to $5.97 billion in second quarter 2010 was principally due to the $2.58 billion lower investment income from derivatives, a lower increase in the fair value of reinsurance contracts accounted for as derivatives of $134 million as compared to $622 million in the 2010 quarter, partially offset by the $49 million higher policy fee income and the $14 million decrease in investment gains (losses), net. The Investment Management segment’s $728 million in revenues for second quarter 2011 as compared to $691 million in the 2010 period primarily was due to $37 million of lower net investment income losses and a $9 million increase in distribution revenues partially offset by the $10 million decrease in Bernstein research services at AllianceBernstein.

Consolidated total benefits and expenses were $2.73 billion in second quarter 2011, a decrease of $1.29 billion from the $4.02 billion total for the comparable quarter in 2010. The Financial Advisory/Insurance segment’s total expenses were $2.10 billion, a decrease of $1.31 billion from the second quarter 2010 total of $3.41 billion. The second quarter 2011 total expenses for the Investment Management segment were $635 million, $23 million higher than the $612 million in expenses in second quarter 2010. The Financial Advisory/Insurance segment’s decrease was principally due to DAC and VOBA amortization of $287 million in the 2011 quarter as compared to amortization of DAC and VOBA of $1.17 billion in the comparable 2010 quarter and $552 million decline in policyholders’ benefits partially offset by a $41 million increase in other operating costs and expenses (including $25 million related to severance expenses), a $36 million increase in commissions and a $31 million increase in compensation and benefits. The increase in expenses for the Investment Management segment was related to $15 million higher compensation and benefits and a $7 million increase in distribution related payments at AllianceBernstein.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Net earnings attributable to the AXA Financial Group in the first six months of 2011 were $367 million, a decline of $1.63 billion from the $1.99 billion of net earnings attributable to AXA Financial Group during the first six months of 2010 as lower investment income from derivative instruments, a decrease in the fair value of reinsurance contracts compared to an increase in the prior period, higher operating costs and expenses and the absence of a one-time tax benefit in 2010 were partially offset by increases in policy fee income, higher commissions, fees and other income, lower policyholders’ benefits and decreases in DAC and VOBA amortization.

Net earnings attributable to the noncontrolling interest were $109 million in the first six months of 2011 as compared to $103 million from the comparable 2010 period. The increase was principally due to lower losses in AllianceBernstein subsidiaries for which there is a noncontrolling interest, ($15 million for the six months ended June 30, 2011 as compared to $26 million for the comparable prior year).

Net earnings inclusive of earnings attributable to the noncontrolling interest, were $476 million in the first six months of 2011, a decline of $1.62 billion from the $2.10 billion of net earnings reported for the comparable 2010 period due to the respective declines of ~~$444 million~~$1.49 billion and ~~$146~~$132 million in the Financial Advisory/Insurance and Investment Management segments. There were no results from discontinued operations reported in the first ~~quarters~~six months of 2011 and 2010.

Income tax ~~benefit~~expense in the first ~~quarter~~six months of 2011 was ~~$170~~$159 million compared to ~~$78~~$812 million in the comparable 2010 period. The decrease in income tax expense was primarily due to the decrease in pre-tax income. The income tax expense in the first ~~quarter 2010. While there~~six months of 2010 was ~~pre-tax income for first quarter 2010, there was~~also impacted by a tax benefit of $148 million in ~~the~~first quarter 2010 ~~quarter primarily due~~related to the release of state deferred taxes held in the Investment Management segment resulting from the conversion of an AXA Equitable subsidiary from a corporation to a limited liability company, ACMC LLC (“ACMC”). As a limited liability company, ACMC’s income ~~will be~~is subject to state income taxes at the rate of its sole owner, AXA Equitable; that rate is substantially less than the rate previously applicable to ACMC as a corporation. ACMC’s principal asset is its holdings of AllianceBernstein Units. There will continue to be a reduction of related taxes in future periods, but to a far lesser degree.

Income taxes for first quarter 2011 were computed using a discrete effective tax rate method. Management believes that the use of the discrete method was more appropriate than the annual effective tax rate method at this time. The estimated annual effective tax rate would not be reliable due to its sensitivity to small changes to forecasted annual pre-tax earnings. Under the discrete method, AXA Financial determines the tax expense based upon actual results as if the interim period were an annual period. Income taxes for first quarter 2010 were determined using an estimated annual effective tax rate.

~~Loss~~Earnings from continuing operations before income taxes ~~was $415~~were $635 million for the first ~~quarter~~six months of 2011, a decline of ~~$684 million~~$2.27 billion from the ~~$269 million~~$2.91 billion in pre-tax earnings reported for the year earlier ~~quarter.~~period. The Financial Advisory/Insurance segment’s ~~loss~~earnings from continuing operations totaled ~~$532~~$424 million in the first ~~quarter~~six months of 2011, ~~$685 million~~$2.29 billion lower than the first ~~quarter~~six months of 2010’s earnings of ~~$153 million;~~$2.71 billion; the decrease was primarily due to ~~higher~~ investment loss from derivatives as compared to income in the prior period, a ~~larger~~ decrease in the fair value of reinsurance contracts ~~and higher DAC amortization~~as compared to an increase in the prior period partially offset by higher policy fee income, lower impairments on fixed maturities, higher commissions, fees and other income, lower DAC and VOBA amortization and lower policyholders’ benefits. The Investment Management segment’s earnings from continuing operations were ~~$117~~$210 million in the first ~~quarter~~six months of 2011, $3$17 million higher than the $193 million in ~~first quarter~~the comparable 2010 period, principally due to higher distribution revenues, lower net investment ~~gains~~income (loss) in the first six months of 2011 ~~quarter~~ as compared to ~~losses in first quarter~~the 2010 ~~and higher Bernstein research services,~~period, partially offset by higher compensation and benefits, higher distribution ~~plan~~related payments and higher other operating costs at AllianceBernstein in the ~~2011 quarter.~~first six months of 2011.

Total consolidated revenues for AXA Financial Group were ~~$2.11~~$5.89 billion in the first ~~quarter~~six months of 2011, a decrease of ~~$419 million~~$3.30 billion from the ~~$2.53~~$9.18 billion reported in the comparable 2010 ~~quarter.~~period. The Financial Advisory/Insurance segment ~~posted~~reported a ~~$445 million~~$3.36 billion decrease in its revenues while the Investment Management segment had an increase of ~~$25~~$62 million. The decrease of Financial Advisory/Insurance segment revenues to ~~$1.36~~$4.41 billion in the 2011 period as compared to ~~$1.80~~$7.77 billion in the first ~~quarter~~six months of 2010 was principally due to the ~~$537~~$312 million ~~higher~~ investment loss from derivatives as compared to $2.81 billion investment income in the prior period, a ~~higher~~ decrease in the fair value of reinsurance contracts accounted for as derivatives ~~($(201)~~of $67 million ~~and $(36)~~as compared to a $586 million increase in the ~~respective 2011 and~~first six months of 2010, ~~quarters)~~ partially offset by the ~~$172~~$221 million higher policy fee income and the ~~$41~~$158 million ~~decrease~~increase in ~~investment gains (losses), net .~~commissions, fees and other income. The Investment Management segment’s ~~$755 million~~$1.48 billion in revenues for the first ~~quarter~~six months of 2011 as compared to ~~$730 million~~$1.42 billion in the comparable 2010 period primarily was due to a ~~$12~~$49 million improvement in net investment income (loss), and a $9 million increase in distribution revenues ~~and the $9 million increase in Bernstein research services~~ at AllianceBernstein.

Consolidated total benefits and expenses were ~~$2.52~~$5.25 billion in the first ~~quarter~~six months of 2011, ~~an increase~~a decrease of ~~$265 million~~$1.02 billion from the ~~$2.26~~$6.27 billion total for the comparable ~~quarter~~period in 2010. The Financial Advisory/Insurance segment’s total benefits and expenses were ~~$1.89~~$3.99 billion, ~~an increase~~a decrease of ~~$240 million~~$1.07 billion from the first ~~quarter~~six months of 2010 total of ~~$1.65~~$5.06 billion. The first ~~quarter 2011~~six months of 2011’s total expenses for the Investment Management segment were ~~$638~~$1.27 billion, $45 million ~~$22~~ higher than the ~~$616 million~~$1.23 billion in expenses in ~~first quarter 2010.~~the comparable 2010 period. The Financial Advisory/Insurance segment’s ~~increase~~decrease was principally due to DAC and VOBA amortization of ~~$272~~$559 million in the first six months of 2011 ~~quarter~~ as compared to ~~negative~~ amortization of DAC and VOBA of ~~$67 million~~$1.10 billion in the comparable 2010 ~~quarter,~~period, a ~~$33~~$667 million decline in policyholders’ benefits and a $4 million reduction in compensation and benefits, partially offset by a $69 million increase in commissions and a ~~$27~~$68 million increase in other operating costs and expenses ~~partially offset by~~(including a ~~$115~~$26 million ~~decline in policyholders’ benefits and a $35 million reduction in compensation and benefits.~~charge for severance costs). The increase in expenses for the Investment Management segment was related to ~~$21~~$36 million higher compensation and benefits and ~~an $8~~a $15 million increase in distribution ~~plan~~related payments at AllianceBernstein.

4856

RESULTS OF OPERATIONS BY SEGMENT

Financial Advisory/Insurance Segment

~~Financial Advisory/Insurance - Results of Operations~~

Financial Advisory/Insurance Segment
Results of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010

	(In Millions)

Universal life and investment-type product policy fee income	$	862		$	813		$	1,809		$	1,588
Premiums		378			383			771			773
Net investment income (loss):
Investment income (loss) from derivative instruments		562			3,143			(312	)		2,806
Other investment income (loss)		844			849			1,622			1,625
Total net investment income (loss)		1,406			3,992			1,310			4,431
Investment gains (losses), net:
Total other-than-temporary impairment losses		(25	)		(52	)		(25	)		(96	)
Portion of losses recognized in other comprehensive income		1			3			1			6
Net impairment losses recognized		(24	)		(49	)		(24	)		(90	)
Other investment gains (losses), net		(4	)		7			(2	)		27
Total investment gains (losses), net		(28	)		(42	)		(26	)		(63	)
Commissions, fees and other income		303			202			616			458
Increase (decrease) in fair value of reinsurance contracts		134			622			(67	)		586
Total revenues		3,055			5,970			4,413			7,773

Policyholders' benefits		947			1,499			1,734			2,401
Interest credited to policyholders' account balances		278			247			549			512
Compensation and benefits		257			226			500			504
Commission costs		274			238			528			459
Interest expense		83			81			166			166
Amortization of DAC and VOBA		287			1,170			559			1,103
Capitalization of DAC		(256	)		(236	)		(486	)		(455	)
Rent expense		22			20			46			46
Amortization of other intangible assets, net		1			1			2			2
All other operating costs and expenses		206			165			391			323
Total benefits and other deductions		2,099			3,411			3,989			5,061

Earnings (Loss) from Continuing Operations, before
Income Taxes	$	956		$	2,559		$	424		$	2,712

Three Months ended June 30, 2011 as Compared to Three Months Ended June 30, 2010

Three Months Ended March 31,

2011

2010

(In Millions)

Universal life and investment-type product policy fee income $ 947 $ 775
Premiums 393 390
Net investment income:
Investment loss from derivative instruments (874 ) (337 )
Other investment income 778 776
Total net investment income (96 ) 439
Investment (losses) gains, net:
Total other-than-temporary impairment losses - (44 )
Portion of losses recognized in other comprehensive income - 3
Net impairment losses recognized - (41 )
Other investment gains, net 2 20
Total investment (losses) gains, net 2 (21 )
Commissions, fees and other income 313 256
Decrease in fair value of reinsurance contracts (201 ) (36 )
Total revenues 1,358 1,803

Policyholders’ benefits 787 902
Interest credited to policyholders’ account balances 271 265
Compensation and benefits 243 278
Commission costs 254 221
Interest expense 83 85
Amortization of DAC and VOBA 272 (67 )
Capitalization of DAC (230 ) (219 )
Rent expense 24 26
Amortization of other intangible assets, net 1 1
All other operating costs and expenses 185 158
Total benefits and other deductions 1,890 1,650

Earnings (Loss) from Operations before Income Taxes $ (532 ) $ 153

Revenues

In ~~first~~second quarter 2011, the Financial Advisory/Insurance segment’s revenues decreased ~~$445 million~~$2.92 billion to ~~$1.36~~$3.06 billion from ~~$1.80~~$5.97 billion in the 2010 quarter. The revenue decrease for this segment was principally due to ~~higher~~lower investment ~~losses~~income from derivative instruments in the 2011 quarter ~~and~~as compared to the prior year’s quarter of $2.58 billion, a ~~higher decrease~~lower increase in the fair value of the reinsurance contracts as compared to the 2010 quarter of $488 million partially offset by higher policy fee income ~~the $57~~of $49 million, $101 million higher commissions, fees and other income and the ~~absence of~~$24 million impairment loss in the 2011 quarter as compared to ~~$41~~$49 million in ~~losses~~impairment loss in the year earlier quarter.

4957

Policy fee income totaled ~~$947~~$862 million in ~~first~~second quarter 2011, ~~$172~~$49 million higher than for ~~first~~second quarter 2010. This increase was primarily due to a decrease in the initial fee liability resulting from the projection of lower future costs of insurance charges, partially offset by the expectation of higher future margins in later policy years from variable and interest sensitive life products, and higher fees earned on higher average Separate Account balances due primarily to market appreciation in 2010 and continuing into 2011.

Net investment ~~losses~~income totaled ~~$96 million~~$1.41 billion in ~~first~~second quarter 2011, a decline of ~~$535 million~~$2.59 billion from the ~~$439 million of net investment income~~$3.99 billion in the 2010 quarter primarily due to the ~~$537 million increase~~$2.58 billion decrease in ~~losses~~income on derivative instruments ($~~874~~562 million in the 2011 quarter as ~~compare~~compared to ~~$337 million~~$3.14 billion in the year earlier period). Other investment income ~~increased $2~~decreased $5 million to ~~$778~~$844 million as the ~~$62~~$34 million increase from equity limited partnerships was offset by the ~~$39~~$22 million decline on trading securities ($1190 million of ~~losses~~income in the 2011 quarter versus the ~~$28~~$112 million ~~in income~~ in the 2010 quarter) and ~~$16~~$14 million lower income on fixed maturities.

Investment ~~gains,~~losses, net totaled $2$28 million in ~~first~~second quarter 2011 as compared to ~~net losses of $21~~$42 million in the prior year’s ~~comparable~~ quarter. The Financial Advisory/Insurance segment’s net ~~gain~~loss in ~~first~~second quarter 2011 was due to $3$24 million ~~of gains from the sale of General Account fixed maturities, down from $27 million in the year earlier period and the absence~~ of writedowns on fixed maturities in ~~first~~second quarter 2011 as compared to ~~writedowns of $41~~$49 million in ~~first~~second quarter 2010. Gains from sales of fixed maturities totaled $5 million in second quarter 2011 as compared to $4 million in second quarter 2010. In addition, there was $1$11 million in additions to valuation allowances on mortgage loans in the ~~first three months~~second quarter of 2011 as compared to $9$5 million in the 2010 period.

Commissions, fees and other income increased ~~$57~~$101 million in ~~first~~second quarter 2011 to ~~$313~~$303 million from ~~$256~~$202 million in ~~first~~second quarter 2010. The Financial Advisory/Insurance segment’s ~~first~~second quarter 2011 increase was principally due to a ~~$21~~$5 million increase in the fair value of foreign exchange contracts in the 2011 quarter as compared to a $72 million decrease in second quarter 2010 and a $23 million increase to ~~$211~~$215 million of gross investment management and distribution fees received from EQAT and VIP Trust due to a higher asset base primarily due to market appreciation, a $21 million lower decrease in the fair value of foreign exchange contracts (from $30 million in first quarter 2010 to $9 million in the 2011 quarter) and a $15 million increase primarily in third party fee income at AXA Advisors and AXA Network.appreciation.

In ~~first~~second quarter 2011, there was a ~~$201~~$134 million ~~decrease~~increase in the fair value of the GMIB reinsurance contracts, which are accounted for as derivatives, as compared to a ~~$36~~$622 million ~~decrease~~increase in ~~their fair value in first~~second quarter 2010; both quarters’ changes reflected existing capital market conditions.

Benefits and Other Deductions

Total benefits and other deductions ~~increased $240 million~~decreased $1.31 billion in ~~first~~second quarter 2011 to ~~$1.89~~$2.10 billion principally due to the Financial Advisory/Insurance segment’s ~~$339~~$883 million ~~higher~~lower DAC and VOBA amortization, ~~$272~~$287 million in ~~first~~second quarter 2011 as compared to ~~a negative $67 million~~$1.17 billion of DAC and VOBA amortization in the 2010 ~~quarter.~~quarter and $552 million lower policyholders’ benefits.

In ~~first~~second quarter 2011, policyholders’ benefits totaled ~~$787~~$947 million, a decrease of ~~$115~~$552 million from the ~~$902 million~~$1.50 billion reported for ~~first~~second quarter 2010. The decrease was principally due to a ~~$43~~$348 million lower increase in GMDB/GMIB reserves ($17199 million in ~~first~~second quarter ~~2011as~~2011 as compared to ~~$60~~$547 million in ~~first~~second quarter 2010), a ~~$13~~$97 million ~~higher decrease~~lower increase in the GWBL reserves (a ~~$27~~$25 million ~~decline~~increase in the 2011 quarter as compared to the ~~$14~~$122 million ~~decrease~~increase in the year earlier period) as well as a ~~$32~~$92 million decrease to ~~$630~~$599 million in benefits paid in the 2011 period. These decreases were supplemented by the ~~$40~~$19 million lower increase in no lapse guarantee reserves ($131 million in ~~first~~second quarter 2011 as compared to ~~$53~~$20 million in the 2010 quarter). ~~Policyholders~~Policyholders’ dividends ~~increased $13~~decreased $8 million to ~~$154~~$123 million in second quarter 2011.

Interest credited to policyholders’ account balances increased $31 million in second quarter 2011 to $278 million from $247 million in second quarter 2010 primarily due to the ~~first three months~~absence of ~~2011,~~a $15 million liability release in second quarter 2010, and higher average policyholders’ account balances partially ~~offsetting the above listed declines.~~offset by lower crediting rates.

Total compensation and benefits ~~decreased $35~~increased $31 million to ~~$243~~$257 million in ~~first~~second quarter 2011 from ~~$278~~$226 million in ~~first~~second quarter 2010. The ~~decrease~~increase for the Financial Advisory/Insurance segment was primarily due to higher incentive compensation, an $18 million decrease in salaries ($10 million in agent compensation and $8 million in salaries for employees transferred to an unconsolidated affiliate in 2011, whose related party costs are now reported in other operating costs and expenses) and a $12 million decreaseincrease in share-based and other compensation programs ~~including a $8 million decrease~~and an increase in ~~expense related to performance shares.~~employee benefit costs.

For ~~first~~second quarter 2011, commissions in the Financial Advisory/Insurance segment totaled ~~$254~~$274 million, an increase of ~~$33~~$36 million from ~~$221~~$238 million in ~~first~~second quarter 2010 principally due to higher asset based compensation reflecting higher asset values, higher mutual fund commissions and increased variable annuity and universal life product sales.

DAC and VOBA amortization was ~~$272~~$287 million in ~~first~~second quarter 2011, a change of ~~$339~~$883 million from ~~$67 million~~$1.17 billion of ~~negative~~ amortization in ~~first~~second quarter 2010. The larger DAC ~~and VOBA~~ amortization ~~increase~~ in ~~first quarter 2011~~2010 was primarily due to ~~the projection of~~substantial hedge gains from lower ~~future cost of insurance charges and higher baseline~~market performance. In second quarter 2011, DAC amortization ~~partially offset~~was reduced by ~~the expectation of higher future~~$131 million due to a favorable change in expected mortality margins ~~in later policy years~~ from variable and interest sensitive life products. First quarter 2011 had negative amortization for the Accumulator ® product due to hedge losses from positive market performance. Quarter over quarter, amortization in first quarter 2011 was less negative than in first quarter 2010 primarily due to lower expected future gross profits. Amortization from all other products was positive for both periods.

In accordance with the guidance for the accounting and reporting by insurance enterprises for certain long-duration contracts and participating contracts and for realized gains and losses from the sale of investments, current and expected future profit margins for products covered by this guidance are examined regularly in determining the amortization of DAC. Due primarily to the significant decline in Separate Accounts balances during 2008 and a change in the estimate of average gross short-term annual return on Separate Accounts balances to 9.0%, future estimated gross profits for certain issue years for the Accumulator® products were expected to be negative as the increases in the fair values of derivatives used to hedge certain risks related to these products are recognized in current earnings while the related reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. As required under U.S. GAAP, for those issue years with future estimated negative gross profits, the DAC amortization method was permanently changed in fourth quarter 2008 from one based on estimated gross profits to one based on estimated account balances for the Accumulator® products, subject to loss recognition testing. In second quarter 2011, the DAC amortization method was changed to one based on estimated account balances for all issue years for the Accumulator® products due to the continued volatility of margins and the continued emergence of periods of negative margins.

For universal life products and investment-type products, DAC is amortized over the expected total life of the contract group as a constant percentage of estimated gross profits arising principally from investment results, Separate Account fees, mortality and expense margins and surrender charges based on historical and anticipated future experience, updated at the end of each accounting period. 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 earnings 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 accumulated comprehensive income in consolidated shareholder’s equity as of the balance sheet date.

A significant assumption in the amortization of DAC on variable annuities and, to a lesser extent, on variable and interest-sensitive life insurance relates to projected future Separate Account 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 reversion to the mean approach,. a commonly used industry practice. This future return approach influences the projection of fees earned, ~~costs incurred associated with the GMDB and GMIB features related to the variable annuity contracts,~~ 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 ~~and decrease the costs incurred associated with the GMDB and GMIB features related to the variable annuity contracts,~~ 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. Currently, the average gross long-term return estimate is measured from December 31, 2008. 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 ~~March 31,~~June 30, 2011, the average gross short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities was 9% (6.74% net of product weighted average Separate Account fees), and the gross maximum and minimum short-term annual rate of return limitations were 15% (12.74% net of product weighted average Separate Account fees) and ~~0.0% ((-2.26%)~~0% (-2.26% net of product weighted average Separate Account fees), respectively. The maximum duration over which these rate limitations may be applied is 5 years. This approach will continue to be applied in future periods. 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 5 years in order to reach the average gross long-term return estimate, the application of the 5 year maximum duration limitation would result in an acceleration of DAC amortization. Conversely, actual market returns resulting in assumed future market returns of 0.0% for more than 5 years would result in a required deceleration of DAC amortization. At ~~March 31,~~June 30, 2011, current projections of future average gross market returns assume a ~~0.0%~~0% annualized return for the next ~~six~~seven quarters, which is within the maximum and minimum limitations, and assume a reversion to the mean of 9% in ~~twelve~~eleven quarters. To demonstrate the sensitivity of variable annuity DAC amortization, a 1% increase in the assumption for future Separate Account rate of return would result in an approximately ~~$522~~$250 million net decrease in DAC amortization ~~due primarily to a projected decrease in the fair values of derivatives used to hedge certain risks related to these products,~~ and a 1% decrease in the assumption for future Separate Account rate of return would result in an approximately ~~$368~~$219 million net increase in DAC amortization. This information considers only the effect of changes in the future Separate Account rate of return and not changes in any other assumptions used in the measurement of the DAC balance.

In addition, projections of future mortality assumptions related to variable and interest-sensitive life products are based on a long-term average of actual experience. This assumption is updated quarterly to reflect recent experience as it emerges. Improvement of life mortality in future periods from that currently projected would result in future deceleration of DAC amortization. Conversely, deterioration of life mortality in future periods from that currently projected would result in future acceleration of DAC amortization. Generally, life mortality experience has been improving in recent years.

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

DAC capitalization totaled ~~$230~~$256 million in ~~first~~second quarter 2011, an increase of ~~$11~~$20 million from the ~~$219~~$236 million reported in ~~first~~second quarter 2010. The increase was primarily due to a ~~$19~~$24 million increase in first-year commissions, partially offset by a $4 million decrease in deferrable operating expenses.

Other operating costs and expenses for the Financial Advisory/Insurance segment increased $41 million to $206 million in the second quarter of 2011 as compared to $165 million in the year earlier quarter principally due to $25 million of severance costs recorded in second quarter 2011, a $16 million increase in legal expenses and litigation reserves and $14 million in expenses related to fees paid to an affiliate in 2011 (including the $10 million related to employee salaries previously reported in compensation and benefits in the consolidated statement of earnings), partially offset by a $7 million decrease in printing and stationary expenses and a $4 million decrease in advertising expenses.

Six Months Ended June 30, 2011 as Compared to Six Months Ended June 30, 2010

Revenues

In the first six months of 2011, the Financial Advisory/Insurance segment’s revenues decreased $3.36 billion to $4.41 billion from $7.77 billion in the 2010 period. The revenue decrease for this segment was principally due to investment losses from derivative instruments in the first six months of 2011, as compared to investment income in the first six months of 2010, and a decrease in the fair value of the reinsurance contracts in the first six months of 2011 as compared to an increase in the 2010 period partially offset by higher policy fee income of $221 million, the $158 million higher commissions, fees and other income and $24 million of impairment losses in the first six months of 2011 as compared to $90 million in impairment losses in the year earlier period.

Policy fee income totaled $1.81 billion in the first six months of 2011, $221 million higher than for the 2010 period. This increase was primarily due to higher fees earned on higher average Separate Account balances due primarily to market appreciation in 2010 and continuing into 2011 and a decrease in the initial fee liability resulting from the projection of lower future cost of insurance charges (more than offset in DAC amortization).

Net investment income totaled $1.31 billion in the first six months of 2011, a decline of $3.12 billion from the $4.43 billion in the 2010 period primarily due to losses on derivative instruments of $312 million in the first six months of 2011 as compared to income of $2.81 billion in the year earlier period. Other investment income decreased $3 million to $1.62 billion as the $96 million increase from equity limited partnerships were offset by the $59 million decline in income on trading securities ($81 million in income in the first six months of 2011 versus $140 million in the 2010 period) and $30 million lower income on fixed maturities.

Investment losses, net totaled $26 million in the first six months of 2011 as compared to net losses of $63 million in the prior year’s comparable period. The Financial Advisory/Insurance segment’s net losses in the first six months of 2011 was due to the $24 million of writedowns on fixed maturities in the first six months of 2011 as compared to $90 million in the comparable 2010 period (all of which related to CMBS securities) partially offset by $8 million of gains from the sale of General Account fixed maturities, down from $31 million from the year earlier period. In addition, there were $11 million in additions to valuation allowances on mortgage loans in the first six months of 2011 as compared to $14 million in the 2010 period.

Commissions, fees and other income increased $158 million in the first six months of 2011 to $616 million from $458 million in the comparable 2010 period. The Financial Advisory/Insurance segment’s increase in the first six months of 2011 were principally due to a $98 million lower decrease in the fair value of foreign exchange contracts (from $102 million in the first six months of 2010 to $4 million in the comparable 2011 period), a $43 million increase to $426 million of gross investment management and distribution fees received from EQAT and VIP Trust due to a higher asset base primarily due to market appreciation, and a $17 million increase primarily in third party fee income at AXA Advisors and AXA Network.

In the first six months of 2011, there was a $67 million decrease in the fair value of the GMIB reinsurance contracts, which are accounted for as derivatives, as compared to a $586 million increase in their fair value in the first six months of 2010; both quarters’ changes reflected existing capital market conditions.

Benefits and Other Deductions

Total benefits and other deductions decreased $1.07 billion in the first six months of 2011 to $3.99 billion principally due to the Financial Advisory/Insurance segment’s $667 million decrease in policyholders’ benefits and $544 million lower DAC and VOBA amortization ($559 million in the first six months of 2011 as compared to $1.10 billion in the comparable 2010 period).

In the first six months of 2011, policyholders’ benefits totaled $1.73 billion, a decrease of $667 million from the $2.40 billion reported for the comparable 2010 period. The decrease was principally due to a $392 million lower increase in GMDB/GMIB reserves ($215 million in the first six months of 2011 as compared to $607 million in the first six months of 2010), a $109 million decrease in the GWBL reserves (a $2 million decline in the first six months of 2011 as compared to the $107 million increase in the year earlier period) as well as a $110 million decrease to $1.23 billion in benefits paid in the 2011 period. These decreases were supplemented by the $60 million lower increase in no lapse guarantee reserves ($13 million in the first six months of 2011 as compared to $73 million in the first six months of 2010). Policyholders dividends increased $4 million to $277 million in the first six months of 2011, partially offsetting the above listed declines.

Total compensation and benefits decreased $4 million to $500 million in the first six months of 2011 from $504 million in the comparable 2010 period. The decrease for the Financial Advisory/Insurance segment was primarily due to a $6 million decrease in salaries ($9 million in agent compensation and $22 million in salaries for employees transferred to an unconsolidated affiliate in 2011, whose related party costs are now reported in other operating costs and expenses, partially offset by higher incentive compensation and a $3 million increase in share-based and other compensation programs.

For the first six months of 2011, commissions in the Financial Advisory/Insurance segment totaled $528 million, an increase of $69 million from $459 million in the first six months of 2010 principally due to higher asset based compensation reflecting higher asset values, higher mutual fund commissions and increased variable annuity and universal life product sales.

DAC and VOBA amortization was $559 million in the first six months of 2011, a decrease of $544 million from $1.10 billion of amortization in the comparable 2010 period. The larger DAC and VOBA amortization in 2010 was primarily due to substantial hedge gains from lower market performance in the first six months of 2010. In 2011, DAC amortization was reduced due to a favorable change in expected mortality margins and higher future margins in later policy years, partially offset by lower projected cost of insurance charges in variable and interest sensitive life products (partially offset in the initial fee liability).

DAC capitalization totaled $486 million in the first six months of 2011, an increase of $31 million from the $455 million reported in the comparable 2010 period. The increase was primarily due to a $43 million increase in first-year commissions, partially offset by a $12 million decrease in deferrable operating expenses.

Other operating costs and expenses for the Financial Advisory/Insurance segment increased ~~$27~~$68 million to ~~$185~~$391 million in the first ~~three~~six months of 2011 as compared to ~~$158~~$323 million in the year earlier ~~quarter~~period principally due to ~~$12~~$26 million in severance costs recorded in the first six months of 2011, $22 million in expenses related to fees paid to an affiliate in 2011 ~~including the $8 million~~ related to employee salaries previously reported in compensation and benefits in the consolidated statement of earnings, ~~$4 million higher consulting expenses, $4 million higher sub-advisory fees, a $2~~an $18 million increase in legal expenses and litigation reserves and $9 million higher sub-advisory fees partially offset by a $2$7 million ~~increase~~decrease in ~~restructuring~~advertising expenses.

Premiums and Deposits

The market for annuity and life insurance products of the types issued by the Insurance Group continues to be dynamic as the global economy and capital markets continue to recover from the period of significant stress experienced in recent years. Among other things:

·	features and pricing of various products, including but not limited to variable annuity products, continue to change, ~~rapidly,~~ in response to changing customer preferences, company risk appetites, capital utilization and other factors, and

·	various insurance companies, including one or more in the Insurance Group, have eliminated and/or limited sales of certain annuity and life insurance products or ~~features~~features.

The following table lists sales for major insurance product lines and mutual funds. Premiums and deposits are presented net of internal conversions and are presented gross of reinsurance ceded.

~~Premiums, Deposits and Mutual Fund Sales~~

Premiums, Deposits and Mutual Fund Sales					Premiums, Deposits and Mutual Fund Sales
	Three Months Ended March 31,
	2011		2010
Retail	(In Millions)
						Three Months Ended				Six Months Ended
						June 30,				June 30,
						2011		2010		2011		2010

						(In Millions)
Retail:
Annuities
First year	$	768	$	697		$	853	$	770	$	1,621	$	1,467
Renewal		598		596			606		602		1,204		1,198
		1,366		1,293
							1,459		1,372		2,825		2,665
Life(1)
First year		75		67			74		70		149		137
Renewal		566		580			563		569		1,129		1,149
		641		647			637		639		1,278		1,286
Other(2)
First year		3		3			3		3		6		6
Renewal		66		67			54		61		120		128
		69		70			57		64		126		134

Total retail		2,076		2,010			2,153		2,075		4,229		4,085

Wholesale:
Annuities
First year		366		298			404		416		770		714
Renewal		111		122			100		125		211		247
		477		420			504		541		981		961
Life(1)
First year		40		31			47		36		87		67
Renewal		184		163			191		164		375		327
		224		194			238		200		462		394

Other		-		-			-		1		-		1


Total wholesale		701		614			742		742		1,443		1,356

Total Premiums and Deposits	$	2,777	$	2,624		$	2,895	$	2,817	$	5,672	$	5,441

Total Mutual Fund Sales(3)	$	1,120	$	1,126		$	1,224	$	1,278	$	2,344	$	2,404

The second quarter 2010 investment loss of $4 million principally resulted from losses on sales of investments including investments in AllianceBernstein’s consolidated joint venture.

Expenses

The Investment Management segment’s total expenses were $635 million in second quarter 2011, an increase of $23 million as compared to $612 million in the 2010 quarter principally due to higher compensation and benefits, higher other operating costs and expenses and higher distribution related payments partially offset by lower interest expense.

The Investment Management segment’s employee compensation and benefits expense in the 2011 period totaled $348 million, a $15 million increase as compared to $333 million in the 2010 quarter. Base compensation, fringe benefits and other employment costs for second quarter 2011 increased $8 million due to higher salaries. Incentive compensation increased $4 million in second quarter 2011 due to higher deferred compensation vesting expense offset by lower cash incentive compensation.. Commission expense increased $2 million in the 2011 quarter reflecting higher private client sales volume.

The distribution related payment increase of $7 million to $78 million in second quarter 2011 from $71 million in the second quarter of 2010 was in line with the increase in distribution revenues.

The decrease of $11 million of interest expense was primarily due to the repayment of senior notes in 2010.

The increase of $12 million to $142 million in other operating costs and expenses were primarily due to $4 million higher transfer fees, $3 million higher travel and entertainment expenses and $2 million higher portfolio services expenses.

Six Months Ended June 30, 2011 as Compared to Six Months Ended June 30, 2010

Revenues

The Investment Management segment’s pre-tax earnings from continuing operations for the first six months of 2011 were $210 million, an increase of $17 million from $193 million in the prior year’s comparable period.

Revenues totaled $1.48 billion in the first six months of 2011, an increase of $62 million from $1.42 billion in the comparable 2010 period, primarily due to lower net investment losses and higher distribution revenues.

Investment advisory and services fees include base fees and performance fees. In the first six months of 2011, investment advisory and services fees totaled $1.02 billion, a decrease of $2 million from the $1.03 billion in the comparable 2010 period. The 2011 decrease in investment advisory and services fees were primarily due to the $5 million decrease in base fees offset by the $3 million increase in performance fees.

In the first six months of 2011, the Bernstein research revenues were $227 million, a $1 million decrease from the $228 million in the 2010 period. This decrease was driven by lower market volumes.

The distribution revenues increased $17 million to $181 million in the first six months of 2011 as compared to $164 million in the comparable 2010 period. This increase was due to the increase in Retail average AUM, but also reflected a higher increase in the Retail AUM on which distribution fees are received compared to sub-advisory AUM on which no such fees are earned.

Net investment income (loss) consisted principally of dividend and interest income and realized and unrealized gains (losses) on trading and other investments, offset by interest expense related to interest accrued on cash balances on customers’ brokerage accounts. The ~~$12~~$49 million ~~increase~~decrease in net investment ~~income~~loss to $8$1 million in the first ~~quarter~~six months of 2011 as compared to $4$50 million of net investment loss in ~~the~~ 2010 ~~quarter~~ was primarily due to $8 million of investment income from deferred compensation related investments in the first six months of 2011 as compared to $26 million of investment losses in the comparable prior period and $13 million lower investment loss from investments in venture capital joint ventures ($516 million in the first ~~quarter~~six months of 2011 versus ~~$18~~$29 million in the year earlier ~~period.~~period).

The increase in the first ~~quarter~~six months of 2011 ~~decrease~~ of ~~$7 million to~~ $3 million in investment losses, net as compared to no investment gains, net ~~of $4 million~~ in ~~first quarter~~the comparable 2010 period principally resulted from losses in the first six months of 2011 ~~quarter~~ on sales of investments including investments in AllianceBernstein’s consolidated joint venture as compared to no gains (losses) in the 2010 ~~quarter.~~period.

Expenses

The Investment Management segment’s total expenses were ~~$638 million~~$1.27 billion in the first ~~quarter~~six months of 2011, an increase of ~~$22~~$45 million as compared to ~~$616 million~~$1.23 billion in the comparable 2010 ~~quarter~~period principally due to higher compensation and benefits, higher other operating costs and expenses and higher distribution ~~plans payments.~~related payments partially offset by lower interest expense.

The segment’s employee compensation and benefits expense in the first six months of 2011 ~~period~~ totaled ~~$361~~$709 million, a ~~$21~~$36 million increase as compared to ~~$340~~$673 million in the comparable 2010 ~~quarter.~~period. Base compensation, fringe benefits and other employment costs for the first ~~quarter~~six months of 2011 increased ~~$12~~$20 million due to higher ~~salaries.~~salaries partially offset by lower severance costs. Commission expense increased $5$7 million in the first six months of 2011 ~~quarter~~ reflecting higher private client sales volume. Incentive compensation increased $3$7 million in the first ~~quarter~~six months of 2011 due to higher deferred compensation vesting expense offset by lower cash incentive compensation.

The distribution related payment increase of $8$15 million to ~~$75 million in first quarter 2011 from $67~~$153 million in the first ~~three~~six months of 2011 from $138 million in the first six months of 2010 was in line with the increase in distribution revenues.

~~First quarter~~The first six months of 2010 included a $12 million real estate charge; there was no comparable expense in the 2011 ~~quarter.~~period.

Interest expense decreased $20 million to $2 million in the first six months of 2011 primarily due to the repayment of senior notes in 2010.

The increase of ~~$16~~$28 million to ~~$136~~$278 million in other operating costs and expenses was primarily due to $5$8 million higher travel and entertainment expenses, $3$6 million higher transfer fees, $5 million higher portfolio services expenses and $3$5 million higher professional fees.

5666

Fees and Assets under Management

Breakdowns of fees and assets under management follow:

~~Fees and Assets Under Management~~

Fees and Assets Under Management					Fees and Assets Under Management

										At or For the
						Three Months Ended				Six Months Ended
						June 30,				June 30,
	Three Months Ended March 31,					2011		2010		2011		2010
	2011		2010
	(In Millions)					(In Millions)

FEES
Third party	$	498	$	495		$	490	$	495	$	988	$	990
General Account and other		11		9			11		10		22		19
Insurance Group Separate Accounts		6		8			7		8		13		16
Total Fees	$	515	$	512		$	508	$	513	$	1,023	$	1,025

ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party	$	415,977	$	432,406						$	398,659	$	392,059
General Account and other		35,803		34,677							36,904		35,795
Insurance Group Separate Accounts		25,520		25,217							25,465		20,317
Total AllianceBernstein		477,300		492,300							461,028		448,171

Insurance Group
General Account and other(2)		27,977		25,624							29,274		30,549
Insurance Group Separate Accounts		72,000		63,941							71,527		60,902
Total Insurance Group		99,977		89,565							100,801		91,451

Assets by Account:
Total by Account:
Third party(1)		415,977		432,406							398,659		392,059
General Account and other(2)		63,780		60,301							66,178		66,344
Insurance Group Separate Accounts		97,520		89,158							96,992		81,219
Total Assets Under Management	$	577,277	$	581,865						$	561,829	$	539,622

(1)

Includes ~~$44.34~~$37.76 billion and ~~$41.77~~$45.84 billion of assets managed on behalf of AXA affiliates at ~~March 31,~~June 30, 2011 and 2010, respectively. Third party assets under management include 100% of the estimated fair value of real estate owned by joint ventures in which third party clients own an interest.

(2)

Includes invested assets of AXA Financial not managed by the AllianceBernstein, principally policy loans, totaling approximately ~~$22.57~~$23.49 billion and ~~$20.16~~$25.14 billion at ~~March 31,~~June 30, 2011 and 2010, respectively, and mortgages and equity real estate totaling $5.78 billion and $5.41 billion ~~and $5.46 billion~~ at ~~March 31,~~June 30, 2011 and 2010, respectively.

Fees for assets under management ~~increased $3~~decreased $2 million during the first ~~quarter~~six months of 2011 from the comparable 2010 period due to ~~an increase~~a decrease in performance fees. Total assets under management ~~decreased $4.59~~increased $22.2 billion, primarily due to ~~lower~~higher third party assets under management at AllianceBernstein ~~partially offset by~~and higher Insurance Group Separate Accounts AUM. AllianceBernstein’s ~~decline~~increase in AUM at ~~March 31,~~June 30, 2011 resulted from ~~net outflows~~market appreciation partially offset by ~~market appreciation.~~net outflows. General Account and other assets under management ~~increased $2.35 billion~~decreased $166 million from the first ~~quarter~~six months of 2010. The ~~$8.36~~$15.77 billion increase in Insurance Group Separate Account assets under management at the end of the first ~~quarter~~six months of 2011 as compared to ~~March 31,~~the 2010 period resulted from increases in EQAT’s and other Separate Accounts’ AUM due to market appreciation.

AllianceBernstein’s assets under management at the end of the first ~~quarter~~six months of 2011 totaled ~~$477.30~~$461.0 billion as compared to ~~$492.30~~$448.2 billion at ~~March 31,~~June 30, 2010 as market appreciation of ~~$41.0~~$82.4 billion ~~was more than~~and $9.10 billion related to acquisitions were partially offset by net outflows of ~~$64.0~~$78.7 billion. The gross inflows were ~~$21.0~~$16.6 billion, ~~$30.8~~$30.6 billion and ~~$7.9~~$7.4 billion in institutional investment, retail and private client channels, respectively, as compared to corresponding outflows of ~~$56.1~~$78.7 billion, ~~$33.7~~$42.6 billion and ~~$6.3~~$12.0 billion, respectively. Non-US clients accounted for ~~35%~~35.1% of the ~~March 31,~~June 30, 2011 total.

5767

AllianceBernstein also classifies its assets under management by its four investment services categories: Value Equity, Growth Equity, Fixed Income and Other. Since ~~first~~second quarter 2010, the two Equity services have experienced net outflows while the Fixed Income services have shown net inflows. There was a ~~$32.0~~$17.8 billion decrease in Value Equity to ~~$137.4~~$121.4 billion at ~~March 31,~~June 30, 2011 as the ~~$13.3~~$36.8 billion of market appreciation and ~~$11.2~~$8.0 billion of new investments were more than offset by the ~~$56.5~~$62.6 billion of long-term outflows. Growth Equity assets under management totaled ~~$71.4~~$62.6 billion, ~~$19.8~~$11.9 billion lower than its ~~March 31,~~June 30, 2010 balance due to ~~$33.8~~$37.6 billion in outflows that were partially offset by ~~$9.4~~$19.9 billion in market appreciation and ~~$4.6~~$1.2 billion of new investments. Assets under management in Fixed Income products increased ~~$17.7~~$17.3 billion to ~~$210.0~~$215.8 billion between ~~March 31,~~June 30, 2010 and ~~March 31,~~June 30, 2011 as ~~$37.8~~$33.8 billion in new investments and ~~$12.3~~$15.4 billion in market appreciation were partially offset by ~~$32.4~~$31.9 billion in outflows. The ~~$19.1~~$25.2 billion increase in Other assets under management to ~~$58.5~~$61.2 billion resulted from ~~$8.0~~$7.9 billion in acquisition AUM, ~~$6.0~~$10.3 billion in market appreciation and ~~$6.1~~$8.2 billion in new investments being partially offset by ~~$1.0~~$1.2 billion in net outflows. AllianceBernstein management believes the net outflows in the Equity and Other services and net inflows in the Fixed Income services are attributable to the investment performance in the short-term and long-term relative to benchmarks and other investment managers. Other contributing factors include financial market conditions, the experience of the portfolio manager, the client’s overall relationship with AllianceBernstein, the level and quality of client servicing, recommendations of consultants, and changes in clients’ investment preferences and liquidity needs.

Average assets under management totaled ~~$481.1~~$474.0 billion for the quarter ended ~~March 31,~~June 30, 2011 as compared to ~~$480.7~~$472.1 billion for the prior year’s comparable period. The respective increases for the Retail and Private Client channels of ~~$8.0~~$8.5 billion and ~~$4.6~~$4.8 billion, respectively, were offset by the ~~$12.2~~$11.4 billion decline in the Institutional channel while the respective average AUM increases for the Fixed Income and Other categories of ~~$19.8~~$18.3 billion and ~~$19.2~~$22.4 billion were offset by decreases of ~~$22.4~~$23.9 billion and ~~$16.2~~$14.9 billion, respectively, in the Value Equity and Growth Equity services.

GENERAL ACCOUNTS INVESTMENT PORTFOLIO

The Insurance Group’s consolidated investment portfolio is composed of the General Account investment portfolios of the Financial Advisory/Insurance segment and investment assets of AXA Financial (“the Holding Company”) and its distribution and non-operating subsidiaries (together, the “Holding Company Group”). The General Account Investment Assets (“GAIA”) portfolio consists of a well diversified portfolio of public and private fixed maturities, commercial and agricultural mortgages and other loans, equity securities and other invested assets.

The General Accounts’ portfolios and investment results support the insurance and annuity liabilities of the segment’s business operations. The following table reconciles the consolidated balance sheet asset amounts to GAIA.

~~General Account Investment Assets~~

~~March 31, 2011~~

General Account Investment Assets													General Account Investment Assets
June 30, 2011													June 30, 2011

							Holding														Holding
	Balance						Company						Balance								Company
	Sheet Total			Other (1)			Group (2) (4)			GAIA (5)			Sheet Total				Other(1)				Group(2) (4)				GAIA(5)
	(In Millions)
													(In Millions)
Balance Sheet Captions:
Fixed maturities, available-for-sale, at fair value (3)	$	41,893		$	(279	)	$	1		$	42,171
Fixed maturities, available for sale, at fair value(3)														$	43,131			$	79			$	1			$	43,051
Mortgage loans on real estate		4,864			(388	)		-			5,252				5,289				(335	)			-				5,624
Equity real estate		546			(1	)		396			151				493				(1	)			398				96
Policy loans		4,915			(144	)		-			5,059
Policy Loans															4,906				(147	)			-				5,052
Other equity investments		1,869			335			-			1,534				1,957				379				-				1,579
Trading securities		3,039			531			-			2,508				3,051				521				-				2,530
Other invested assets		1,818			1,806			-			12				1,984				1,971				-				13
Total investments		58,944			1,860			397			56,687				60,811				2,467				399				57,945
Cash and cash equivalents		3,754			1,081			280			2,393				4,246				1,465				667				2,114
Debt & other		(1,520	)		985			(943	)		(1,562	)			(1,476	)			896				(836	)			(1,536	)
Total	$	61,178		$	3,926		$	(266	)	$	57,518			$	63,581			$	4,828			$	230			$	58,523

	Delaware		13-3623351
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

1290 Avenue of the Americas, New York, New York		10104
(Address of principal executive offices)		(Zip Code)

Large accelerated filer ~~[ ]~~	o			Accelerated filer ~~[ ]~~o
Non-accelerated filer ~~[X] (Do~~	x	(Do not check if a smaller reporting company)			Smaller reporting company ~~[ ]~~o

Item 1.	Consolidated Financial Statements (Unaudited)
	·		Consolidated Balance Sheets, ~~March 31,~~June 30, 2011 and December 31, 2010	4
	·		Consolidated Statements of Earnings (Loss), ~~Quarters~~Three Months and Six Months Ended ~~March 31,~~June 30, 2011 and 2010	5
		·	~~Consolidated Statements of Equity and Comprehensive~~ ~~Income (Loss), Quarters Ended March 31, 2011 and 2010~~	6
	·Consolidated Statements of Equity, Six Months Ended June 30, 2011 and 2010		7
	· Consolidated Statements of Cash Flows, ~~Quarters~~Six Months Ended ~~March 31,~~June 30, 2011 and 2010		78
	·		Notes to Consolidated Financial Statements	910

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4451

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		7890

Item 4.	Controls and Procedures		7890

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		7991

Item 1A.	Risk Factors		7991

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7991

Item 3.	Defaults Upon Senior Securities		7991

Item 4.	(Removed and Reserved)		7991

Item 5.	Other Information		7991

Item 6.	Exhibits		7991

SIGNATURES				8092

	March 31,			December 31,
	2011			2010
	(In Millions)
ASSETS
Investments:
Fixed maturities available for sale, at fair value	$	41,893		$	41,798
Mortgage loans on real estate		4,864			4,826
Equity real estate, held for the production of income		546			540
Policy loans		4,915			4,930
Other equity investments		1,869			1,727
Trading securities		3,039			2,990
Other invested assets		1,818			1,863
Total investments		58,944			58,674
Cash and cash equivalents		3,754			4,436
Cash and securities segregated, at fair value		1,330			1,110
Broker-dealer related receivables		1,308			1,389
Deferred policy acquisition costs		8,635			8,682
Goodwill and other intangible assets, net		5,272			5,282
Value of business acquired		384			384
Amounts due from reinsurers		4,240			4,293
Loans to affiliates		1,279			1,280
Other assets		4,010			4,262
Separate Accounts’ assets		97,536			94,125

Total Assets	$	186,692		$	183,917

LIABILITIES
Policyholders’ account balances	$	28,037		$	27,900
Future policy benefits and other policyholders liabilities		27,402			27,559
Broker-dealer related payables		3,019			2,962
Customers related payables		1,771			1,770
Short-term and long-term debt		1,520			1,454
Loans from affiliates		5,162			5,376
Income taxes payable		1,520			1,687
Other liabilities		6,288			6,291
Separate Accounts’ liabilities		97,536			94,125
Total liabilities		172,255			169,124

Commitments and contingent liabilities (Note 10)

EQUITY
AXA Financial, Inc. equity:
Common stock, $.01 par value, 2.00 billion shares authorized,
436.2 million shares issued and outstanding		4			4
Capital in excess of par value		703			685
Retained earnings		11,151			11,456
Accumulated other comprehensive income (loss)		(758	)		(764	)
Treasury shares, at cost ��		(21	)		(23	)
Total AXA Financial, Inc. equity		11,079			11,358
Noncontrolling interest		3,358			3,435
Total equity		14,437			14,793

Total Liabilities and Equity	$	186,692		$	183,917

	AXA Financial, Inc.
	(Exact name of registrant as specified in its charter)

	(212) 554-1234
	(Registrant’s telephone number, including area code)

	Not applicable
	(Former name, former address, and former fiscal year if changed since last report.)

PART I FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements

AXA FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	June 30,		December 31,
	2011		2010

ASSETS	(In Millions)
Investments:
Fixed maturities available for sale, at fair value	$	43,131	$	41,798
Mortgage loans on real estate		5,289		4,826
Equity real estate, held for the production of income		493		540
Policy loans		4,906		4,930
Other equity investments		1,957		1,727
Trading securities		3,051		2,990
Other invested assets		1,984		1,863
Total investments		60,811		58,674
Cash and cash equivalents		4,246		4,436
Cash and securities segregated, at fair value		1,015		1,110
Broker-dealer related receivables		1,415		1,389
Deferred policy acquisition costs		8,583		8,682
Goodwill and other intangible assets, net		5,273		5,282
Value of business acquired		368		384
Amounts due from reinsurers		4,219		4,293
Loans to affiliates		1,278		1,280
Other assets		4,103		4,262
Separate Accounts’ assets		97,007		94,125

Total Assets	$	188,318	$	183,917

LIABILITIES
Policyholders’ account balances	$	28,307	$	27,900
Future policy benefits and other policyholders liabilities		27,639		27,559
Broker-dealer related payables		3,120		2,962
Customers related payables		1,420		1,770
Short-term and long-term debt		1,476		1,454
Loans from affiliates		5,168		5,376
Income taxes payable		1,987		1,687
Other liabilities		6,949		6,291
Separate Accounts’ liabilities		97,007		94,125
Total liabilities		173,073		169,124

Commitments and contingent liabilities (Note 10)

AXA FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS - CONTINUED
(UNAUDITED)

	June 30,				December 31,
	2011				2010

EQUITY	(In Millions)
AXA Financial, Inc. equity:
Common stock, $.01 par value, 2,000 million shares authorized,
436.2 million shares issued and outstanding		$	4			$	4
Capital in excess of par value			706				685
Retained earnings			11,823				11,456
Accumulated other comprehensive income (loss)			(604	)			(764	)
Treasury shares, at cost			(17	)			(23	)
Total AXA Financial, Inc. equity			11,912				11,358
Noncontrolling interest			3,333				3,435
Total equity			15,245				14,793
Total Liabilities and Equity		$	188,318			$	183,917


See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF EQUITY
SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(UNAUDITED)
	2011			2010

	(In Millions)
EQUITY
AXA Financial, Inc. Equity:
Common stock, at par value, beginning of year and end of period	$	4		$	4

Capital in excess of par value, beginning of year		685			649
Changes in capital in excess of par value		21			20
Capital in excess of par value, end of period		706			669

Retained earnings, beginning of year		11,456			11,401
Net earnings (loss)		367			1,993
Retained earnings, end of period		11,823			13,394

Accumulated other comprehensive income (loss), beginning of year		(764	)		(1,347	)
Other comprehensive income (loss)		160			575
Accumulated other comprehensive income (loss), end of period		(604	)		(772	)

Treasury shares at cost, beginning of year		(23	)		(34	)
Changes in treasury shares		6			10
Treasury shares at cost, end of period		(17	)		(24	)

Total AXA Financial, Inc. equity, end of period		11,912			13,271

Noncontrolling interest, beginning of year		3,435			3,568
Purchase of AllianceBernstein Units by noncontrolling interest		1			4
Repurchase of AllianceBernstein Holding units		(56	)		(48	)
Purchase of noncontrolling interest in consolidated entity		(32	)		(2	)
Net earnings (loss) attributable to noncontrolling interest		109			103
Dividends paid to noncontrolling interest		(155	)		(191	)
Other comprehensive income (loss) attributable to noncontrolling interest		10			(42	)
Other changes in noncontrolling interest		21			39

Noncontrolling interest, end of period		3,333			3,431

Total Equity, End of Period	$	15,245		$	16,702




See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(UNAUDITED)

	2011			2010

	(In Millions)

Net earnings (loss)	$	476		$	2,096
Adjustments to reconcile net earnings (loss) to net cash provided
by (used in) operating activities:
Interest credited to policyholders' account balances		549			512
Universal life and investment-type product policy fee income		(1,809	)		(1,588	)
Net change in broker-dealer and customer related receivables/payables		(360	)		(29	)
(Income) loss related to derivative instruments		230			(2,413	)
Investment (gains) losses, net		29			63
Change in segregated cash and securities, net		95			40
Change in deferred policy acquisition costs and value of business acquired		73			648
Change in future policy benefits		117			777
Change in income taxes payable		189			856
Contribution to Pension Plans		(293	)		(193	)
Change in fair value of reinsurance contracts		67			(586	)
Amortization of deferred compensation		114			83
Amortization of deferred sales commission		20			24
Other depreciation and amortization		99			119
Amortization of other intangible assets		20			20
Other, net		162			(105	)

Net cash provided by (used in) operating activities		(222	)		324

Cash flows from investing activities:
Maturities and repayments of fixed maturities and
mortgage loans on real estate		2,472			1,350
Sales of investments		10,043			12,612
Purchases of investments		(14,000	)		(14,654	)
Cash settlements related to derivative instruments		(568	)		1,005
Decrease in loans to affiliates		-			500
Increase in loans to affiliates		-			(6	)
Change in short-term investments		12			24
Change in capitalized software, leasehold improvements and EDP equipment		(44	)		(26	)
Other, net		165			66

Net cash provided by (used in) investing activities		(1,920	)		871

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010 - CONTINUED
(UNAUDITED)

	2011			2010

	(In Millions)

Cash flows from financing activities:
Policyholders' account balances:
Deposits	$	1,811		$	1,711
Withdrawals and transfers to Separate Accounts		(239	)		(403	)
Change in short-term financings		144			240
Repayments of long-term debt		-			(300	)
Repayment of loans from affiliates		(301	)		-
Change in securities sold under agreements to repurchase		67			416
Change in securities sold under resale agreements		(105	)		-
Change in collateralized pledged assets		205			894
Change in collateralized pledged liabilities		663			364
Repurchase of AllianceBernstein Holding Units		(101	)		(86	)
Distribution to noncontrolling interests in consolidated subsidiaries		(155	)		(191	)
Other, net		(37	)		65

Net cash provided by (used in) financing activities		1,952			2,710

Change in cash and cash equivalents		(190	)		3,905
Cash and cash equivalents, beginning of year		4,436			3,039

Cash and Cash Equivalents, End of Period	$	4,246		$	6,944

Supplemental cash flow information
Interest Paid	$	96		$	113
Income Taxes (Refunded) Paid	$	(69	)	$	(226	)


See Notes to Consolidated Financial Statements

Available-for-Sale Securities by Classification																Available-for-Sale Securities by Classification

				Gross			Gross												Gross		Gross
	Amortized			Unrealized			Unrealized						OTTI				Amortized		Unrealized		Unrealized		Fair		OTTI
	Cost			Gains			Losses			Fair Value			in AOCI (3)				Cost		Gains		Losses		Value		in AOCI(3)
	(In Millions)
																	(In Millions)
March 31, 2011:
Fixed maturities:

June 30, 2011:
Fixed Maturities:
Corporate		$	28,080		$	1,816		$	118		$	29,778		$	-		$	28,390	$	2,083	$	80	$	30,393	$	-
U.S. Treasury, government and agency			5,156			42			146			5,052			-
U.S. Treasury, government
and agency																		5,726		67		112		5,681		-
States and political subdivisions			567			10			14			563			-			568		20		6		582		-
Foreign governments			579			61			2			638			-			578		66		-		644		-
Commercial mortgage-backed			1,722			19			425			1,316			24			1,606		22		436		1,192		25
Residential mortgage-backed (1)			2,213			91			-			2,304			-			2,471		112		1		2,582		-
Asset-backed (2)			563			14			10			567			6			595		16		10		601		6
Redeemable preferred stock			1,705			28			58			1,675			-			1,487		30		61		1,456		-
Total Fixed Maturities			40,585			2,081			773			41,893			30			41,421		2,416		706		43,131		31

Equity securities			26			2			-			28			-			25		1		-		26		-

Total at March 31, 2011		$	40,611		$	2,083		$	773		$	41,921		$	30
Total at June 30, 2011																	$	41,446	$	2,417	$	706	$	43,157	$	31

December 31, 2010:
Fixed maturities:
Fixed Maturities:
Corporate		$	27,963		$	1,903		$	133		$	29,733		$	-		$	27,963	$	1,903	$	133	$	29,733	$	-
U.S. Treasury, government and agency			5,180			50			110			5,120			-
U.S. Treasury, government
and agency																		5,180		50		110		5,120		-
States and political subdivisions			586			11			20			577			-			586		11		20		577		-
Foreign governments			581			65			2			644			-			581		65		2		644		-
Commercial mortgage-backed			1,807			5			487			1,325			25			1,807		5		487		1,325		25
Residential mortgage-backed (1)			2,195			93			1			2,287			-			2,195		93		1		2,287		-
Asset-backed (2)			476			15			12			479			7			476		15		12		479		7
Redeemable preferred stock			1,704			24			95			1,633			-			1,704		24		95		1,633		-
Total Fixed Maturities			40,492			2,166			860			41,798			32			40,492		2,166		860		41,798		32

Equity securities			30			-			2			28			-			30		-		2		28		-

Total at December 31, 2010		$	40,522		$	2,166		$	862		$	41,826		$	32		$	40,522	$	2,166	$	862	$	41,826	$	32

Available-for-Sale Fixed Maturities					Available-for-Sale Fixed Maturities
Contractual Maturities at June 30, 2011					Contractual Maturities at June 30, 2011

	Amortized				Amortized Cost			Fair Value
	Cost		Fair Value
	(In Millions)				(In Millions)

Due in one year or less	$	3,829	$	3,889		$	4,024		$	4,094
Due in years two through five		11,800		12,523			12,758			13,646
Due in years six through ten		13,835		14,575			13,828			14,697
Due after ten years		4,919		5,044			4,652			4,863
Subtotal		34,383		36,031			35,262			37,300
Commercial mortgage-backed securities		1,722		1,316			1,606			1,192
Residential mortgage-backed securities		2,213		2,304			2,471			2,582
Asset-backed securities		563		567			595			601
Total	$	38,881	$	40,218		$	39,934		$	41,675

Fixed Maturities - Credit Loss Impairments

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2011				2010				2011				2010

	(In Millions)
														��
Balances, beginning of period		$	(514	)		$	(330	)		$	(553	)		$	(292	)
Previously recognized impairments on securities that matured,
paid, prepaid or sold			1				92				40				95
Recognized impairments on securities impaired to fair value this period(1)			-				-				-				-
Impairments recognized this period on securities not previously impaired			(24	)			(35	)			(24	)			(76	)
Additional impairments this period on securities previously impaired			-				(14	)			-				(14	)
Increases due to passage of time on previously recorded credit losses			-				-				-				-
Accretion of previously recognized impairments due to increases in
expected cash flows			-				-				-				-
Balances at June 30,		$	(537	)		$	(287	)		$	(537	)		$	(287	)

Net Unrealized Gains (Losses) on Fixed Maturities with OTTI Losses

												AOCI Gain
	Net											(Loss) Related
	Unrealized								Deferred			to Net
	Gains								Income			Unrealized
	(Losses) on			DAC and		Policyholders			Tax Asset			Investment
	Investments			VOBA		Liabilities			(Liability)			Gains (Losses)

	(In Millions)

Balance, April 1, 2011	$	(8	)	$	3	$	(6	)	$	4		$	(7	)
Net investment gains (losses)
arising during the period		-			-		-			-			-
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		-			-		-			-			-
Excluded from net earnings (loss)(1)		(1	)		-		-			-			(1	)
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			-		-			-			-
Deferred income taxes		-			-		-			1			1
Policyholders liabilities		-			-		(1	)		-			(1	)
Balance, June 30, 2011	$	(9	)	$	3	$	(7	)	$	5		$	(8	)

Balance, April 1, 2010	$	(15	)	$	-	$	-		$	5		$	(10	)
Net investment gains (losses)
arising during the period		27			-		-			-			27
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		(14	)		-		-			-			(14	)
Excluded from Net earnings (loss)(1)		(3	)		-		-			-			(3	)
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			-		-			-			-
Deferred income taxes		-			-		-			(3	)		(3	)
Policyholders liabilities		-			-		(1	)		-			(1	)
Balance, June 30, 2010	$	(5	)	$	-	$	(1	)	$	2		$	(4	)

	Net Unrealized Gains (Losses) on Investments			DAC and VOBA			Policyholders Liabilities			Deferred Income Tax Asset (Liability)			AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
	(In Millions)

Balance, January 1, 2011	$	(20	)	$	3		$	(49	)	$	23		$	(43	)
Net investment gains (losses)
arising during the period		12			-			-			-			12
Reclassification adjustment for
OTTI losses:
Included in Net earnings (loss)		-			-			-			-			-
Excluded from Net
earnings (loss) (1)		-			-			-			-			-
Impact of net unrealized
investment gains (losses) on:
DAC and VOBA		-			-			-			-			-
Deferred income taxes		-			-			-			(19	)		(19	)
Policyholders liabilities		-			-			43			-			43
Balance, March 31, 2011	$	(8	)	$	3		$	(6	)	$	4		$	(7	)

Balance, January 1, 2010	$	(13	)	$	6		$	(1	)	$	3		$	(5	)
Net investment gains (losses)
arising during the period		1			-			-			-			1
Reclassification adjustment for
OTTI losses:
Included in Net earnings (loss)		-			-			-			-			-
Excluded from Net
earnings (loss) (1)		(3	)		-			-			-			(3	)
Impact of net unrealized
investment gains (losses) on:
DAC and VOBA		-			(6	)		-			-			(6	)
Deferred income taxes		-			-			-			12			12
Policyholders liabilities		-			-			(28	)		-			(28	)
Balance, March 31, 2010	$	(15	)	$	-		$	(29	)	$	15		$	(29	)

All Other Net Unrealized Investment Gains (Losses) in AOCI

												AOCI Gain
	Net											(Loss) Related
	Unrealized								Deferred			to Net
	Gains								Income			Unrealized
	(Losses) on		DAC and			Policyholders			Tax Asset			Investment
	Investments		VOBA			Liabilities			(Liability)			Gains (Losses)

	(In Millions)

Balance, April 1, 2011	$	1,318		(159	)	$	(301	)	$	(301	)	$	557
Net investment gains (losses) arising
during the period		382		-			-			-			382
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		19		-			-			-			19
Excluded from Net earnings (loss)(1)		1		-			-			-			1
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-		(36	)		-			-			(36	)
Deferred income taxes		-		-			-			(98	)		(98	)
Policyholders liabilities		-		-			(87	)		-			(87	)
Balance, June 30, 2011	$	1,720	$	(195	)	$	(388	)	$	(399	)	$	738

Balance, April 1, 2010	$	382	$	(77	)	$	(161	)	$	(50	)	$	94
Net investment gains (losses) arising
during the period		795		-			-			-			795
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		33		-			-			-			33
Excluded from Net earnings (loss)(1)		3		-			-			-			3
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-		(19	)		-			-			(19	)
Deferred income taxes		-		-			-			(217	)		(217	)
Policyholders liabilities		-		-			(200	)		-			(200	)
Balance, June 30, 2010	$	1,213	$	(96	)	$	(361	)	$	(267	)	$	489

	March 31, 2011
	Less Than 12 Months					12 Months or Longer					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
	(In Millions)

Fixed maturities:
Corporate	$	3,714	$	(84	)	$	373	$	(34	)	$	4,087	$	(118	)
U.S. Treasury, government
and agency		1,981		(82	)		193		(64	)		2,174		(146	)
States and political subdivisions		277		(9	)		39		(5	)		316		(14	)
Foreign governments		79		(2	)		10		-			89		(2	)
Commercial mortgage-backed		80		(6	)		1,101		(419	)		1,181		(425	)
Residential mortgage-backed		194		-			2		-			196		-
Asset-backed		154		(1	)		70		(9	)		224		(10	)
Redeemable preferred stock		396		(11	)		833		(47	)		1,229		(58	)

Total	$	6,875	$	(195	)	$	2,621	$	(578	)	$	9,496	$	(773	)

	Mortgage Loans						Mortgage Loans
	Commercial		Agricultural		Total		Commercial			Agricultural		Total
	(In Millions)
Allowance for credit losses:							(In Millions)
Beginning balance, January 1	$	49	$	-	$	49

Beginning balance, January 1,							$	49		$	-	$	49
Charge-offs		-		-		-		-			-		-
Recoveries		-		-		-		(1	)		-		(1	)
Provision		-		-		-		11			-		11
Ending Balance, March 31	$	49	$	-	$	49
Ending balance, June 30,							$	59		$	-	$	59

Ending Balance, March 31:
Ending balance, June 30,:
Individually Evaluated for Impairment	$	49	$	-	$	49	$	59		$	-	$	59

Collectively Evaluated for Impairment	$	-	$	-	$	-	$	-		$	-	$	-

Loans Acquired with Deteriorated
Credit Quality	$	-	$	-	$	-
Loans Acquired with Deteriorated Credit Quality							$	-		$	-	$	-

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
March 31, 2011
Debt Service Coverage Ratio

												Less		Total
Loan-to-Value Ratio (2):												Less		Total
		Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
		than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
		(In Millions)
Commercial Mortgage Loans (1)

	0% - 50%	$	123	$	-	$	10	$	61	$	10	$	18	$	222
	50% - 70%		158		207		284		210		89		2		950
	70% - 90%		69		61		522		437		277		50		1,416
90% plus			10		-		134		108		515		142		909

Total Commercial
Mortgage Loans		$	360	$	268	$	950	$	816	$	891	$	212	$	3,497


Agricultural Mortgage Loans (1)

	0% - 50%	$	155	$	80	$	158	$	268	$	194	$	67	$	922
	50% - 70%		53		11		138		152		102		32		488
	70% - 90%		-		-		-		-		-		-		-
90% plus			-		-		-		-		3		3		6

Total Agricultural
Mortgage Loans		$	208	$	91	$	296	$	420	$	299	$	102	$	1,416

Total Mortgage Loans (1)

	0% - 50%	$	278	$	80	$	168	$	329	$	204	$	85	$	1,144
	50% - 70%		211		218		422		362		191		34		1,438
	70% - 90%		69		61		522		437		277		50		1,416
90% plus			10		-		134		108		518		145		915

Total Mortgage Loans		$	568	$	359	$	1,246	$	1,236	$	1,190	$	314	$	4,913

Commercial Mortgage Loans(1)
0% - 50%		$	123	$	-	$	-	$	53	$	33	$	2	$	211
50% - 70%			151		221		625		227		97		11		1,332
70% - 90%			105		71		451		699		211		55		1,592
90% plus			60		-		84		24		580		71		819
Total Commercial
	Mortgage Loans	$	439	$	292	$	1,160	$	1,003	$	921	$	139	$	3,954

Agricultural Mortgage Loans(1)
0% - 50%		$	153	$	85	$	156	$	264	$	193	$	66	$	917
50% - 70%			54		11		134		153		87		31		470
70% - 90%			-		-		-		1		-		3		4
90% plus			-		-		-		-		3		-		3
Total Agricultural
	Mortgage Loans	$	207	$	96	$	290	$	418	$	283	$	100	$	1,394

Total Mortgage Loans(1)
0% - 50%		$	276	$	85	$	156	$	317	$	226	$	68	$	1,128
50% - 70%			205		232		759		380		184		42		1,802
70% - 90%			105		71		451		700		211		58		1,596
90% plus			60		-		84		24		583		71		822

Total Mortgage Loans		$	646	$	388	$	1,450	$	1,421	$	1,204	$	239	$	5,348

	30-59 Days		60-89 Days		90 Days Or >		Total		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing		30-59 Days		60-89 Days		90 Days or >			Total		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
	(In Millions)																				(In Millions)

Commercial	$	-	$	-	$	-	$	-	$	3,497	$	3,497	$	-	$	-	$	-	$	-		$	-	$	3,954	$	3,954	$	-
Agricultural		2		37		4		43		1,373		1,416		-		1		-		21			22		1,372		1,394		-
Total	$	2	$	37	$	4	$	43	$	4,870	$	4,913	$	-
Total Mortgage Loans															$	1	$	-	$	21		$	22	$	5,326	$	5,348	$	-

Impaired Mortgage Loans	Impaired Mortgage Loans												Impaired Mortgage Loans
March 31, 2011

				Unpaid					Average		Interest					Unpaid					Average		Interest
		Recorded		Principal		Related			Recorded		Income			Recorded		Principal		Related			Recorded		Income
		Investment		Balance		Allowance			Investment(1)		Recognized			Investment		Balance		Allowance			Investment(1)		Recognized
		(In Millions)
														(In Millions)
June 30, 2011:
With no related allowance recorded:
Commercial mortgage loans - other		$	-	$	-	$	-		$	-	$	-		$	-	$	-	$	-		$	-	$	-
Agricultural mortgage loans			3		3		-			3		-			3		3		-			3		-
Total		$	3	$	3	$	-		$	3	$	-		$	3	$	3	$	-		$	3	$	-

With related allowance recorded:
Commercial mortgage loans - other		$	223	$	223	$	(49	)	$	243	$	3		$	223	$	223	$	(59	)	$	239	$	5
Agricultural mortgage loans			-		-		-			3		-			-		-		-			-		-
Total		$	223	$	223	$	(49	)	$	246	$	3		$	223	$	223	$	(59	)	$	239	$	5

December 31, 2010:
With no related allowance recorded:
Commercial mortgage loans - other														$	-	$	-	$	-		$	-	$	-
Agricultural mortgage loans															3		3		-			2		-
Total														$	3	$	3	$	-		$	2	$	-

With related allowance recorded:
Commercial mortgage loans - other														$	262	$	262	$	(49	)	$	160	$	10
Agricultural mortgage loans															-		-		-			-		-
Total														$	262	$	262	$	(49	)	$	160	$	10

Derivative Instruments by Category


							Gains (Losses)
	At June 30, 2011						Reported in
			Fair Value				Earnings (Loss)
	Notional		Asset		Liability		Six Months Ended
	Amount		Derivatives		Derivatives		June 30, 2011

	(In Millions)
Freestanding derivatives:
Equity contracts:(1)
Futures	$	10,051	$	-	$	2	$	(648	)
Swaps		1,376		1		25		(73	)
Options		317		43		32		3

Interest rate contracts:(1)
Floors		9,000		309		-		47
Swaps		13,152		446		125		192
Futures		16,109		-		-		209
Swaptions		10,553		460		-		(45	)

Other freestanding contracts:(1)
Foreign currency contracts		124		-		1		-
Net investment income (loss)		-		-		-		(315	)

Foreign Currency Contracts(2,4)		3,873		-		218		85

Embedded derivatives:
GMIB reinsurance contracts(2)		-		1,156		-		(67	)

GWBL and other features(3)		-		-		35		3

Total, June 30, 2011	$	64,555	$	2,415	$	438	$	(294	)

							Gains (Losses) Reported In Earnings (Loss)
			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives
	(In Millions)
Freestanding derivatives:
Equity contracts(1):
Futures	$	9,286	$	-	$	1	$	(594	)
Swaps		1,313		8		17		(54	)
Options		180		28		19		3

Interest rate contracts (1):
Floors		9,000		286		-		(8	)
Swaps		12,005		361		55		(71	)
Futures		14,254		-		-		(88	)
Swaptions		7,818		230		-		(62	)

Other freestanding contracts (1):
Foreign currency contracts		103		1		-		(1	)
Net investment income (loss)								(875	)

Foreign currency contracts (2,4)		3,873		-		227		76
								��
Embedded derivatives:
GMIB reinsurance contracts (2)		-		1,022		-		(201	)

GWBL and other features (3)		-		3		-		41

Total, March 31, 2011	$	57,832	$	1,939	$	319	$	(959	)




							Gains (Losses)
	At December 31, 2010						Reported in
			Fair Value				Earnings (Loss)
	Notional		Asset		Liability		Six Months Ended
	Amount		Derivatives		Derivatives		June 30, 2010

	(In Millions)
Freestanding derivatives:
Equity contracts:(1)
Futures	$	8,920	$	-	$	-	$	465
Swaps		1,698		-		50		231
Options		1,070		5		1		(12	)

Interest rate contracts:(1)
Floors		9,000		326		-		126
Swaps		12,166		389		366		1,061
Futures		14,859		-		-		900
Swaptions		11,150		306		-		33

Other freestanding contracts:(1)
Foreign currency contracts		133		-		1		-
Net investment income (loss)								2,804

Foreign Currency Contracts(2,4)		3,873		-		303		(391	)

Embedded derivatives:
GMIB reinsurance contracts(2)		-		1,223		-		586

GWBL and other features(3)		-		-		38		(124	)

Total	$	62,869	$	2,249	$	759	$	2,875

	At December 31, 2010						Gains (Losses) Reported In Earnings (Loss) March 31, 2010
			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives
	(In Millions)
Freestanding derivatives:
Equity contracts(1):
Futures	$	8,920	$	-	$	-	$	(538	)
Swaps		1,698		-		50		(30	)
Options		1,070		5		1		(32	)

Interest rate contracts (1):
Floors		9,000		326		-		28
Swaps		12,166		389		366		134
Futures		14,859		-		-		106
Swaptions		11,150		306		-		(5	)

Other freestanding contracts (1):
Foreign currency contracts		133		-		1		-
Net investment income (loss)								(337	)

Foreign currency contracts (2,4)		3,873		-		303		(263	)

Embedded derivatives:
GMIB reinsurance contracts (2)		-		1,223		-		(36	)

GWBL and other features (3)		-		-		38		14

Total	$	62,869	$	2,249	$	759	$	(622	)

							Three Months Ended						Six Months Ended
	Three Months Ended March 31,						June 30,						June 30,
	2011			2010			2011			2010			2011			2010
	(In Millions)
							(In Millions)
REVENUES:
Premiums and other income	$	92		$	95		$	89		$	92		$	181		$	187
Investment income (loss) (net of investment expenses of $0 and $0)		110			118
Investment income (loss) (net of investment
expenses of $0, $0, $0 and $0)								108			117			218			235
Investment gains (losses), net:
Total OTTI losses		-			-
Total other-than-temporary impairment losses								(7	)		(8	)		(7	)		(8	)
Portion of loss recognized in other comprehensive income (loss)		-			-			-			1			-			1
Net impairment losses recognized		-			-			(7	)		(7	)		(7	)		(7	)
Other investment gains (losses), net		1			6			-			-			1			6
Total investment gains (losses), net		1			6			(7	)		(7	)		(6	)		(1	)
Total revenues		203			219			190			202			393			421


BENEFITS AND OTHER DEDUCTIONS:
Policyholders’ benefits and dividends		205			203			195			201			400			404
Other operating costs and expenses		1			1			-			1			1			1
Total benefits and other deductions		206			204			195			202			401			405

Net revenues before income taxes		(3	)		15			(5	)		-			(8	)		16
Income tax (expense) benefit		1			(5	)		2			-			3			(6	)
Net Revenues	$	(2	)	$	10
Net Revenues (Losses)							$	(3	)	$	-		$	(5	)	$	10



										GMDB			GMIB			Total
	GMDB			GMIB			Total
	(In Millions)									(In Millions)

Balance at January 1, 2011	$	1,271		$	2,313		$	3,584		$	1,271		$	2,313		$	3,584
Paid guarantee benefits		(43	)		(10	)		(53	)		(88	)		(18	)		(106	)
Other changes in reserve		76			7			83			159			163			322
Balance at March 31, 2011	$	1,304		$	2,310		$	3,614

Balance at June 30, 2011										$	1,342		$	2,458		$	3,800

Balance at January 1, 2010	$	1,092		$	1,561		$	2,653		$	1,092		$	1,561		$	2,653
Paid guarantee benefits		(48	)		(11	)		(59	)		(53	)		(10	)		(63	)
Other changes in reserve		76			42			118			115			538			653
Balance at March 31, 2010	$	1,120		$	1,592		$	2,712
Balance at June 30, 2010										$	1,154		$	2,089		$	3,243

	Return of Premium		Ratchet		Roll-Up		Combo		Total
	(Dollars In Millions)

GMDB:
Account values invested in:
General Account	$	11,828	$	468	$	129	$	498	$	12,923
Separate Accounts	$	30,900	$	8,447	$	4,330	$	36,071	$	79,748
Net amount at risk, gross	$	812	$	912	$	2,482	$	9,531	$	13,737
Net amount at risk, net of
amounts reinsured	$	812	$	828	$	1,642	$	9,516	$	12,798

Average attained age
of contractholders	50.3	63.2	68.1	63.4	54.1
Percentage of contractholders
over age 70	8.0%	25.7%	45.2%	26.5%	13.8%
Range of contractually specified
interest rates	N/A	N/A	3%-6%	3%-6.5%	3%-6.5%

										Return
										of
										Premium		Ratchet		Roll-Up		Combo		Total

										(Dollars In Millions)

GMDB:
Account values invested in:
General Account										$	11,980	$	462	$	126	$	513	$	13,081
Separate Accounts										$	30,950	$	8,341	$	4,221	$	35,899	$	79,411
Net amount at risk, gross										$	808	$	914	$	2,537	$	10,140	$	14,399
Net amount at risk, net of
amounts reinsured										$	808	$	831	$	1,684	$	10,124	$	13,447
Average attained age of contractholders											50.3		63.3		68.3		63.6		54.2
Percentage of contractholders over age 70											8.1%		26.1%		45.9%		27.2%		14.0%
Range of contractually
specified interest rates											N/A		N/A		3% - 6%		3% - 6.5%		3% - 6.5%

GMIB:
Account values invested in:
General Account	N/A		N/A	$	55	$	578	$	633		N/A		N/A	$	54	$	561	$	615
Separate Accounts		N/A	N/A	$	3,003	$	48,839	$	51,842		N/A		N/A	$	2,919	$	48,400	$	51,319
Net amount at risk, gross		N/A	N/A	$	1,100	$	665	$	1,765		N/A		N/A	$	1,332	$	1,723	$	3,055
Net amount at risk, net of
amounts reinsured		N/A	N/A	$	323	$	592	$	915		N/A		N/A	$	393	$	1,539	$	1,932
Weighted average years remaining
until annuitization		N/A	N/A		0.6		5.5		5.5
Weighted average years
remaining until annuitization											N/A		N/A		0.6		5.3		5.3
Range of contractually specified
interest rates		N/A	N/A		3%-6%		3%-6.5%		3%-6.5%		N/A		N/A		3% - 6%		3% - 6.5%		3% - 6.5%

Investment in Variable Insurance Trust Mutual Funds					Investment in Variable Insurance Trust Mutual Funds

						June 30,		December 31,
						2011		2010
	March 31, 2011		December 31, 2010
	(In Millions)					(In Millions)

GMDB:
Equity	$	52,511	$	49,925		$	52,451	$	49,925
Fixed income		3,959		4,109			3,985		4,109
Balanced		22,562		22,252			22,289		22,252
Other		716		768			686		768
Total	$	79,748	$	77,054		$	79,411	$	77,054

GMIB:
Equity	$	33,427	$	31,911		$	33,266	$	31,911
Fixed income		2,361		2,471			2,368		2,471
Balanced		15,708		15,629			15,359		15,629
Other		346		375			326		375
Total	$	51,842	$	50,386		$	51,319	$	50,386