Accounting Changes

In April 2011, the FASB issued new guidance for a creditor’s determination of whether a restructuring is a troubled debt restructuring (“TDR”). The new guidance provided additional guidance to creditors for evaluating whether a modification or restructuring of a receivable is a TDR. The new guidance required creditors to evaluate modifications and restructurings of receivables using a more principles-based approach, which may result in more modifications and restructurings being considered TDR. The financial reporting implications of being classified as a TDR are that the creditor is required to:

Consider the receivable impaired when calculating the allowance for credit losses; and

Provide additional disclosures about its troubled debt restructuring activities in accordance with the requirements of recently issued guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses.

The new guidance was effective for the first interim or annual period beginning on or after June 15, 2011. Implementation of this guidance did not have a material impact on AXA Financial Group’s consolidated financial statements.

In January 2010, the FASB issued new guidance for improving disclosures about fair value measurements. This guidance requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, for Level 3 fair value measurements, a reporting entity should present separately information about purchases, sales, issuances and settlements. This guidance was effective for interim and annual reporting periods ending on or after December 15, 2009 except for disclosures for Level 3 fair value measurements which was effective for the first quarter of 2011. These new disclosures have been included in the Notes to AXA Financial Group’s consolidated financial statements, as appropriate.

In 2010, the FASB issued new guidance on stock compensation. This guidance provides clarification that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades and that may be different from the functional currency of the issuer, the functional currency of the subsidiary-employer, or the payroll currency of the employee-recipient, should be considered an equity award assuming all other criteria for equity classification are met. This guidance was effective for the first quarter of 2011. Implementation of this guidance did not have a material impact on AXA Financial Group’s consolidated financial statements as it is consistent with the policies and practices currently applied by AXA Financial Group in accounting for share-based-payment awards.

New Accounting Pronouncements

In September 2011, the FASB issued new guidance on testing goodwill for impairment. The guidance is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities with the option of performing a “qualitative” assessment to determine whether further impairment testing is necessary. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted for certain companies. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

In June 2011, the FASB issued new guidance to amend the existing alternatives for presenting other comprehensive income and its components in financial statements. The amendments eliminate the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. This guidance will not change the items that constitute net income and other comprehensive income, when an item of other comprehensive income must be reclassified to net income. This guidance is effective for interim and annual periods beginning after December 15, 2011. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

In May 2011, the FASB amended its guidance on fair value measurements and disclosure requirements to enhance comparability between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The changes to the existing guidance include how and when the valuation premise of highest and best use applies, the application of premiums and discounts, as well as new required disclosures. This guidance is effective for reporting periods beginning after December 15, 2011, with early adoption prohibited. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

In April 2011, the FASB amended its guidance on accounting for repurchase agreements (“repos”), reverse repurchase agreements (“reverse repos”) and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity. The guidance amends the criteria that indicate the transferor has maintained control over the financial assets, and thus must account for the transaction as a secured borrowing, by eliminating the criterion pertaining to the maintenance of collateral sufficient to reasonably assure completion of the transaction even in the event of default by the transferee. This guidance is effective on a prospective basis for repos and modifications of existing repos that occur in interim or annual periods beginning on or after December 15, 2011, with early adoption prohibited. Management does not expect that implementation of this guidance will change AXA Financial Group’s accounting for these repo transactions and, therefore, is not expected to have a material impact on its consolidated financial statements.

In April 2011, the FASB issued new guidance for a creditor's determination of whether a restructuring is a troubled debt restructuring (“TDR”). The new guidance provides additional guidance to creditors for evaluating whether a modification or restructuring of a receivable is a TDR. The new guidance will require creditors to evaluate modifications and restructurings of receivables using a more principles-based approach, which may result in more modifications and restructurings being considered TDR. The financial reporting implications of being classified as a TDR are that the creditor is required to:

· 3) ~~Consider the receivable impaired when calculating the allowance for credit losses; and~~
INVESTMENTS

·	Provide additional disclosures about its troubled debt restructuring activities in accordance with the requirements of recently issued guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses.

The new guidance is effective for the first interim or annual period beginning on or after June 15, 2011. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

3)	~~INVESTMENTS~~

Fixed Maturities and Equity Securities

The following table provides information relating to fixed maturities and equity securities classified as AFS:

Available-for-Sale Securities by Classification

Gross Gross
Amortized Unrealized Unrealized Fair OTTI
Cost Gains Losses Value
in AOCI(3)

(In Millions)

June 30, 2011:
Fixed Maturities:
Corporate
$ 28,390 $ 2,083 $ 80 $ 30,393 $ -
U.S. Treasury, government
and agency
5,726 67 112 5,681 -
States and political subdivisions
568 20 6 582 -
Foreign governments
578 66 - 644 -
Commercial mortgage-backed
1,606 22 436 1,192 25
Residential mortgage-backed(1)
2,471 112 1 2,582 -
Asset-backed(2)
595 16 10 601 6
Redeemable preferred stock
1,487 30 61 1,456 -
Total Fixed Maturities
41,421 2,416 706 43,131 31

Equity securities
25 1 - 26 -

Total at June 30, 2011
$ 41,446 $ 2,417 $ 706 $ 43,157 $ 31

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

Equity securities
30 - 2 28 -

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

Available-for-Sale Securities by Classification


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCI⁽³⁾
	(In Millions)

September 30, 2011:
Fixed Maturities:
Corporate	$	28,975	$	2,531	$	153	$	31,353	$	—
U.S. Treasury, government and agency		5,852		426		1		6,277		—
States and political subdivisions		548		72		2		618		—
Foreign governments		578		69		2		645		—
Commercial mortgage-backed		1,604		10		539		1,075		24
Residential mortgage-backed⁽¹⁾		2,337		125		—		2,462		—
Asset-backed⁽²⁾		594		17		11		600		6
Redeemable preferred stock		1,488		35		170		1,353		—

Total Fixed Maturities		41,976		3,285		878		44,383		30

Equity securities		22		—		—		22		—


Total at September 30, 2011	$	41,998	$	3,285	$	878	$	44,405	$	30


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

Total Fixed Maturities		40,492		2,166		860		41,798		32

Equity securities		30		—		2		28		—


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

⁽¹⁾	Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

⁽²⁾	Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

⁽³⁾	Amounts represent OTTI losses in AOCI, which were not included in earnings (loss) in accordance with current accounting guidance.

At ~~June~~September 30, 2011 and December 31, 2010, respectively, AXA Financial had trading fixed maturities with an amortized cost of ~~$165~~$195 million and $207 million and carrying values of ~~$166~~$195 million and $208 million. Gross unrealized gains on trading fixed maturities were $1 million and $3 million and gross unrealized losses were $0$1 million and $2 million at ~~June~~September 30, 2011 and December 31, 2010, respectively.

The contractual maturities of AFS fixed maturities (excluding redeemable preferred stock) at ~~June~~September 30, 2011 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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

Amortized Cost Fair Value

(In Millions)

Due in one year or less
$ 4,024 $ 4,094
Due in years two through five
12,758 13,646
Due in years six through ten
13,828 14,697
Due after ten years
4,652 4,863
Subtotal
35,262 37,300
Commercial mortgage-backed securities
1,606 1,192
Residential mortgage-backed securities
2,471 2,582
Asset-backed securities
595 601
Total
$ 39,934 $ 41,675

Available-for-Sale Fixed Maturities

Contractual Maturities at September 30, 2011

		$40,488		$40,488
	Amortized Cost		Fair Value
	(In Millions)

Due in one year or less	$	2,883	$	2,934
Due in years two through five		13,718		14,505
Due in years six through ten		13,856		15,099
Due after ten years		5,496		6,355

Subtotal		35,953		38,893
Commercial mortgage-backed securities		1,604		1,075
Residential mortgage-backed securities		2,337		2,462
Asset-backed securities		594		600

Total	$	40,488	$	43,030

For the first ~~six~~nine months of 2011 and 2010, proceeds received on sales of fixed maturities classified as AFS amounted to ~~$366~~$537 million and ~~$958~~$1,110 million, respectively. Gross gains of $7$16 million and ~~$31~~$35 million and gross losses of $8 million and ~~$30~~$36 million were realized on these sales for the first ~~six~~nine months of 2011 and of 2010, respectively. The change in unrealized investment gains (losses) related to fixed maturities classified as AFS for the first ~~six~~nine months of 2011 and 2010 amounted to ~~$405~~$1,101 million and ~~$1,294~~$2,517 million, respectively.

AXA Financial recognized OTTI on AFS fixed maturities as follows:

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

(In Millions)

Credit losses recognized in earnings (loss)
$ (24 ) $ (49 ) $ (24 ) $ (90 )
Non-credit losses recognized in OCI
(1 ) (3 ) (1 ) (6 )
Total OTTI
$ (25 ) $ (52 ) $ (25 ) $ (96 )

		$(259)		$(259)			$(259)			$(259)
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011			2010
	(In Millions)

Credit losses recognized in earnings (loss)	$	—	$	(169	)	$	(24	)	$	(259	)
Non-credit losses recognized in OCI		—		(11	)		(1	)		(17	)

Total OTTI	$	—	$	(180	)	$	(25	)	$	(276	)

The following table sets forth the amount of credit loss impairments on fixed maturity securities held by the Insurance Group at the dates indicated and the corresponding changes in such amounts.

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 )

Fixed Maturities - Credit Loss Impairments


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In Millions)

Balances, beginning of period	$	(537	)	$	(287	)	$	(553	)	$	(292	)
Previously recognized impairments on securities that matured, paid, prepaid or sold		2			13			42			108
Recognized impairments on securities impaired to fair value this period⁽¹⁾		—			—			—			—
Impairments recognized this period on securities not previously impaired		—			(169	)		(24	)		(245	)
Additional impairments this period on securities previously impaired		—			—			—			(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 September 30,	$	(535	)	$	(443	)	$	(535	)	$	(443	)

⁽¹⁾	Represents circumstances where the Insurance Group determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Net unrealized investment gains (losses) on fixed maturities and equity securities classified as AFS are included in the consolidated balance sheets as a component of AOCI. The table below presents these amounts as of the dates indicated:

June 30, December 31,
2011 2010

(In Millions)

AFS Securities:
Fixed maturities:
With OTTI loss
$ (9 ) $ (20 )
All other
1,719 1,326
Equity securities
1 (2 )
Net Unrealized Gains (Losses)
$ 1,711 $ 1,304


	September 30, 2011			December 31, 2010
	(In Millions)

AFS Securities:
Fixed maturities:
With OTTI loss	$	(40	)	$	(20	)
All other		2,447			1,326
Equity securities		—			(2	)

Net Unrealized Gains (Losses)	$	2,407		$	1,304

Changes in net unrealized investment gains (losses) recognized in AOCI include reclassification adjustments to reflect amounts realized in Net earnings (loss) for the current period that had been part of OCI in earlier periods. The tables that follow below present a rollforward of net unrealized investment gains (losses) recognized in AOCI, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized, and all other:

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 Fixed Maturities with OTTI Losses


	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, July 1, 2011	$	(9	)	$	3	$	(7	)	$	5	$	(8	)
Net investment gains (losses) arising during the period		(31	)		—		—			—		(31	)
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		—			2		—			—		2
Deferred income taxes		—			—		—			8		8
Policyholders liabilities		—			—		8			—		8

Balance, September 30, 2011	$	(40	)	$	5	$	1		$	13	$	(21	)


Balance, July 1, 2010	$	(5	)	$	—	$	(1	)	$	2	$	(4	)
Net investment gains (losses) arising during the period		2			—		—			—		2
Reclassification adjustment for OTTI losses:
Excluded from Net earnings (loss)⁽¹⁾		(11	)		—		—			—		(11	)
Impact of net unrealized investment gains (losses) on:
DAC and VOBA		—			2		—			—		2
Deferred income taxes		—			—		—			3		3
Policyholders liabilities		—			—		(2	)		—		(2	)

Balance, September 30, 2010	$	(14	)	$	2	$	(3	)	$	5	$	(10	)

⁽¹⁾

~~(1)~~

Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

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, January 1, 2011
$ (20 ) $ 3 $ (2 ) $ 7 $ (12 )
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)
(1 ) - - - (1 )
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA
- - - - -
Deferred income taxes
- - - (2 ) (2 )
Policyholders liabilities
- - (5 ) - (5 )
Balance, June 30, 2011
$ (9 ) $ 3 $ (7 ) $ 5 $ (8 )

Balance, January 1, 2010
$ (13 ) $ 6 $ (1 ) $ 3 $ (5 )
Net investment gains (losses)
arising during the period
28 - - - 28
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)
(14 ) - - - (14 )
Excluded from Net earnings (loss)(1)
(6 ) - - - (6 )
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA
- (6 ) - - (6 )
Deferred income taxes
- - - (1 ) (1 )
Policyholders liabilities
- - - - -
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    $ (2 ) $ 7    $ (12 )
Net investment gains (losses) arising during the period
(19 ) ��    —    —    (19 )
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
—    2    —    —    2
Deferred income taxes
—    —    —    6    6
Policyholders liabilities
—    —    3    —    3

Balance, September 30, 2011
$ (40 ) $ 5    $ 1    $ 13    $ (21 )

Balance, January 1, 2010
$ (13 ) $ 5    $ (1 ) $ 3    $ (6 )
Net investment gains (losses) arising during the period
2    —    —    —    2
Reclassification adjustment for OTTI losses:

Included in Net earnings (loss)
14    —    —    —    14
Excluded from Net earnings (loss)⁽¹⁾
(17 ) —    —    —    (17 )
Impact of net unrealized investment gains (losses) on:

DAC and VOBA
—    (3 ) —    —    (3 )
Deferred income taxes
—    —    —    2    2
Policyholders liabilities
—    —    (2 ) —    (2 )

Balance, September 30, 2010
$ (14 ) $ 2    $ (3 ) $ 5    $ (10 )

⁽¹⁾

~~(1)~~

Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

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

All Other Net Unrealized Investment Gains (Losses) in AOCI


	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, July 1, 2011	$	1,720	$	(195	)	$	(388	)	$	(399	)	$	738
Net investment gains (losses) arising during the period		713		—			—			—			713
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		14		—			—			—			14
Excluded from Net earnings (loss)⁽¹⁾		—		—			—			—			—
Impact of net unrealized investment gains (losses) on:
DAC and VOBA		—		(35	)		—			—			(35	)
Deferred income taxes		—		—			—			(141	)		(141	)
Policyholders liabilities		—		—			(285	)		—			(285	)

Balance, September 30, 2011	$	2,447	$	(230	)	$	(673	)	$	(540	)	$	1,004


Balance, July 1, 2010	$	1,213	$	(96	)	$	(361	)	$	(267	)	$	489
Net investment gains (losses) arising during the period		1,060		—			—			—			1,060
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		162		—			—			—			162
Excluded from Net earnings (loss)⁽¹⁾		11		—			—			—			11
Impact of net unrealized investment gains (losses) on:
DAC and VOBA		—		(127	)		—			—			(127	)
Deferred income taxes		—		—			—			(302	)		(302	)
Policyholders liabilities		—		—			(240	)		—			(240	)

Balance, September 30, 2010	$	2,446	$	(223	)	$	(601	)	$	(569	)	$	1,053

⁽¹⁾

~~(1)~~

Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

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, January 1, 2011
$ 1,324 $ (154 ) $ (311 ) $ (303 ) $ 556
Net investment gains (losses) arising
during the period
380 - - - 380
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)
15 - - - 15
Excluded from Net earnings (loss)(1)
1 - - - 1
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA
- (41 ) - - (41 )
Deferred income taxes
- - - (96 ) (96 )
Policyholders liabilities
- - (77 ) - (77 )
Balance, June 30, 2011
$ 1,720 $ (195 ) $ (388 ) $ (399 ) $ 738

Balance, January 1, 2010
$ (61 ) $ (31 ) $ (68 ) $ 40 $ (120 )
Net investment gains (losses) arising
during the period
1,223 - - - 1,223
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)
45 - - - 45
Excluded from Net earnings (loss)(1)
6 - - - 6
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA
- (65 ) - - (65 )
Deferred income taxes
- - - (307 ) (307 )
Policyholders liabilities
- - (293 ) - (293 )
Balance, June 30, 2010
$ 1,213 $ (96 ) $ (361 ) $ (267 ) $ 489

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
$ 1,324    $ (154 ) $ (311 ) $ (303 ) $ 556
Net investment gains (losses) arising during the period
1,123    —    —    —    1,123
Reclassification adjustment for OTTI losses:

Included in Net earnings (loss)
(1 ) —    —    —    (1 )
Excluded from Net earnings (loss)⁽¹⁾
1    —    —    —    1
Impact of net unrealized investment gains (losses) on:

DAC and VOBA
—    (76 ) —    —    (76 )
Deferred income taxes
—    —    —    (237 ) (237 )
Policyholders liabilities
—    —    (362 ) —    (362 )

Balance, September 30, 2011
$ 2,447    $ (230 ) $ (673 ) $ (540 ) $ 1,004

Balance, January 1, 2010
$ (61 ) $ (29 ) $ (68 ) $ 75    $ (83 )
Net investment gains (losses) arising during the period
2,289    —    —    —    2,289
Reclassification adjustment for OTTI losses:

Included in Net earnings (loss)
200    —    —    —    200
Excluded from Net earnings (loss)⁽¹⁾
18    —    —    —    18
Impact of net unrealized investment gains (losses) on:

DAC and VOBA
—    (194 ) —    —    (194 )
Deferred income taxes
—    —    —    (644 ) (644 )
Policyholders liabilities
—    —    (533 ) —    (533 )

Balance, September 30, 2010
$ 2,446    $ (223 ) $ (601 ) $ (569 ) $ 1,053

⁽¹⁾

~~(1)~~

Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

The following tables disclose the fair values and gross unrealized losses of the ~~551~~589 issues at ~~June~~September 30, 2011 and the 649 issues at December 31, 2010 of fixed maturities that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:

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)
June 30, 2011:
Fixed Maturities:
Corporate
$ 2,508 $ (49 ) $ 322 $ (31 ) $ 2,830 $ (80 )
U.S. Treasury, government
and agency
768 (52 ) 200 (60 ) 968 (112 )
States and political subdivisions
121 (2 ) 41 (4 ) 162 (6 )
Foreign governments
30 - 5 - 35 -
Commercial mortgage-backed
49 (8 ) 994 (428 ) 1,043 (436 )
Residential mortgage-backed
293 (1 ) 1 - 294 (1 )
Asset-backed
23 - 63 (10 ) 86 (10 )
Redeemable preferred stock
510 (11 ) 488 (50 ) 998 (61 )

Total
$ 4,302 $ (123 ) $ 2,114 $ (583 ) $ 6,416 $ (706 )

December 31, 2010:
Fixed Maturities:
Corporate
$ 2,640 $ (83 ) $ 532 $ (50 ) $ 3,172 $ (133 )
U.S. Treasury, government
and agency
1,818 (56 ) 202 (54 ) 2,020 (110 )
States and political subdivisions
283 (13 ) 37 (7 ) 320 (20 )
Foreign governments
79 (2 ) 10 - 89 (2 )
Commercial mortgage-backed
80 (4 ) 1,115 (483 ) 1,195 (487 )
Residential mortgage-backed
157 - 2 (1 ) 159 (1 )
Asset-backed
114 (1 ) 74 (11 ) 188 (12 )
Redeemable preferred stock
327 (7 ) 972 (88 ) 1,299 (95 )

Total
$ 5,498 $ (166 ) $ 2,944 $ (694 ) $ 8,442 $ (860 )


	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)

September 30, 2011:
Fixed Maturities:
Corporate	$	2,509	$	(107	)	$	413	$	(46	)	$	2,922	$	(153	)
U.S. Treasury, government and agency		941		(1	)		—		—			941		(1	)
States and political subdivisions		—		—			23		(2	)		23		(2	)
Foreign governments		30		(2	)		5		—			35		(2	)
Commercial mortgage-backed		113		(19	)		898		(520	)		1,011		(539	)
Residential mortgage-backed		—		—			—		—			—		—
Asset-backed		142		—			55		(11	)		197		(11	)
Redeemable preferred stock		607		(40	)		371		(130	)		978		(170	)


Total	$	4,342	$	(169	)	$	1,765	$	(709	)	$	6,107	$	(878	)


December 31, 2010:
Fixed Maturities:
Corporate	$	2,640	$	(83	)	$	532	$	(50	)	$	3,172	$	(133	)
U.S. Treasury, government and agency		1,818		(56	)		202		(54	)		2,020		(110	)
States and political subdivisions		283		(13	)		37		(7	)		320		(20	)
Foreign governments		79		(2	)		10		—			89		(2	)
Commercial mortgage-backed		80		(4	)		1,115		(483	)		1,195		(487	)
Residential mortgage-backed		157		—			2		(1	)		159		(1	)
Asset-backed		114		(1	)		74		(11	)		188		(12	)
Redeemable preferred stock		327		(7	)		972		(88	)		1,299		(95	)


Total	$	5,498	$	(166	)	$	2,944	$	(694	)	$	8,442	$	(860	)

The Insurance Group’s investments in fixed maturity securities do not include concentrations of credit risk of any single issuer greater than 10% of the consolidated equity of AXA Financial, other than securities of the U.S. government, U.S. government agencies, and certain securities guaranteed by the U.S. government. The Insurance Group maintains a diversified portfolio of corporate securities across industries and issuers and does not have exposure to any single issuer in excess of ~~0.30%~~0.28% of total investments. The largest exposures to a single issuer of corporate securities held at ~~June~~September 30, 2011 and December 31, 2010 were $180 million and $178 million, respectively. Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the NAIC designation of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near default). At ~~June~~September 30, 2011 and December 31, 2010, respectively, approximately ~~$2,771~~$2,853 million and $2,919 million, or ~~6.7%~~6.8% and 7.2%, of the ~~$41,421~~$41,976 million and $40,492 million aggregate amortized cost of fixed maturities held by the Insurance Group were considered to be other than investment grade. These securities had net unrealized losses of ~~$379~~$592 million and $471 million at ~~June~~September 30, 2011 and December 31, 2010, respectively.

The Insurance Group does not originate, purchase or warehouse residential mortgages and is not in the mortgage servicing business. The Insurance Group’s fixed maturity investment portfolio includes RMBS backed by subprime and Alt-A residential mortgages, comprised of loans made by banks or mortgage lenders to residential borrowers with lower credit ratings. The criteria used to categorize such subprime borrowers include FICO scores, interest rates charged, debt-to-income ratios and loan-to-value ratios. Alt-A residential mortgages are mortgage loans where the risk profile falls between prime and subprime; borrowers typically have clean credit histories but the mortgage loan has an increased risk profile due to higher loan-to-value and

debt-to-income ratios and/or inadequate documentation of the borrowers’ income. At ~~June~~September 30, 2011 and December 31, 2010, respectively, the Insurance Group owned ~~$38~~$36 million and $42 million in RMBS backed by subprime residential mortgage loans and ~~$15~~$14 million and $17 million in RMBS backed by Alt-A residential mortgage loans. RMBS backed by subprime and Alt-A residential mortgages are fixed income investments supporting General Account liabilities.

At ~~June~~September 30, 2011, the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was ~~$42~~$32 million.

For the ~~second~~third quarter and first ~~six~~nine months of 2011 and 2010, investment income is shown net of investment expenses of ~~$26~~$48 million, ~~$63~~$111 million, ~~$27~~$36 million and ~~$64~~$100 million, respectively.

At ~~June~~September 30, 2011 and December 31, 2010, respectively, the amortized cost of AXA Financial Group’s trading account securities was ~~$3,118~~$3,162 million and $3,076 million with respective fair values of ~~$3,051~~$3,287 million and $2,990 million. Included in the trading classification at ~~June~~September 30, 2011 and December 31, 2010, respectively, were U.S. Treasury securities with aggregate amortized costs of ~~$2,583~~$2,575 million and $2,594 million and fair values of ~~$2,516~~$2,756 million and $2,485 million, pledged under ~~repurchase agreements~~repos accounted for as collateralized borrowings and reported in Broker-dealer related payables in the consolidated balance sheets. Also at ~~June~~September 30, 2011 and December 31, 2010, respectively, Other equity investments included the General Account’s investment in Separate Accounts which had carrying values of ~~$51~~$45 million and $43 million and costs of ~~$50~~$51 million and $42 million as well as other equity securities with carrying values of ~~$26~~$22 million and $28 million and costs of ~~$25~~$22 million and $30 million.

In ~~second~~the third quarter and first ~~six~~nine months of 2011 and 2010, respectively, net unrealized and realized holding gains (losses) on trading account equity securities, including earnings (losses) on the General Account’s investment in Separate Accounts, of ~~$(5)~~$(80) million, $9$(71) million, ~~$(47)~~$45 million and ~~$(32)~~$15 million, respectively, were included in Net investment income (loss) in the consolidated statements of earnings (loss).

Mortgage Loans

Mortgage loans on real estate are placed on nonaccrual status once management believes the collection of accrued interest is doubtful. Once mortgage loans on real estate are classified as nonaccrual loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan on real estate has been restructured to where the collection of interest is considered likely. At ~~June~~September 30, 2011 and December 31, 2010, the carrying values of commercial and agricultural mortgage loans on real estate that had been classified as nonaccrual loans were ~~$17~~$59 million and $16 million for commercial and $3$10 million and $3 million for agricultural, respectively.

Troubled Debt Restructurings

In the first quarter of 2011 the loan shown in the table below was modified from amortizing to interest only payments until February 1, 2012 when the loan reverts back to its normal amortizing payment. Due to the nature of the modification, short-term principal amortization relief, the modification has no financial impact. The fair market value of the underlying real estate collateral is the primary factor in determining the allowance for credit losses and as such, modifications of loan terms typically have no direct impact on the allowance for credit losses.

Troubled Debt Restructuring - Modifications

September 30, 2011


	Number		Outstanding Recorded Investment
	of Loans		Pre-Modification		Post - Modification
			(In Millions)

Troubled debt restructurings:
Agricultural mortgage loans		—	$	—	$	—
Commercial mortgage loans		1		57		57

Total		1	$	57	$	57

There were no default payments on the above loan during the third quarter and first nine months of 2011.

Valuation Allowances for Mortgage Loans:

Allowance for credit losses for mortgage loans for the first ~~six~~nine months of 2011 are as follows:

Mortgage Loans
Commercial Agricultural Total

Allowance for credit losses: (In Millions)

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

Ending balance, June 30,:
Individually Evaluated for Impairment
$ 59 $ - $ 59

Collectively Evaluated for Impairment
$ - $ - $ -

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

~~Investment valuation allowances for mortgage loans at June 30, 2010 were $32 million.~~

		Commercial			Commercial		Commercial
	Mortgage Loans
	Commercial			Agricultural		Total
	(In Millions)
Allowance for credit losses:

Beginning balance, January 1,	$	49		$	—	$	49
Charge-offs		—			—		—
Recoveries		(13	)		—		(13	)
Provision		25			—		25

Ending balance, September 30,	$	61		$	—	$	61


Ending balance, September 30,:
Individually Evaluated for Impairment	$	61		$	—	$	61


Collectively Evaluated for Impairment	$	—		$	—	$	—


Loans Acquired with Deteriorated Credit Quality	$	—		$	—	$	—

The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value. The following table provides information relating to the debt service coverage ratio for commercial and agricultural mortgage loans at ~~June~~September 30, 2011.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

September 30, 2011


	Debt Service Coverage Ratio
	Greater		1.8x to		1.5x to		1.2x to		1.0x to		Less than		Total Mortgage
Loan-to-Value Ratio:⁽²⁾	than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loans
	(In Millions)
Commercial Mortgage Loans⁽¹⁾
0% - 50%	$	143	$	13	$	33	$	49	$	47	$	11	$	296
50% - 70%		176		308		652		246		90		2		1,474
70% - 90%		42		9		447		642		223		55		1,418
90% plus		60		—		27		111		539		58		795

Total Commercial Mortgage Loans	$	421	$	330	$	1,159	$	1,048	$	899	$	126	$	3,983


Agricultural Mortgage Loans⁽¹⁾
0% - 50%	$	152	$	83	$	176	$	268	$	205	$	64	$	948
50% - 70%		53		14		107		151		83		34		442
70% - 90%		—		—		—		1		—		3		4
90% plus		—		—		—		—		—		—		—

Total Agricultural Mortgage Loans	$	205	$	97	$	283	$	420	$	288	$	101	$	1,394


Total Mortgage Loans⁽¹⁾
0% - 50%	$	295	$	96	$	209	$	317	$	252	$	75	$	1,244
50% - 70%		229		322		759		397		173		36		1,916
70% - 90%		42		9		447		643		223		58		1,422
90% plus		60		—		27		111		539		58		795


Total Mortgage Loans	$	626	$	427	$	1,442	$	1,468	$	1,187	$	227	$	5,377

~~Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios~~

~~June 30, 2011~~

⁽¹⁾

~~Debt Service Coverage Ratio~~

~~Less~~

~~Total~~

~~Greater~~

~~1.8x to~~

~~1.5x to~~

~~1.2x to~~

~~1.0x to~~

~~than~~

~~Mortgage~~

~~Loan-to-Value Ratio:(2)~~

~~than 2.0x~~

~~2.0x~~

~~1.8x~~

~~1.5x~~

~~1.2x~~

~~1.0x~~

~~Loans~~

~~(In Millions)~~

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

~~(1)~~

The debt service coverage ratio is calculated using the most recently reported net operating income results from property operations divided by annual debt service.

⁽²⁾	The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.

The following table provides information relating to the aging analysis of past due mortgage loans at ~~June~~September 30, 2011.

Age Analysis of Past Due Mortgage Loans

30-59
Days

60-89
Days

90
Days
or >
Total
Current

Total
Financing
Receivables

Recorded
Investment
> 90 Days
and
Accruing

(In Millions)

Commercial
$ - $ - $ - $ - $ 3,954 $ 3,954 $ -
Agricultural
1 - 21 22 1,372 1,394 -
Total Mortgage Loans
$ 1 $ - $ 21 $ 22 $ 5,326 $ 5,348 $ -

		$3,922		$3,922		$3,922		$3,922		$3,922		$3,922		$3,922
	30-59 Days		60-89 Days		90 Days or >		Total		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
	(In Millions)

Commercial	$	61	$	—	$	—	$	61	$	3,922	$	3,983	$	—
Agricultural		6		27		11		44		1,350		1,394		1

Total Mortgage Loans	$	67	$	27	$	11	$	105	$	5,272	$	5,377	$	1

The following table provides information regarding impaired loans at ~~June~~September 30, 2011 and December 31, 2010, respectively.

Impaired Mortgage Loans

Unpaid Average Interest
Recorded Principal Related Recorded Income
Investment Balance Allowance
Investment(1)
Recognized

(In Millions)
June 30, 2011:
With no related allowance recorded:
Commercial mortgage loans - other
$ - $ - $ - $ - $ -
Agricultural mortgage loans
3 3 - 3 -
Total
$ 3 $ 3 $ - $ 3 $ -

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

Impaired Mortgage Loans


	Recorded Investment		Unpaid Principal Balance		Related Allowance			Average Recorded Investment⁽¹⁾		Interest Income Recognized
	(In Millions)

September 30, 2011:
With no related allowance recorded:
Commercial mortgage loans - other	$	—	$	—	$	—		$	—	$	—
Agricultural mortgage loans		10		10		—			5		—

Total	$	10	$	10	$	—		$	5	$	—


With related allowance recorded:
Commercial mortgage loans - other	$	294	$	294	$	(61	)	$	251	$	9
Agricultural mortgage loans		—		—		—			—		—

Total	$	294	$	294	$	(61	)	$	251	$	9


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

⁽¹⁾	Represents a five-quarter average of recorded amortized cost.

~~(1)~~Derivatives ~~Represents a five-quarter average of recorded amortized cost.~~

~~Derivatives~~

The Insurance Group has issued and continues to offer certain variable annuity products with GMDB, GMIB and GWBL features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholder account balances would support. The risk associated with the GMIB/GWBL feature is that under-performance of the financial markets could result in GMIB/GWBL benefits being higher than what accumulated policyholders’ account balances would support. AXA Financial Group uses derivatives for asset/liability risk management primarily to reduce exposures to equity market declines and interest rate fluctuations. Derivative hedging strategies are designed to reduce these risks from an economic perspective while also considering their impacts on accounting results. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, market volatility and interest rates.

A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, ~~and~~ swaptions, variance swaps, equity options as well as ~~repurchase agreement~~repo transactions. For GMDB, GMIB and GWBL, AXA Financial Group retains certain risks including basis and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB and GWBL features that result from financial markets movements. It also uses ~~repurchase agreements~~repos to finance the purchase of U.S. Treasury securities to reduce the economic impact of unfavorable changes in exposures attributable to interest rates as part of the variable annuity hedging strategy. Since 2010, a portion of exposure to realized interest rate volatility has been hedged through the purchase of swaptions. AXA Financial Group has purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by AXA Financial Group.

GWBL features and reinsurance contracts covering GMIB exposure are considered derivatives for accounting purposes and, therefore, are reported in the balance sheet at their fair value. None of the derivatives used in these programs were designated as qualifying hedges under U.S. GAAP accounting guidance for derivatives and hedging. All gains (losses) on derivatives are reported in Net investment income (loss) in the consolidated statements of earnings (loss) except those resulting from changes in the fair values of the embedded derivatives, the GWBL features are reported in Policyholder’s benefits and the GMIB reinsurance contracts are reported on a separate line in the consolidated statement of earnings, respectively.

In addition to its hedging program that seeks to mitigate economic exposures specifically related to variable annuity contracts with GMDB, GMIB and GWBL features, the Insurance Group has implemented hedging programs to provide additional protection against the adverse effects of equity market and interest rate declines on its statutory liabilities. The remaining protection expired in first quarter 2011.

Since the beginning of 2010, the Insurance Group ~~occasionally~~periodically, including at September 30, 2011, has had in place ~~including at June 30, 2011, an anticipatory~~a hedge program to partially protect against declining interest rates with respect to a part of its projected variable annuity sales. Beginning in fourth quarter 2010, the Insurance Group purchased swaptions to initiate a hedge of its General Account duration and convexity gap resulting from minimum crediting rates on interest sensitive life and annuity business.

In addition to its hedging program that seeks to mitigate economic exposures specifically related to variable annuity contracts with GMDB, GMIB and GWBL features, the Insurance Group implemented in the past hedging programs to provide additional protection against the adverse effects of equity market and interest rate declines on its statutory liabilities. The remaining protection expired in first quarter 2011.

The table below presents quantitative disclosures about AXA Financial Group’s derivative instruments, including those embedded in other contracts though required to be accounted for as derivative instruments.

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 )

Derivative Instruments by Category


	At September 30, 2011						Gains (Losses) Reported in Earnings (Loss) Nine Months Ended September 30, 2011
			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives
	(In Millions)
Freestanding derivatives:
Equity contracts:⁽¹⁾
Futures	$	9,990	$	5	$	—	$	1,280
Swaps		1,778		132		6		215
Options		1,780		63		72		(38	)

Interest rate contracts:⁽¹⁾
Floors		9,000		358		—		128
Swaps		19,036		1,432		664		1,357
Futures		22,840		—		—		2,236
Swaptions		9,998		1,502		—		1,077

Other freestanding contracts:⁽¹⁾
Foreign currency contracts		118		2		1		1

Net investment income (loss)								6,256


Foreign Currency Contracts^(2,4)		3,873		—		331		(28	)

Embedded derivatives:
GMIB reinsurance contracts⁽²⁾		—		2,312		—		1,089

GWBL and other features⁽³⁾		—		—		244		(206	)


Total, September 30, 2011	$	78,413	$	5,806	$	1,318	$	7,111

⁽¹⁾

~~(2)~~

Reported in Other invested assets in the consolidated balance sheets.

⁽²⁾	Reported in Other assets or Other liabilities in the consolidated balance sheets.

⁽³⁾	Reported in Future policy benefits and other policyholder liabilities.

⁽⁴⁾	Reported in Commissions, fees and other income.

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)
Nine Months Ended
September 30, 2010
         Fair Value
      Notional
Amount    Asset
Derivatives    Liability
Derivatives
   (In Millions)
Freestanding derivatives:

Equity contracts:⁽¹⁾

Futures
   $ 8,920       $ —       $ —       $ (803 )
Swaps
   1,698       —       50       (30 )
Options
   1,070       5       1       (36 )
Interest rate contracts:⁽¹⁾

Floors
   9,000       326       —       218
Swaps
   12,166       389       366       1,549
Futures
   14,859       —       —       1,374
Swaptions
   11,150       306       —       93
Other freestanding contracts:⁽¹⁾

Foreign currency contracts
   133       —       1       1


Net investment income (loss)
            2,366


Foreign Currency Contracts^(2,4)
   3,873       —       303       (242 )
Embedded derivatives:

GMIB reinsurance contracts⁽²⁾
   —       1,223       —       894
GWBL and other features⁽³⁾
   —       —       38       (168 )








Total
   $ 62,869       $ 2,249       $ 759       $ 2,850

⁽¹⁾	Reported in Other invested assets in the consolidated balance sheets.

⁽²⁾	Reported in Other assets or Other liabilities in the consolidated balance sheets.

⁽³⁾	Reported in Future policy benefits and other policyholder liabilities.

⁽⁴⁾	Reported in Commissions, fees and other income.

Margins or “spreads” on interest-sensitive life insurance and annuity contracts are affected by interest rate fluctuations as the yield on portfolio investments, primarily fixed maturities, are intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. The Insurance Group currently uses interest rate floors and swaptions to reduce the risk associated with minimum crediting rate guarantees on these interest-sensitive contracts.

AXA Financial also uses interest rate swaps to reduce exposure to interest rate fluctuations on certain of its long-term loans from ~~affiliates and debt obligations.~~affiliates. In addition, AXA Financial uses foreign exchange derivatives to reduce exposure to currency fluctuations that may arise from non-U.S.-dollar denominated financial instruments. The Insurance Group is exposed to equity market fluctuations through investments in Separate Accounts and may enter into derivative contracts specifically to minimize such risk.

At ~~June~~September 30, 2011, AXA Financial Group had open exchange-traded futures positions on the S&P 500, Russell 1000, NASDAQ 100 and Emerging Market indices, having initial margin requirements of ~~$483~~$762 million. At ~~June~~September 30, 2011, AXA Financial Group had open exchange-traded futures positions on the 2-year, 5-year, 10-year, 30-year U.S. Treasury Notes and Eurodollars having initial margin requirements of ~~$171~~$348 million. At that same date, AXA Financial Group had open exchange-traded future positions on the Euro Stoxx, FTSE 100, EAFE and Topix indices as well as corresponding currency futures on the Euro/U.S. dollar, Yen/U.S. dollar and Pound/U.S. dollar, having initial margin requirements of ~~$76~~$29 million. All exchange-traded futures contracts are net cash settled daily. All outstanding equity-based and treasury futures contracts at ~~June~~September 30, 2011 are exchange-traded and net settled daily in cash.

Although notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of credit risk. Generally, the current credit exposure of AXA Financial Group’s derivative contracts is limited to the net positive estimated fair value of derivative contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received pursuant to credit support annexes. A derivative with positive value (a derivative asset) indicates existence of credit risk because the counterparty would owe money to AXA Financial Group if the contract were closed. Alternatively, a derivative contract with negative value (a derivative liability) indicates AXA Financial Group would owe money to the counterparty if the contract were closed. However, generally if there is more than one derivative transaction with a single counterparty, a master netting arrangement exists with respect to derivative transactions with that counterparty to provide for net settlement.

AXA Financial Group may be exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. AXA Financial Group controls and minimizes its counterparty exposure through a credit appraisal and approval process. In addition, AXA Financial Group has executed various collateral arrangements with counterparties to over-the-counter derivative transactions that require both pledging and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities or those issued by government agencies. At ~~June~~September 30, 2011 and December 31, 2010, respectively, AXA Financial Group held ~~$1,130~~$2,547 million and $646 million in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. This unrestricted cash collateral is reported in Cash and cash equivalents, and the obligation to return it is reported in Other liabilities in the consolidated balance sheets.

Certain of AXA Financial Group’s standardized contracts for over-the-counter derivative transactions (“ISDA Master Agreements”) contain credit risk related contingent provisions related to its credit rating. In some ISDA Master Agreements, if the credit rating falls below a specified threshold, either a default or a termination event permitting the counterparty to terminate the ISDA Master Agreement would be triggered. In all agreements that provide for collateralization, various levels of collateralization of net liability positions are applicable, depending upon the credit rating of the counterparty. The aggregate fair value of all collateralized derivative transactions that were in a liability position at ~~June~~September 30, 2011 and December 31, 2010, respectively, were $9$65 million and $158 million for which AXA Financial Group had ~~received~~posted collateral of $4$60 million in 2011 and ~~posted collateral of~~ $209 million in 2010, in the normal operation of its collateral arrangements. If the investment grade related contingent features had been triggered on ~~June~~September 30, 2011, AXA Financial Group would not have been required to post material collateral to its counterparties.

4)	CLOSED BLOCKS

The excess of Closed Block liabilities over Closed Block assets (adjusted to exclude the impact of related amounts in AOCI) represents the expected maximum future post-tax earnings from the Closed Block that would be recognized in income from continuing operations over the period the policies and contracts in the Closed Block remain in force. As of January 1, 2001, AXA Financial Group has developed an actuarial calculation of the expected timing of AXA Equitable’s Closed Block’s earnings. Further, in connection with the acquisition of MONY, AXA Financial Group has developed an actuarial calculation of the expected timing of MONY Life’s Closed Block’s earnings as of July 1, 2004.

If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If, over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Many expenses related to Closed Block operations, including amortization of DAC and VOBA, are charged to operations outside of the Closed Block; accordingly, net revenues of the Closed Block do not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside of the Closed Block.

The operations of the AXA Equitable and MONY Life Closed Blocks are managed separately.

AXA Equitable Closed Block

Summarized financial information for the AXA Equitable Closed Block follows:

June 30, December 31,
2011 2010

(In Millions)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders’ account balances and other
$ 8,191 $ 8,272
Policyholder dividend obligation
158 119
Other liabilities
63 142
Total Closed Block liabilities
8,412 8,533

ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at fair value (amortized cost of $5,366 and $5,416)
5,616 5,605
Mortgage loans on real estate
1,163 981
Policy loans
1,096 1,119
Cash and other invested assets
19 281
Other assets
225 245
Total assets designated to the Closed Block
8,119 8,231

Excess of Closed Block liabilities over assets designated to the Closed Block
293 302

Amounts included in accumulated other comprehensive income (loss):
Net unrealized investment gains (losses), net of deferred income tax (expense) benefit
of $(36) and $(28) and policyholder dividend obligation of $(158) and $(119)
67 53

Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities
$ 360 $ 355


	September 30, 2011		December 31, 2010
	(In Millions)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders’ account balances and other	$	8,164	$	8,272
Policyholder dividend obligation		252		119
Other liabilities		52		142

Total Closed Block liabilities		8,468		8,533


ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at fair value (amortized cost of $5,379 and $5,416)		5,721		5,605
Mortgage loans on real estate		1,151		981
Policy loans		1,074		1,119
Cash and other invested assets		19		281
Other assets		216		245

Total assets designated to the Closed Block		8,181		8,231


Excess of Closed Block liabilities over assets designated to the Closed Block		287		302

Amounts included in accumulated other comprehensive income (loss):
Net unrealized investment gains (losses), net of deferred income tax (expense) benefit of $(35) and $(28) and policyholder dividend obligation of $(252) and $(119)		65		53


Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities	$	352	$	355

AXA Equitable Closed Block revenues and expenses were as follows:

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

(In Millions)
REVENUES:
Premiums and other income
$ 89 $ 92 $ 181 $ 187
Investment income (loss) (net of investment
expenses of $0, $0, $0 and $0)
108 117 218 235
Investment gains (losses), net:
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
Total investment gains (losses), net
(7 ) (7 ) (6 ) (1 )
Total revenues
190 202 393 421

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

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			�� 2010			2011			2010
	(In Millions)
REVENUES:
Premiums and other income	$	84		$	85		$	265		$	272
Investment income (loss) (net of investment expenses of $0, $0, $0 and $0)		109			115			327			350
Investment gains (losses), net:
Total other-than-temporary impairment losses		—			—			(7	)		(8	)
Portion of loss recognized in other comprehensive income (loss)		—			—			—			1

Net impairment losses recognized		—			—			(7	)		(7	)
Other investment gains (losses), net		—			—			1			6

Total investment gains (losses), net		—			—			(6	)		(1	)

Total revenues		193			200			586			621


BENEFITS AND OTHER DEDUCTIONS:
Policyholders’ benefits and dividends		181			186			581			590
Other operating costs and expenses		—			1			1			2

Total benefits and other deductions		181			187			582			592


Net revenues before income taxes		12			13			4			29
Income tax (expense) benefit		(4	)		(4	)		(1	)		(10	)

Net Revenues (Losses)	$	8		$	9		$	3		$	19

Reconciliation of the policyholder dividend obligation follows:

Six Months Ended
June 30,
2011 2010

(In Millions)

Balances, beginning of year
$ 119 $ -
Unrealized investment gains (losses)
39 165
Balances, End of Period
$ 158 $ 165


	Nine Months Ended September 30,
	2011		2010
	(In Millions)

Balances, beginning of year	$	119	$	—
Unrealized investment gains (losses)		133		301

Balances, End of Period	$	252	$	301

MONY Life Closed Block

Summarized financial information for the MONY Life Closed Block follows:

June 30, December 31,
2011 2010

(In Millions)

CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders’ account balances and other
$ 6,605 $ 6,685
Policyholder dividend obligation
351 298
Other liabilities
29 29
Total Closed Block liabilities
6,985 7,012

ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities available for sale, at fair value (amortized cost of $3,953 and $3,943)
4,191 4,136
Mortgage loans on real estate
788 752
Policy loans
885 898
Cash and other invested assets
52 113
Other assets
253 274
Total assets designated to the Closed Block
6,169 6,173

Excess of Closed Block liabilities over assets designated to the Closed Block
816 839

Amounts included in accumulated other comprehensive income (loss):
Net of policyholder dividend obligations of $(238) and $(194)
- -

Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities
$ 816 $ 839


	September 30, 2011		December 31, 2010
	(In Millions)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders’ account balances and other	$	6,579	$	6,685
Policyholder dividend obligation		422		298
Other liabilities		29		29

Total Closed Block liabilities		7,030		7,012


ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities available for sale, at fair value (amortized cost of $3,962 and $3,943)		4,265		4,136
Mortgage loans on real estate		784		752
Policy loans		876		898
Cash and other invested assets		51		113
Other assets		249		274

Total assets designated to the Closed Block		6,225		6,173


Excess of Closed Block liabilities over assets designated to the Closed Block		805		839

Amounts included in accumulated other comprehensive income (loss):
Net of policyholder dividend obligations of $(303) and $(194)		—		—


Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities	$	805	$	839

MONY Life Closed Block revenues and expenses follow:

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

(In Millions)

REVENUES:
Premiums and other income
$ 66 $ 73 $ 128 $ 143
Investment income (loss) (net of investment
expenses of $0, $0, $0 and $0)
79 82 156 165
Investment gains (losses), net:
Total other-than-temporary impairment losses
- - - -
Portion of loss recognized in other comprehensive income (loss)
- - - -
Net impairment losses recognized
- - - -
Other investment gains (losses), net
- (4 ) - (11 )
Total investment gains (losses), net
- (4 ) - (11 )
Total revenues
145 151 284 297

BENEFITS AND OTHER DEDUCTIONS:
Policyholders’ benefits and dividends
126 134 247 263
Other operating costs and expenses
1 1 2 1
Total benefits and other deductions
127 135 249 264

Net revenues before income taxes
18 16 35 33
Income tax (expense) benefit
(6 ) (6 ) (12 ) (12 )
Net Revenues (Losses)
$ 12 $ 10 $ 23 $ 21


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)

REVENUES:
Premiums and other income	$	61		$	69		$	189		$	212
Investment income (loss) (net of investment expenses of $0, $0, $0 and $0)		77			81			233			246
Investment gains (losses), net:
Net impairment losses recognized		—			—			—			—
Other investment gains (losses), net		(1	)		(7	)		(1	)		(18	)

Total investment gains (losses), net		(1	)		(7	)		(1	)		(18	)

Total revenues		137			143			421			440


BENEFITS AND OTHER DEDUCTIONS:
Policyholders’ benefits and dividends		120			126			367			389
Other operating costs and expenses		—			1			2			2

Total benefits and other deductions		120			127			369			391


Net revenues before income taxes		17			16			52			49
Income tax (expense) benefit		(6	)		(2	)		(18	)		(14	)

Net Revenues (Losses)	$	11		$	14		$	34		$	35

Reconciliation of the MONY Life policyholder dividend obligation follows:

Six Months Ended
June 30,
2011 2010

(In Millions)

Balance, beginning of year
$ 298 $ 189
Applicable to net revenues (losses)
9 (8 )
Unrealized investment gains (losses)
44 128
Balance, End of Period
$ 351 $ 309


	Nine Months Ended September 30,
	2011		2010
	(In Millions)

Balance, beginning of year	$	298	$	189
Applicable to net revenues (losses)		15		(13	)
Unrealized investment gains (losses)		109		234

Balance, End of Period	$	422	$	410

5)
GMDB, GMIB, GWBL AND NO LAPSE GUARANTEE FEATURES

A) ~~Variable Annuity Contracts – GMDB, GMIB and GWBL~~

Variable Annuity Contracts – GMDB, GMIB and GWBL

AXA Equitable, MONY Life and MLOA have certain variable annuity contracts with GMDB, GMIB and GWBL features in-force that guarantee one of the following:

Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);

Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);

·	~~Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);~~

Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;

Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include a five year or an annual reset; or

·	Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);

Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.

·	~~Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;~~

·	~~Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include a five year or an annual reset; or~~

·	~~Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.~~

The following table summarizes the GMDB and GMIB liabilities, before reinsurance ceded, reflected in the General Account in future policy benefits and other policyholders liabilities:

GMDB GMIB Total

(In Millions)

Balance at January 1, 2011
$ 1,271 $ 2,313 $ 3,584
Paid guarantee benefits
(88 ) (18 ) (106 )
Other changes in reserve
159 163 322
Balance at June 30, 2011
$ 1,342 $ 2,458 $ 3,800

Balance at January 1, 2010
$ 1,092 $ 1,561 $ 2,653
Paid guarantee benefits
(53 ) (10 ) (63 )
Other changes in reserve
115 538 653
Balance at June 30, 2010
$ 1,154 $ 2,089 $ 3,243


	GMDB			GMIB			Total
	(In Millions)

Balance at January 1, 2011	$	1,271		$	2,313		$	3,584
Paid guarantee benefits		(143	)		(33	)		(176	)
Other changes in reserve		390			1,592			1,982

Balance at September 30, 2011	$	1,518		$	3,872		$	5,390


Balance at January 1, 2010	$	1,092		$	1,561		$	2,653
Paid guarantee benefits		(159	)		(32	)		(191	)
Other changes in reserve		418			1,510			1,928

Balance at September 30, 2010	$	1,351		$	3,039		$	4,390

Related GMDB reinsurance ceded amounts were:

Six Months Ended
June 30,
2011 2010

(In Millions)

Balances, beginning of year
$ 85 $ 94
Paid guarantee benefits
(9 ) (6 )
Other changes in reserve
8 6
Balances, End of Period
$ 84 94


	Nine Months Ended September 30,
	2011			2010
	(In Millions)

Balance, beginning of year	$	85		$	94
Paid guarantee benefits		(13	)		(17	)
Other changes in reserve		17			15

Balance, End of Period	$	89		$	92

The GMIB reinsurance contracts are considered derivatives and are reported at fair value.

The ~~June~~September 30, 2011 values for variable annuity contracts in-force on such date with GMDB and GMIB features are presented in the following table. For contracts with the GMDB feature, the net amount at risk in the event of death is the amount by which the GMDB benefits exceed related account values. For contracts with the GMIB feature, the net amount at risk in the event of annuitization is the amount by which the present value of the GMIB benefits exceeds related account values, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. Since variable annuity contracts with GMDB guarantees may also offer GMIB guarantees in the same contract, the GMDB and GMIB amounts listed are not mutually exclusive:

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 $ 54 $ 561 $ 615
Separate Accounts
N/A N/A $ 2,919 $ 48,400 $ 51,319
Net amount at risk, gross
N/A N/A $ 1,332 $ 1,723 $ 3,055
Net amount at risk, net of
amounts reinsured
N/A N/A $ 393 $ 1,539 $ 1,932
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%


	Return of Premium			Ratchet			Roll-Up			Combo			Total
	(Dollars In Millions)
GMDB:
Account values invested in:
General Account	$	12,274		$	463		$	121		$	522		$	13,380
Separate Accounts	$	26,622		$	7,173		$	3,576		$	31,078		$	68,449
Net amount at risk, gross	$	2,418		$	1,850		$	3,123		$	15,108		$	22,499
Net amount at risk, net of amounts reinsured	$	2,418		$	1,707		$	2,138		$	15,082		$	21,345
Average attained age of contractholders		50.5			63.5			68.5			63.4			54.3
Percentage of contractholders over age 70		3.0	%		26.5	%		46.6	%		27.8	%		10.5	%
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		$	54		$	572		$	626
Separate Accounts		N/A			N/A		$	2,459		$	41,689		$	44,148
Net amount at risk, gross		N/A			N/A		$	2,070		$	8,987		$	11,057
Net amount at risk, net of amounts reinsured		N/A			N/A		$	609		$	7,832		$	8,441
Weighted average years remaining until annuitization		N/A			N/A			0.6			5.1			5.1
Range of contractually specified interest rates		N/A			N/A			3% - 6	%		3% - 6.5	%		3% - 6.5	%

The GWBL and other guaranteed benefits related liability, not included above, ~~were $35~~was $244 million and $38 million at ~~June~~September 30, 2011 and December 31, 2010, respectively, which is accounted for as embedded derivatives. This liability reflects the present value of expected future payments (benefits) less the fees attributable to these features over a range of market consistent economic scenarios.

B) ~~Separate Account Investments by Investment Category Underlying GMDB and GMIB Features~~

B)
Separate Account Investments by Investment Category Underlying GMDB and GMIB Features

The total account values of variable annuity contracts with GMDB and GMIB features include amounts allocated to the guaranteed interest option, which is part of the General Account and variable investment options that invest through Separate Accounts in variable insurance trusts. The following table presents the aggregate fair value of assets, by major investment category, held by Separate Accounts that support variable annuity contracts with GMDB and GMIB benefits and guarantees. The investment performance of the assets impacts the related account values and, consequently, the net amount of risk associated with the GMDB and GMIB benefits and guarantees. Since variable annuity contracts with GMDB benefits and guarantees may also offer GMIB benefits and guarantees in each contract, the GMDB and GMIB amounts listed are not mutually exclusive:

Investment in Variable Insurance Trust Mutual Funds

June 30, December 31,
2011 2010

(In Millions)

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

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

C) Investment in Variable Insurance Trust Mutual Funds


	September 30, 2011		December 31, 2010
	(In Millions)

GMDB:
Equity	$	44,247	$	49,925
Fixed income		4,011		4,109
Balanced		19,410		22,252
Other		781		768

Total	$	68,449	$	77,054


GMIB:
Equity	$	28,128	$	31,911
Fixed income		2,394		2,471
Balanced		13,237		15,629
Other		389		375

Total	$	44,148	$	50,386

Hedging Programs for GMDB, GMIB and GWBL Features

~~Hedging Programs for GMDB, GMIB and GWBL Features~~

Beginning in 2003, AXA Equitable established a program intended to hedge certain risks associated first with the GMDB feature and, beginning in 2004, with the GMIB feature of the ~~Accumulator®~~Accumulator^® series of variable annuity products. The program has also been extended to cover other guaranteed benefits as they have been made available. This program currently utilizes derivative instruments, such as exchange-traded equity, currency, and interest rate futures contracts, total return and/or equity swaps, interest rate swap and floor contracts, ~~and~~ swaptions, variance swaps, equity options as well as ~~repurchase agreement~~repo transactions, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets. At the present time, this program hedges certain economic risks on products sold from 2001 forward, to the extent such risks are not reinsured. At ~~June~~September 30, 2011, the total account value and net amount at risk of the hedged variable annuity contracts were ~~$59,135~~$51,121 million and ~~$11,717~~$18,545 million, respectively, with the GMDB feature and ~~$43,719~~$37,801 million and ~~$1,546~~$7,858 million, respectively, with the GMIB feature.

These programs do not qualify for hedge accounting treatment. Therefore, gains (losses) on the derivatives contracts used in these programs, including current period changes in fair value, are recognized in net investment income (loss) in the period in which they occur, and may contribute to earnings (loss) volatility.

D) ~~Variable and Interest-Sensitive Life Insurance Policies - No Lapse Guarantee~~

D)
Variable and Interest-Sensitive Life Insurance Policies - No Lapse Guarantee

The no lapse guarantee feature contained in variable and interest-sensitive life insurance policies keeps them in force in situations where the policy value is not sufficient to cover monthly charges then due. The no lapse guarantee remains in effect so long as the policy meets a contractually specified premium funding test and certain other requirements.

The following table summarizes the no lapse guarantee liabilities reflected in the General Account in Future policy benefits and other ~~policyholders~~policyholders’ liabilities:

Direct Liability(1)

(In Millions)

Balance at January 1, 2011
$ 375
Other changes in reserves
13
Balance at June 30, 2011
$ 388

Balance at January 1, 2010
$ 255
Other changes in reserves
73
Balance at June 30, 2010
$ 328

~~(1)~~ ~~There were no amounts of reinsurance ceded in any period presented.~~


	Direct Liability⁽¹⁾
	(In Millions)

Balance at January 1, 2011	$	375
Other changes in reserves		40

Balance at September 30, 2011	$	415


Balance at January 1, 2010	$	255
Other changes in reserves		83

Balance at September 30, 2010	$	338

6) ⁽¹⁾

There were no amounts of reinsurance ceded in any period presented.

6)	FAIR VALUE DISCLOSURES

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance established a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:


Level 1		Quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.


Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.


Level 3		Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

AXA Financial Group defines fair value as the quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time AXA Financial Group’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair values cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

Fair Value Measurements at June 30, 2011

Level 1 Level 2 Level 3 Total

(In Millions)

Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate
$ 7 $ 29,853 $ 533 $ 30,393
U.S. Treasury, government and agency
- 5,681 - 5,681
States and political subdivisions
- 533 49 582
Foreign governments
- 624 20 644
Commercial mortgage-backed
- - 1,192 1,192
Residential mortgage-backed(1)
- 2,582 - 2,582
Asset-backed(2)
- 467 134 601
Redeemable preferred stock
281 1,172 3 1,456
Subtotal
288 40,912 1,931 43,131
Other equity investments
93 4 75 172
Trading securities
469 2,582 - 3,051
Other invested assets:
Short-term investments
- 340 - 340
Swaps
- 297 - 297
Options
- 9 - 9
Floors
- 309 - 309
Swaptions
- 460 - 460
Subtotal
- 1,415 - 1,415
Cash equivalents
3,431 - - 3,431
Segregated securities
- 1,000 - 1,000
GMIB reinsurance contracts
- - 1,156 1,156
Separate Accounts' assets
94,422 2,365 220 97,007
Total Assets
$ 98,703 $ 48,278 $ 3,382 $ 150,363

Liabilities:
Other liabilities:
Foreign currency swap
$ - $ 218 $ - $ 218
GWBL and other features' liability
- - 35 35
Total Liabilities
$ - $ 218 $ 35 $ 253

Fair Value Measurements at September 30, 2011


	Level 1		Level 2			Level 3		Total
	(In Millions)

Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate	$	7	$	30,735		$	611	$	31,353
U.S. Treasury, government and agency		—		6,277			—		6,277
States and political subdivisions		—		566			52		618
Foreign governments		—		625			20		645
Commercial mortgage-backed		—		—			1,075		1,075
Residential mortgage-backed⁽¹⁾		—		2,460			2		2,462
Asset-backed⁽²⁾		—		472			128		600
Redeemable preferred stock		277		1,073			3		1,353

Subtotal		284		42,208			1,891		44,383

Other equity investments		70		—			73		143
Trading securities		468		2,819			—		3,287
Other invested assets:
Short-term investments		—		347			—		347
Swaps		—		886			8		894
Futures		5		—			—		5
Options		—		(8	)		—		(8	)
Floors		—		358			—		358
Swaptions		—		1,502			—		1,502

Subtotal		5		3,085			8		3,098

Cash equivalents		7,505		—			—		7,505
Segregated securities		—		1,191			—		1,191
GMIB reinsurance contracts		—		—			2,312		2,312
Separate Accounts’ assets		81,492		2,474			216		84,182

Total Assets	$	89,824	$	51,777		$	4,500	$	146,101


Liabilities:
Other liabilities:
Foreign currency swap	$	—	$	331		$	—	$	331
GWBL and other features’ liability		—		—			244		244

Total Liabilities	$	—	$	331		$	244	$	575

⁽¹⁾	Includes publicly traded agency pass-through securities and collateralized obligations.

⁽²⁾	Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

Fair Value Measurements at December 31, 2010

Level 1 Level 2 Level 3 Total

(In Millions)
Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate
$ 6 $ 29,282 $ 445 $ 29,733
U.S. Treasury, government and agency
- 5,120 - 5,120
States and political subdivisions
- 528 49 577
Foreign governments
- 623 21 644
Commercial mortgage-backed
- - 1,326 1,326
Residential mortgage-backed(1)
- 2,287 - 2,287
Asset-backed(2)
- 311 167 478
Redeemable preferred stock
281 1,342 10 1,633
Subtotal
287 39,493 2,018 41,798
Other equity investments
78 24 77 179
Trading securities
425 2,565 - 2,990
Other invested assets:
Short-term investments
- 352 - 352
Swaps
- (27 ) - (27 )
Futures
- - - -
Options
- 4 - 4
Floors
- 326 - 326
Swaptions
- 306 - 306
Subtotal
- 961 - 961
Cash equivalents
3,764 - - 3,764
Segregated securities
- 1,110 - 1,110
GMIB reinsurance contracts
- - 1,223 1,223
Separate Accounts' assets
91,734 2,184 207 94,125
Total Assets
$ 96,288 $ 46,337 $ 3,525 $ 146,150

Liabilities:
Other liabilities:
Foreign currency swap
$ - $ 304 $ - $ 304
GWBL and other features' liability
- - 38 38
Total Liabilities
$ - $ 304 $ 38 $ 342

Fair Value Measurements at December 31, 2010


	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Investments:
Fixed maturities, available-for-sale:
Corporate	$	6	$	29,282		$	445	$	29,733
U.S. Treasury, government and agency		—		5,120			—		5,120
States and political subdivisions		—		528			49		577
Foreign governments		—		623			21		644
Commercial mortgage-backed		—		—			1,326		1,326
Residential mortgage-backed⁽¹⁾		—		2,287			—		2,287
Asset-backed⁽²⁾		—		311			167		478
Redeemable preferred stock		281		1,342			10		1,633

Subtotal		287		39,493			2,018		41,798

Other equity investments		78		24			77		179
Trading securities		425		2,565			—		2,990
Other invested assets:
Short-term investments		—		352			—		352
Swaps		—		(27	)		—		(27	)
Options		—		4			—		4
Floors		—		326			—		326
Swaptions		—		306			—		306

Subtotal		—		961			—		961

Cash equivalents		3,764		—			—		3,764
Segregated securities		—		1,110			—		1,110
GMIB reinsurance contracts		—		—			1,223		1,223
Separate Accounts’ assets		91,734		2,184			207		94,125

Total Assets	$	96,288	$	46,337		$	3,525	$	146,150


Liabilities:
Other liabilities:
Foreign currency swap	$	—	$	304		$	—	$	304
GWBL and other features’ liability		—		—			38		38

Total Liabilities	$	—	$	304		$	38	$	342

⁽¹⁾	Includes publicly traded agency pass-through securities and collateralized obligations.

⁽²⁾	Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

At ~~June~~September 30, 2011 and December 31, 2010, respectively, investments classified as Level 1 comprise approximately ~~66.6%~~63.0% and 67.0% of invested assets measured at fair value on a recurring basis and primarily include redeemable preferred stock, cash and cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less, and are carried at cost as a proxy for fair value measurement due to their short-term nature.

At ~~June~~September 30, 2011 and December 31, 2010, respectively, investments classified as Level 2 comprise approximately ~~31.9%~~35.5% and 31.5% of invested assets measured at fair value on a recurring basis and primarily include U.S. government and agency securities and certain corporate debt securities, such as private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s

duration, also taking into consideration issuer-specific credit quality and liquidity. These valuation methodologies have been studied and evaluated by AXA Financial Group and the resulting prices determined to be representative of exit values. Segregated securities classified as Level 2 are U.S. Treasury Bills segregated by AllianceBernstein in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Exchange Act and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. At ~~June~~September 30, 2011 and December 31, 2010, respectively, approximately ~~$2,979~~$2,865 million and $2,553 million of AAA-rated mortgage- and asset-backed securities are classified as Level 2 ~~including CMBS,~~ for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.

As disclosed in Note 3, at ~~June~~September 30, 2011 and December 31, 2010, respectively, the net fair value of freestanding derivative positions is approximately ~~$856~~$2,420 million and $305 million, or approximately ~~43.1%~~60.5% and 16.4% of Other invested assets measured at fair value on a recurring basis. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable.

The credit risk of the counterparty and of AXA Financial Group are considered in determining the fair values of all OTC derivative asset and liability positions, respectively, after taking into account the effects of master netting agreements and collateral arrangements. Each reporting period, AXA Financial Group values its derivative positions using the standard swap curve and evaluates whether to adjust the embedded credit spread to reflect changes in counterparty or its own credit standing. As a result, AXA Financial Group reduced the fair value of its OTC derivative asset exposures by $2$12 million at ~~June~~September 30, 2011 to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the non-performance risk of AXA Financial Group for purpose of determining the fair value of its OTC liability positions at ~~June~~September 30, 2011.

At ~~June~~September 30, 2011 and December 31, 2010, respectively, investments classified as Level 3 comprise approximately 1.5% and 1.5% of invested assets measured at fair value on a recurring basis and primarily include corporate debt securities, such as private fixed maturities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification at ~~June~~September 30, 2011 and December 31, 2010, respectively, were approximately ~~$384~~$356 million and $337 million of fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data. AXA Financial Group applies various due-diligence procedures, as considered appropriate, to validate these non-binding broker quotes for reasonableness, based on its understanding of the markets, including use of internally-developed assumptions about inputs a market participant would use to price the security. In addition, approximately ~~$1,326~~$1,205 million and $1,493 million of mortgage- and asset-backed securities, including CMBS, are classified as Level 3 at ~~June~~September 30, 2011 and December 31, 2010, respectively. At ~~June~~September 30, 2011, AXA Financial Group continued to apply a risk-adjusted present value technique to estimate the fair value of CMBS securities below the senior AAA tranche due to ongoing insufficient frequency and volume of observable trading activity in these securities. In applying this valuation methodology, AXA Financial Group adjusted the projected cash flows of these securities for origination year, default metrics, and level of subordination, with the objective of maximizing observable inputs, and weighted the result with a 10% attribution to pricing sourced from a third party service whose process placed significant reliance on market trading activity.

Level 3 also includes the GMIB reinsurance asset and the GWBL features’ liability, which are accounted for as derivative contracts. The GMIB reinsurance asset’s fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market consistent economic scenarios while the GWBL related liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins, attributable to the GWBL feature over a range of market-consistent economic scenarios. The valuations of both the GMIB asset and GWBL features’ liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Account funds consistent with the S&P 500 Index. Using methodology similar to that described for measuring non-performance risk of OTC derivative exposures, incremental adjustment is made to the resulting fair values of the GMIB asset to reflect change in the claims-paying ratings of counterparties to the reinsurance treaties and of AXA Equitable, respectively. After giving consideration to collateral arrangements, AXA Financial Group reduced the fair value of its GMIB asset by ~~$21~~$42 million at ~~June~~September 30, 2011 to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the AA quality claims-paying rating of AXA Equitable, therefore, no incremental adjustment was made for non-performance risk for purpose of determining the fair value of the GWBL features’ liability embedded derivative at ~~June~~September 30, 2011.

In the first ~~six~~nine months of 2011, AFS fixed maturities with fair values of ~~$56~~$79 million and $0 million were transferred out of Level 3 and into Level 2 and out of Level 2 and into Level 1, respectively, principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of ~~$16~~$41 million were transferred into the Level 3 classification. These transfers in the aggregate represent approximately ~~0.48%~~0.67% of total equity at ~~June~~September 30, 2011. In the second quarter of 2011, the trading restriction period for one of AXA Financial Group’s public securities lapsed, and as a result $21 million was transferred from a Level 2 classification to a Level 1 classification.

In the first ~~six~~nine months of 2010, AFS fixed maturities with fair values of ~~$277~~$282 million and ~~$27~~$60 million were transferred out of Level 3 and into Level 2 and out of Level 2 and into Level 1, respectively, principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of ~~$50~~$70 million were transferred into the Level 3 classification. These transfers in the aggregate represent approximately ~~2.1%~~2.4% of total equity at ~~June~~September 30, 2010.

The table below presents a reconciliation for all Level 3 assets and liabilities for the ~~second~~third quarter and first ~~six~~nine months of 2011 and 2010, respectively:

Level 3 Instruments
Fair Value Measurements

State and Commercial
Political Foreign Mortgage- Asset-
Corporate Subdivisions Govts backed backed

(In Millions)

Balance, April 1, 2011
$ 505 $ 48 $ 20 $ 1,316 $ 144
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
1 - - 1 -
Investment gains (losses), net
- - - (23 ) -
Increase (decrease) in the fair value
of the reinsurance contracts
- - - - -
Subtotal
1 - - (22 ) -
Other comprehensive income (loss)
2 1 - (8 ) -
Purchases
100 - - - -
Issuances
- - - - -
Sales
(9 ) - - (94 ) (10 )
Settlements
- - - - -
Transfers into Level 3(2)
7 - - - -
Transfers out of Level 3(2)
(73 ) - - - -
Balance, June 30, 2011
$ 533 $ 49 $ 20 $ 1,192 $ 134

Balance, April 1, 2010
$ 559 $ 48 $ 1 $ 1,671 $ 209
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
1 - - 1 -
Investment gains (losses), net
- - - (47 ) -
Increase (decrease) in the fair value
of the reinsurance contracts
- - - - -
Subtotal
1 - - (46 ) -
Other comprehensive income (loss)
9 3 - (21 ) 3
Purchases/issuances
106 - - - -
Sales/settlements
(19 ) - - (127 ) (9 )
Transfers into/out of Level 3(2)
(70 ) - - (4 ) (34 )
Balance, June 30, 2010
$ 586 $ 51 $ 1 $ 1,473 $ 169

Level 3 Instruments

Fair Value Measurements


	Corporate			State and Political Subdivisions		Foreign Govts		Commercial Mortgage- backed			Residential Mortgage- backed		Asset- backed
	(In Millions)

Balance, July 1, 2011	$	533		$	49	$	20	$	1,192		$	—	$	134
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		1			—		—		—			—		—
Investment gains (losses), net		—			—		—		—			—		—
Increase (decrease) in the fair value of the reinsurance contracts		—			—		—		—			—		—

Subtotal		1			—		—		—			—		—

Other comprehensive income (loss)		(8	)		3		—		(115	)		—		(2	)
Purchases		122			—		—		—			—		—
Issuances		—			—		—		—			—		—
Sales		(17	)		—		—		(2	)		—		(6	)
Settlements		—			—		—		—			—		—
Transfers into Level 3⁽²⁾		32			—		—		—			2		2
Transfers out of Level 3⁽²⁾		(52	)		—		—		—			—		—

Balance, September 30, 2011	$	611		$	52	$	20	$	1,075		$	2	$	128


Balance, July 1, 2010	$	586		$	50	$	1	$	1,474		$	—	$	169
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		1			—		—		1			—		—
Investment gains (losses), net		(1	)		—		—		(169	)		—		—
Increase (decrease) in the fair value of the reinsurance contracts		—			—		—		—			—		—

Subtotal		—			—		—		(168	)		—		—

Other comprehensive income (loss)		10			2		1		191			—		4
Purchases/issuances		15			—		—		—			—		—
Sales/settlements		(15	)		—		—		(9	)		—		(8	)
Transfers into/out of Level 3⁽²⁾		(82	)		—		19		—			—		—

Balance, September 30, 2010	$	514		$	52	$	21	$	1,488		$	—	$	165

⁽¹⁾	There were no U.S. Treasury, government and agency ~~or Residential mortgage-backed securities~~ classified as Level 3 at ~~June~~September 30, 2011 and 2010.

⁽²⁾	Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

State and Commercial
Political Foreign Mortgage- Asset-
Corporate Subdivisions Govts backed backed

(In Millions)

Balance, January 1, 2011
$ 445 $ 49 $ 21 $ 1,325 $ 167
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
1 - - 1 -
Investment gains (losses), net
- - - (20 ) 1
Increase (decrease) in the fair value
of the reinsurance contracts
- - - - -
Subtotal
1 - - (19 ) 1
Other comprehensive income (loss)
(2 ) - - 68 2
Purchases
119 - - - -
Issuances
- - - - -
Sales
(16 ) - (1 ) (182 ) (17 )
Settlements
- - - - -
Transfers into Level 3(2)
16 - - - -
Transfers out of Level 3(2)
(30 ) - - - (19 )
Balance, June 30, 2011
$ 533 $ 49 $ 20 $ 1,192 $ 134

Balance, January 1, 2010
$ 636 $ 53 $ 21 $ 1,782 $ 238
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
1 - - 2 -
Investment gains (losses), net
- - - (88 ) -
Increase (decrease) in the fair value
of the reinsurance contracts
- - - - -
Subtotal
1 - - (86 ) -
Other comprehensive income (loss)
19 3 - (92 ) 6
Purchases/issuances
128 - - - -
Sales/settlements
(50 ) - - (127 ) (18 )
Transfers into/out of Level 3(2)
(148 ) (5 ) (20 ) (4 ) (57 )
Balance, June 30, 2010
$ 586 $ 51 $ 1 $ 1,473 $ 169

   Corporate State and
Political
Subdivisions Foreign
Govts Commercial
Mortgage-
backed Residential
Mortgage-
backed    Asset-
     backed
   (In Millions)
Balance, January 1, 2011
   $ 445    $ 49    $ 21    $ 1,325    $ —       $ 167
Total gains (losses), realized and unrealized, included in:

Earnings (loss) as:

Net investment income (loss)
   2    —    —    2    —       —
Investment gains (losses), net
   —    —    —    (21 ) —       1
Increase (decrease) in the fair value of the reinsurance contracts
   —    —    —    —    —       —




Subtotal
   2    —    —    (19 ) —       1




Other comprehensive income (loss)
   (11 ) 4    (1 ) (47 ) —       1
Purchases
   222    —    —    —    —       —
Issuances
   —    —    —    —    —       —
Sales
   (31 ) (1 ) —    (184 ) —       (24 )
Settlements
   —    —    —    —    —       —
Transfers into Level 3⁽²⁾
   37    —    —    —    2       2
Transfers out of Level 3⁽²⁾
   (53 ) —    —    —    —       (19 )




Balance, September 30, 2011
   $ 611    $ 52    $ 20    $ 1,075    $ 2       $ 128




Balance, January 1, 2010
   $ 636    $ 53    $ 21    $ 1,782    $ —       $ 238
Total gains (losses), realized and unrealized, included in:

Earnings (loss) as:

Net investment income (loss)
   2    —    —    2    —       —
Investment gains (losses), net
   (2 ) —    —    (256 ) —       —
Increase (decrease) in the fair value of the reinsurance contracts
   —    —    —    —    —       —




Subtotal
   —    —    —    (254 ) —       —




Other comprehensive income (loss)
   28    6    —    99    —       9
Purchases/issuances
   52    —    —    —    —       —
Sales/settlements
   (59 ) (1 ) —    (136 ) —       (32 )
Transfers into/out of Level 3⁽²⁾
   (143 ) (6 ) —    (3 ) —       (50 )




Balance, September 30, 2010
   $ 514    $ 52    $ 21    $ 1,488    $ —       $ 165

⁽¹⁾	There were no U.S. Treasury, government and agency ~~or Residential mortgage-backed securities~~ classified as Level 3 at ~~June~~September 30, 2011 and 2010.

⁽²⁾	Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

Redeem- GWBL
able Other Other GMIB Separate and Other
Preferred Equity Invested Reinsurance Accounts Features
Stock
Investments(1)
Assets Asset Assets Liability

(In Millions)

Balance, April 1, 2011
$ 11 $ 77 $ - $ 1,022 $ 212 $ (3 )
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
- - - - 3 -
Investment gains (losses), net
- - - - - -
Increase (decrease) in the fair value
of the reinsurance contracts
- (1 ) - 127 - -
Policyholders' benefits
- - - - - 34
Subtotal
- (1 ) - 127 3 34
Other comprehensive income (loss)
- (1 ) - - - -
Purchases
- - - 13 7 4
Issuances
- - - - - -
Sales
- - - (6 ) (1 ) -
Settlements
- - - - (1 ) -
Transfers into Level 3(2)
- - - - - -
Transfers out of Level 3(2)
(8 ) - - - - -
Balance, June 30, 2011
$ 3 $ 75 $ - $ 1,156 $ 220 $ 35

Balance, April 1, 2010
$ 29 $ 2 $ (7 ) $ 945 $ 207 $ 40
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
- - 19 - - -
Investment gains (losses), net
8 - - - 2 -
Increase (decrease) in the fair value
of the reinsurance contracts
- - - 616 - -
Policyholders' benefits
- - - - - 132
Subtotal
8 - 19 616 2 132
Other comprehensive income (loss)
- - - - - -
Purchases/issuances
- - - 6 - 7
Sales/settlements
(28 ) (1 ) - - (4 ) -
Transfers into/out of Level 3(2)
- 17 - - - -
Balance, June 30, 2010
$ 9 $ 18 $ 12 $ 1,567 $ 205 $ 179

   Redeemable
Preferred
Stock    Other
Equity
Investments⁽¹⁾ Other
Invested
Assets GMIB
Reinsurance
Asset Separate
Accounts
Assets GWBL
and Other
Features
Liability
   (In Millions)
Balance, July 1, 2011
   $ 3       $ 75    $ —    $ 1,156    $ 220    $ 35
Total gains (losses), realized and unrealized, included in:

Earnings (loss) as:

Net investment income (loss)
   —       —    8    —    3    —
Investment gains (losses), net
   —       —    —    —    —    —
Increase (decrease) in the fair value of the reinsurance contracts
   —       —    —    1,155    —    —
Policyholders’ benefits
   —       —    —    —    —    205




Subtotal
   —       —    8    1,155    3    205




Other comprehensive income (loss)
   —       (1 ) —    —    —    —
Purchases
   —       —    —    13    2    4
Issuances
   —       —    —    —    —    —
Sales
   —       (1 ) —    (12 ) (9 ) —
Settlements
   —       —    —    —    —    —
Transfers into Level 3⁽²⁾
   —       —    —    —    —    —
Transfers out of Level 3⁽²⁾
   —       —    —    —    —    —




Balance, September 30, 2011
   $ 3       $ 73    $ 8    $ 2,312    $ 216    $ 244




Balance, July 1, 2010
   $ 10       $ 18    $ 12    $ 1,567    $ 205    $ 179
Total gains (losses), realized and unrealized, included in:

Earnings (loss) as:

Net investment income (loss)
   —       —    —    —    —    —
Investment gains (losses), net
   —       —    —    —    4    —
Increase (decrease) in the fair value of the reinsurance contracts
   —       —    —    304    —    —
Policyholders’ benefits
   —       —    —    —    —    42




Subtotal
   —       —    —    304    4    42




Other comprehensive income (loss)
   —       —    —    —    —    —
Purchases/issuances
   —       —    —    4    —    2
Sales/settlements
   —       —    —    —    (3 ) —
Transfers into/out of Level 3⁽²⁾
   —
(16
)
   (12 ) —    5    —




Balance, September 30, 2010
   $ 10       $ 2    $ —    $ 1,875    $ 211    $ 223

⁽¹⁾	Includes Trading securities’ Level 3 amount.

⁽²⁾	Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

Redeem- GWBL
able Other Other GMIB Separate and Other
Preferred Equity Invested Reinsurance Accounts Features
Stock
Investments(1)
Assets Asset Assets Liability

(In Millions)

Balance, January 1, 2011
$ 10 $ 77 $ - $ 1,223 $ 207 $ 38
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
- - - - - -
Investment gains (losses), net
- - - - 8 -
Increase (decrease) in the fair value
of the reinsurance contracts
- - - (79 ) - -
Policyholders' benefits
- - - - - (12 )
Subtotal
- - - (79 ) 8 (12 )
Other comprehensive income (loss)
- (2 ) - - - -
Purchases
- - - 27 7 9
Issuances
- - - - - -
Sales
- - - (15 ) (1 ) -
Settlements
- - - - (1 ) -
Transfers into Level 3(2)
- - - - - -
Transfers out of Level 3(2)
(7 ) - - - - -
Balance, June 30, 2011
$ 3 $ 75 $ - $ 1,156 $ 220 $ 35

Balance, January 1, 2010
$ 36 $ 2 $ 300 $ 981 $ 230 $ 55
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)
- - 12 - - -
Investment gains (losses), net
8 - - - (22 ) -
Increase (decrease) in the fair value
of the reinsurance contracts
- - - 574 - -
Policyholders' benefits
- - - - - 115
Subtotal
8 - 12 574 (22 ) 115
Other comprehensive income (loss)
3 - - - - -
Purchases/issuances
- - - 12 1 9
Sales/settlements
(28 ) (1 ) - - (5 ) -
Transfers into/out of Level 3(2)
(10 ) 17 (300 ) - 1 -
Balance, June 30, 2010
$ 9 $ 18 $ 12 $ 1,567 $ 205 $ 179

   Redeemable
Preferred
Stock Other
Equity
Investments⁽¹⁾ Other
Invested
Assets GMIB
Reinsurance
Asset Separate
Accounts
Assets GWBL
and Other
Features
Liability
   (In Millions)
Balance, January 1, 2011
   $ 10    $ 77    $ —    $ 1,223    $ 207    $ 38
Total gains (losses), realized and unrealized, included in:

Earnings (loss) as:

Net investment income (loss)
   —    —    8    —    12    —
Investment gains (losses), net
   —    2    —    —    —    —
Increase (decrease) in the fair value of the reinsurance contracts
   —    —    —    1,075    —    —
Policyholders’ benefits
   —    —    —    —    —    194


Subtotal
   —    2    8    1,075    12    194


Other comprehensive income (loss)
   —    (2 ) —    —    —    —
Purchases
   —    3    —    40    9    12
Issuances
   —    —    —    —    —    —
Sales
   —    (7 ) —    (26 ) (10 ) —
Settlements
   —    —    —    —    (2 ) —
Transfers into Level 3⁽²⁾
   —    —    —    —    —    —
Transfers out of Level 3⁽²⁾
   (7 ) —    —    —    —    —


Balance, September 30, 2011
   $ 3    $ 73    $ 8    $ 2,312    $ 216    $ 244


Balance, January 1, 2010
   $ 36    $ 2    $ 300    $ 981    $ 230    $ 55
Total gains (losses), realized and unrealized, included in:

Earnings (loss) as:

Net investment income (loss)
   —    —    —    —    —    —
Investment gains (losses), net
   8    —    —    —    (18 ) —
Increase (decrease) in the fair value of the reinsurance contracts
   —    —    —    879    —    —
Policyholders’ benefits
   —    —    —    —    —    157


Subtotal
   8    —    —    879    (18 ) 157


Other comprehensive income (loss)
   3    —    —    —    —    —
Purchases/issuances
   —    —    —    15    1    11
Sales/settlements
   (27 ) —    (300 ) —    (7 ) —
Transfers into/out of Level 3⁽²⁾
   (10 ) —    —    —    5    —


Balance, September 30, 2010
   $ 10    $ 2    $ —    $ 1,875    $ 211    $ 223

⁽¹⁾	Includes Trading securities’ Level 3 amount.

⁽²⁾	Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

The table below details changes in unrealized gains (losses) for the ~~second~~third quarter and first ~~six~~nine months of 2011 and 2010 by category for Level 3 assets and liabilities still held at ~~June~~September 30, 2011 and 2010, respectively:

Earnings (Loss)
Increase
Net Investment (Decrease) in
Investment Gains Fair Value of Policy-
Income (Losses), Reinsurance holders'
(Loss) Net Contracts OCI Benefits

(In Millions)

Level 3 Instruments
Second Quarter 2011
Still Held at June 30, 2011:(1)

Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate
$ - $ - $ - $ 3 $ -
Commercial mortgage-backed
- - - (9 ) -
Asset-backed
- - - - -
Redeemable preferred stock
- - - - -
Other fixed maturities, available-for-sale
- - - - -
Subtotal
$ - $ - $ - $ (6 ) $ -
Other invested assets
- - - (1 ) -
GMIB reinsurance contracts
- - 134 - -
Separate Accounts’ assets
- 3 - - -
GWBL and other features’ liability
- - - - (38 )
Total
$ - $ 3 $ 134 $ (7 ) $ (38 )

Level 3 Instruments
Second Quarter 2010
Still Held at June 30, 2010:(1)

Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate
$ - $ - $ - $ 9 $ -
State and political subdivisions
- - - 3 -
Commercial mortgage-backed
- - - (20 ) -
Asset-backed
- - - 3 -
Redeemable preferred stock
- - - - -
Other fixed maturities, available-for-sale
- - - - -
Subtotal
$ - $ - $ - $ (5 ) $ -
Other invested assets
19 - - - -
GMIB reinsurance contracts
- - 622 - -
Separate Accounts’ assets
- 1 - - -
GWBL and other features’ liability
- - - - (139 )
Total
$ 19 $ 1 $ 622 $ (5 ) $ (139 )


	Earnings (Loss)
	Net Investment Income (Loss)		Investment Gains (Losses), Net		Increase (Decrease) in Fair Value of Reinsurance Contracts		OCI			Policyholders’ Benefits
	(In Millions)

Level 3 Instruments
Third Quarter 2011
Still Held at September 30, 2011:⁽¹⁾
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate	$	—	$	—	$	—	$	(8	)	$	—
Commercial mortgage-backed		—		—		—		(115	)		—
Asset-backed		—		—		—		(2	)		—
Redeemable preferred stock		—		—		—		—			—
Other fixed maturities, available-for-sale		—		—		—		3			—

Subtotal	$	—	$	—	$	—	$	(122	)	$	—

Other invested assets		8		—		—		—			—
GMIB reinsurance contracts		—		—		1,156		—			—
Separate Accounts’ assets		—		4		—		—			—
GWBL and other features’ liability		—		—		—		—			(209	)

Total	$	8	$	4	$	1,156	$	(122	)	$	(209	)


Level 3 Instruments
Third Quarter 2010
Still Held at September 30, 2010:⁽¹⁾
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate	$	—	$	—	$	—	$	10		$	—
State and political subdivisions		—		—		—		2			—
Commercial mortgage-backed		—		—		—		191			—
Asset-backed		—		—		—		3			—
Redeemable preferred stock		—		—		—		—			—
Other fixed maturities, available-for-sale		—		—		—		—			—

Subtotal	$	—	$	—	$	—	$	206		$	—

Other invested assets		—		—		—		—			—
GMIB reinsurance contracts		—		—		308		—			—
Separate Accounts’ assets		—		2		—		—			—
GWBL and other features’ liability		—		—		—		—			(44	)

Total	$	—	$	2	$	308	$	206		$	(44	)

⁽¹⁾	There were no Equity securities classified as AFS, Other equity investments, Cash equivalents or Segregated securities at ~~June~~September 30, 2011 and 2010.

Earnings (Loss)
Increase
Net Investment (Decrease) in
Investment Gains Fair Value of Policy-
Income (Losses), Reinsurance holders'
(Loss) Net Contracts OCI Benefits

(In Millions)

Level 3 Instruments
First Six Months of 2011
Still Held at June 30, 2011:(1)

Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate
$ - $ - $ - $ (2 ) $ -
Commercial mortgage-backed
- - - 59 -
Asset-backed
- - - 2 -
Redeemable preferred stock
- - - - -
Other fixed maturities, available-for-sale
- - - -
Subtotal
$ - $ - $ - $ 59 $ -
Other invested assets
- - - - -
GMIB reinsurance contracts
- - (67 ) - -
Separate Accounts’ assets
- 8 - - -
GWBL and other features’ liability
- - - - 3
Total
$ - $ 8 $ (67 ) $ 59 $ 3

Level 3 Instruments
First Six Months of 2010
Still Held at June 30, 2010:(1)

Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate
$ - $ - $ - $ 19 $ -
State and political subdivisions
- - - 3
Commercial mortgage-backed
- - - (93 ) -
Asset-backed
- - - 6 -
Redeemable preferred stock
- - - 3 -
Other fixed maturities, available-for-sale
- - - - -
Subtotal
$ - $ - $ - $ (62 ) $ -
Other invested assets
13 - - - -
GMIB reinsurance contracts
- - 586 - -
Separate Accounts’ assets
- (23 ) - - -
GWBL and other features’ liability
- - - - (124 )
Total
$ 13 $ (23 ) $ 586 $ (62 ) $ (124 )

   Earnings (Loss)
   Net
Investment
Income
(Loss)    Investment
Gains
(Losses),
Net Increase
(Decrease) in
Fair Value of
Reinsurance
Contracts        OCI     Policyholders’
Benefits
   (In Millions)
Level 3 Instruments

First Nine Months of 2011

Still Held at September 30, 2011:⁽¹⁾

Change in unrealized gains (losses):

Fixed maturities, available-for-sale:

Corporate
   $ —       $ —    $ —       $ (10 ) $ —
Commercial mortgage-backed
   —       —    —       (56 ) —
Asset-backed
   —       —    —       —    —
Redeemable preferred stock
   —       —    —       —    —
Other fixed maturities, available-for-sale
   —       —    —       3    —






Subtotal
   $ —       $ —    $ —       $ (63 ) $ —






Other invested assets
   8       —    —       —    —
GMIB reinsurance contracts
   —       —    1,089       —    —
Separate Accounts’ assets
   —       12    —       —    —
GWBL and other features’ liability
   —       —    —       —    (206 )






Total
   $ 8       $ 12    $ 1,089       $ (63 ) $ (206 )






Level 3 Instruments

First Nine Months of 2010

Still Held at September 30, 2010:⁽¹⁾

Change in unrealized gains (losses):

Fixed maturities, available-for-sale:

Corporate
   $ —       $ —    $ —       $ 27    $ —
State and political subdivisions
   —       —    —       6    —
Commercial mortgage-backed
   —       —    —       98    —
Asset-backed
   —       —    —       9    —
Redeemable preferred stock
   —       —    —       3    —
Other fixed maturities, available-for-sale
   —       —    —       —    —






Subtotal
   $ —       $ —    $ —       $ 143    $ —






Other invested assets
   —       —    —       —    —
GMIB reinsurance contracts
   —       —    894       —    —
Separate Accounts’ assets
   —       (18 ) —       —    —
GWBL and other features’ liability
   —       —    —       —    (168 )






Total
   $ —       $ (18 ) $ 894       $ 143    $ (168 )

⁽¹⁾	There were no Equity securities classified as AFS, Other equity investments, Cash equivalents or Segregated securities at ~~June~~September 30, 2011 and 2010.

Fair value measurements are required on a non-recurring basis for certain assets, including goodwill, mortgage loans on real estate, equity real estate held for production of income, and equity real estate held for sale, only when an OTTI or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy. At ~~June~~September 30, 2011 and December 31, 2010, no assets were required to be measured at fair value on a non-recurring basis.

The carrying values and fair values at ~~June~~September 30, 2011 and December 31, 2010 for financial instruments not otherwise disclosed in Note 3 are presented in the table below. Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts and pension and other postretirement obligations.

June 30, 2011 December 31, 2010
Carrying Fair Carrying Fair
Value Value Value Value

(In Millions)

Consolidated:
Mortgage loans on real estate
$ 5,289 $ 5,459 $ 4,826 $ 4,950
Other limited partnership interests
1,799 1,799 1,556 1,556
Loans to affiliates
1,278 1,315 1,280 1,292
Policyholders liabilities:
Investment contracts
3,084 3,186 3,179 3,262
Long-term debt
658 729 659 697

Closed Blocks:
Mortgage loans on real estate
$ 1,951 $ 2,017 $ 1,733 $ 1,778
Other equity investments
1 1 1 1
SCNILC liability
7 7 7 7


	September 30, 2011				December 31, 2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In Millions)

Consolidated:
Mortgage loans on real estate	$	5,316	$	5,519	$	4,826	$	4,950
Other limited partnership interests		1,794		1,794		1,556		1,556
Loans to affiliates		1,277		1,325		1,280		1,292
Policyholders liabilities: Investment contracts		3,088		3,337		3,179		3,262
Long-term debt		658		707		659		697

Closed Blocks:
Mortgage loans on real estate	$	1,935	$	2,010	$	1,733	$	1,778
Other equity investments		1		1		1		1
SCNILC liability		6		6		7		7

7)	EMPLOYEE BENEFIT PLANS

The Health Acts signed into law in March 2010, are expected to have both immediate and long-term financial reporting implications for many employers who sponsor health plans for active employees and retirees. While many of the provisions of the Health Acts do not take effect until future years and are intended to coincide with fundamental changes to the healthcare system, current-period measurement of the benefits obligation is required to reflect an estimate of the potential implications of presently enacted law changes absent consideration of potential future plan modifications. Many of the specifics associated with this new healthcare legislation remain unclear, and further guidance is expected to become available as clarifying regulations are issued to address how the law is to be implemented. Management, in consultation with its actuarial advisors in respect of AXA Financial Group’s health and welfare plans, has concluded that a reasonable and reliable estimate of the impact of the Health Acts on future benefit levels cannot be made as of ~~June~~September 30, 2011 due to the significant uncertainty and complexity of many aspects of the new law.

Included among the major provisions of the Health Acts is a change in the tax treatment of the Medicare Part D subsidy. The subsidy came into existence with the enactment of the MMA in 2003 and is available to sponsors of retiree health benefit plans with a prescription drug benefit that is “actuarially equivalent” to the benefit provided by the Medicare Part D program. Prior to the Health Acts, sponsors were permitted to deduct the full cost of these retiree prescription drug plans without reduction for subsidies received. Although the Medicare Part D subsidy does not become taxable until years beginning after December 31, 2012, the effects of changes in tax law had to be recognized immediately in the income statement of the period of enactment. When MMA was enacted, AXA Financial Group reduced its health benefits obligation to reflect the expected future subsidies from this program but did not establish a deferred tax asset for the value of the related future tax deductions. Consequently, passage of the Health Acts did not result in adjustment of the deferred tax accounts.

The funding policy of AXA Financial Group and AllianceBernstein for their respective qualified pension plans is to satisfy their respective funding obligations each year in an amount not less than the minimum required by ERISA, as amended by the Pension Act, and not greater than the maximum it can deduct for Federal income tax purposes.

In the first ~~six~~nine months of 2011, cash contributions by AllianceBernstein and AXA Financial Group (other than AllianceBernstein) to their respective qualified pension plans were $0$7 million and ~~$293~~$757 million. AllianceBernstein and AXA Financial Group ~~currently estimate they will~~do not intend to make any additional contributions ~~to their respective qualified retirement plans of $7 million and $57 million before year end 2011.~~

this year.

Components of certain benefit costs for AXA Financial Group were as follows:

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

(In Millions)

Net Periodic Pension Expense:
(Qualified and Non-qualified Plans)
Service cost
$ 13 $ 14 $ 26 $ 28
Interest cost
43 45 86 91
Expected return on assets
(35 ) (32 ) (70 ) (65 )
Net amortization
42 36 84 72
Total
$ 63 $ 63 $ 126 $ 126

Net Postretirement Benefits Costs:
Service cost
$ 1 $ - $ 2 $ 1
Interest cost
8 9 16 17
Net amortization
1 1 3 2
Total
$ 10 $ 10 $ 21 $ 20

Net Postemployment Benefits Costs:
Service cost
$ 2 $ 1 $ 4 $ 2
Interest cost
1 1 1 1
Total
$ 3 $ 2 $ 5 $ 3


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)

Net Periodic Pension Expense:
(Qualified and Non-qualified Plans)
Service cost	$	13		$	8		$	40		$	36
Interest cost		42			45			127			136
Expected return on assets		(34	)		(33	)		(104	)		(98	)
Net amortization		42			36			126			109

Total	$	63		$	56		$	189		$	183


Net Postretirement Benefits Costs:
Service cost	$	—		$	1		$	1		$	2
Interest cost		8			8			24			25
Net amortization		2			1			5			3

Total	$	10		$	10		$	30		$	30


Net Postemployment Benefits Costs:
Service cost	$	2		$	2		$	5		$	5
Interest cost		—			1			1			1
Net amortization		(1	)		4			(1	)		4

Total	$	1		$	7		$	5		$	10

8)	SHARE-BASED COMPENSATION PROGRAMS

AXA and AXA Financial sponsor various share-based compensation plans for eligible employees and financial professionals of AXA Financial and its subsidiaries. AllianceBernstein also sponsors its own unit option plans for certain of its employees. Activity in these share-based plans in the discussions that follow relates to awards granted to eligible employees and financial professionals of AXA Financial and its subsidiaries under each of these plans in the aggregate, except where otherwise noted. For the ~~second~~third quarter and first ~~six~~nine months of 2011 and 2010, respectively, AXA Financial Group recognized compensation cost for share-based payment arrangements of ~~$60~~$41 million, ~~$126~~$167 million, ~~$34~~$44 million and ~~$93~~$136 million.

On March 18, 2011, under the terms of the AXA Performance Unit Plan 2011, AXA awarded approximately 1.8 million unearned performance units to employees and financial professionals of AXA Financial’s subsidiaries. The extent to which targets measuring the performance of AXA and the insurance related businesses of AXA Financial Group are achieved will determine the number of performance units earned, which may vary in linear formula between 0% and 130% of the number of performance units at stake. The performance units earned during this performance period will vest and be settled the third anniversary of the award date. The price used to value the performance units at settlement will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 17, 2014. In ~~second~~third quarter and first ~~six~~nine months of 2011, the expense associated with the March 18, 2011 grant of performance units was approximately $1$(1) million and $5$3 million, respectively.

On March 18, 2011, approximately 2.4 million options to purchase AXA ordinary shares were granted under the terms of the Stock Option Plan at an exercise price of 14.73 euros. Approximately 2,267,720 of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date, and approximately 154,711 have a four-year cliff vesting term. In addition, approximately 390,988 of the total options awarded on March 18, 2011 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a specified period. All of the options granted on March 18, 2011 have a ten-year term. The weighted average grant date fair value per option award was estimated at $2.46 using a Black-Scholes options pricing model with modification to measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 33.9%, a weighted average expected term of 6.4 years, an expected dividend yield of 7.0% and a risk-free interest

rate of 3.13%. The total fair value of these options (net of expected forfeitures) of approximately $6 million is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible. In ~~second~~third quarter and first ~~six~~nine months of 2011, the expense associated with the March 18, 2011 grant of options was approximately ~~$0 million~~$400,000 and $2 million, respectively.

On March 20, 2011, approximately 830,650 performance units earned under the AXA Performance Unit Plan 2009 were fully vested for total value of approximately $17 million. Distributions to participants were made on April 14, 2011, resulting in cash settlements of approximately 80% of these performance units for aggregate value of approximately $14 million and equity settlements of the remainder with approximately 163,866 restricted AXA ordinary shares for aggregate value of approximately $3 million. These AXA ordinary shares were sourced from Treasury shares.

In 2011, eligible employees of participating AXA Financial subsidiaries were offered the opportunity to purchase newly issued AXA stock, subject to plan limits, under the terms of AXA Shareplan 2011. Eligible employees could reserve a share purchase during the reservation period from September 1, 2011 through September 16, 2011 and could cancel their reservation or elect to make a purchase for the first time during the retraction/subscription period from November 3, 2011 through November 7, 2011. The U.S. dollar purchase price was determined by applying the U.S. dollar/Euro forward exchange rate on October 27, 2011 to the discounted formula subscription price in Euros. “Investment Option A” permitted participants to purchase AXA ordinary shares at a 20% formula discounted price of $11.83 per share. “Investment Option B” permitted participants to purchase AXA ordinary shares at a 13.60% formula discounted price of $12.77 per share on a leveraged basis with a guaranteed return of initial investment plus a portion of any appreciation in the undiscounted value of the total shares purchased. For purposes of determining the amount of any appreciation, the AXA ordinary share price will be measured over a fifty two week period preceding the scheduled end date of AXA Shareplan 2011 which is July 1, 2016. All subscriptions became binding and irrevocable at November 7, 2011.

9)	INCOME TAXES

Income taxes for the interim periods ended ~~June~~September 30, 2011 and 2010 were computed using an estimated annual effective tax rate. This rate is revised, if necessary, at the end of each successive interim period to reflect the current estimate of the annual effective tax rate. The tax expense for the six months ended June 30, 2010 reflected a $148 million benefit primarily related to the release of state deferred taxes due to the conversion of ACMC, Inc. from a corporation to a limited liability company.

The IRS completed its examination of ~~the~~ AXA ~~Financial's~~Financial’s 2004 and 2005 Federal corporate income tax returns and issued its Revenue ~~Agent's~~Agent’s Report on August 10, 2011. The impact of these completed audits on AXA Financial Group’s financial statements and unrecognized tax benefits in third quarter and first nine months of 2011 was a tax benefit of $102 million. AXA Financial expects to appeal certain issues to the Appeals Division of the IRS. It is reasonably possible that the total amounts of unrecognized tax benefits will change within the next 12 months due to the conclusion of these IRS proceedings and the addition of new issues for open tax years. The possible change in the amount of unrecognized tax benefits cannot be estimated at this time.

The tax expense for the nine months ended September 30, 2010 reflected a $148 million benefit primarily related to the release of state deferred taxes due to the conversion of ACMC, Inc. from a corporation to a limited liability company.

10)	LITIGATION

There have been no new material legal proceedings and no material developments in specific litigations previously reported in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2010, except as set forth below:

Insurance Litigation

In Eagan, in June 2011, the Court granted final approval of the settlement between the parties.

In July 2011, a lawsuit was filed in the United States District Court of the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC (“FMG LLC”). The lawsuit was filed derivatively on behalf of eight funds. The lawsuit seeks recovery under Section 36(b) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), for alleged excessive fees paid to AXA Equitable and FMG LLC for investment management services. Plaintiff seeks recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid.

In November 2011, plaintiff filed an amended complaint, adding claims under Section 47(b) and 26(f) of the Investment Company Act, as well as a claim for unjust enrichment. In addition, plaintiff purports to file the lawsuit as a class action in addition to a derivative action.

In Dennison, in October 2011, the Court certified a class of certain RISPE participants who will take or have taken lump sum payments after June 2004.

Insurance Regulatory Matters

AXA Financial Group is subject to various statutory and regulatory requirements concerning the payment of death benefits and the reporting and escheatment of unclaimed property, and is subject to audit and examination for compliance with these requirements. AXA Financial Group, along with other life insurance industry companies, has been the subject of various ~~examinations~~inquiries regarding its death claim, escheatment, and unclaimed property procedures and ~~escheatment procedures.~~is cooperating with these inquiries. For example, in June 2011, the New York State Attorney General’s office issued a subpoena to AXA Financial Group in connection with its investigation of industry escheatment and unclaimed property ~~and escheatment practices. In July 2011,~~procedures. AXA Financial Group along with all other life insurance companies licensed to do business in New York, received a request for a special report from the New York State Insurance Department principally concerning insurance company practices for locating beneficiaries when no death claimalso has ~~been filed. AXA Financial Group has also~~ been contacted by a third party auditor acting on behalf of a number of U.S. state jurisdictions ~~for~~reviewing compliance with unclaimed property laws of those jurisdictions. In July 2011, AXA Financial Group ~~is cooperating~~received a request from the New York State Department of Financial Services, Life Bureau, formerly the New York State Insurance Department, (the “NYSDFS”) to use data available on the U.S. Social Security Administration’s Death Master File or similar database to identify instances where death benefits under life insurance policies, annuities and retained asset accounts are payable, to locate and pay beneficiaries under such contracts, and to report the results of the use of the data. On October 31, 2011, AXA Financial Group filed its first stage request results with ~~these examinations.~~

the NYSDFS. AXA Financial Group expects that the audits and related inquiries will result in payment of death benefits, reporting and escheatment of unclaimed death benefits, potential interest on such payments, and changes to AXA Financial Group’s relevant procedures.

In addition to the matters described above and in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2010, a number of lawsuits have been filed against life and health insurers in the jurisdictions in which AXA Equitable, MONY Life, and their respective insurance subsidiaries do business involving insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration and other matters. Some of the lawsuits have resulted in the award of substantial judgments against other insurers, including material amounts of punitive damages, or in substantial settlements. In some states, juries have substantial discretion in awarding punitive damages. AXA Equitable, AXA Life, MONY Life, MLOA and USFL, like other life and health insurers, from time to time are involved in such litigations. Some of these actions and proceedings filed against AXA Financial and its subsidiaries have been brought on behalf of various alleged classes of claimants and certain of these claimants seek damages of unspecified amounts. While the ultimate outcome of such matters cannot be predicted with certainty, in the opinion of management no such matter is likely to have a material adverse effect on AXA Financial Group’s consolidated financial position or results of operations. However, it should be noted that the frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given matter.

AllianceBernstein Litigation

In connection with its market timing matters, the derivative claim, which was brought by AllianceBernstein Holding unitholders against the officers and directors of AllianceBernstein and in which plaintiffs sought an unspecified amount of damages, has been resolved pursuant to a stipulation of settlement with plaintiffs and the recovery of insurance proceeds totaling $23 million from relevant carriers. ~~The~~In August 2011, the stipulation of settlement ~~has been submitted to the court for final approval and, if~~was approved by the ~~court, will result in the settlement proceeds, after payment of plaintiffs’ legal fees, being disbursed to AllianceBernstein.~~

court.

Although the outcome of litigation and regulatory matters generally cannot be predicted with certainty, management intends to vigorously defend against the allegations made by the plaintiffs in the actions described above and those described in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2010, and believes that the ultimate resolution of the litigation and regulatory matters described therein involving AXA Financial and/or its subsidiaries should not have a material adverse effect on the consolidated financial position of AXA Financial Group. Management cannot make an estimate of loss, if any, or predict whether or not any of the litigations and regulatory matters described above or in AXA Financial Group’s Notes to Consolidated Financial Statements for the year ended December 31, 2010 will have a material adverse effect on AXA Financial Group’s consolidated results of operations in any particular period.

11)
RESTRUCTURING

As part of AXA Financial Group’s on-going efforts to reduce costs and operate more efficiently, from time to time, management has approved and initiated plans to reduce headcount and relocate certain operations. In the ~~second~~third quarter and first ~~six~~nine months of 2011, respectively, AXA Financial Group recorded a ~~$25~~$2 million and a ~~$26~~$28 million pre-tax charge related to severance costs.

During 2010, AllianceBernstein performed a comprehensive review of its real estate requirements in connection with its workforce reductions that commenced in 2008. As a result, AllianceBernstein recorded a non-cash pre-tax charge of $102 million in 2010 that reflected the net present value of the difference between the amount of AllianceBernstein’s on-going contractual operating lease obligations for this space and their estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to this space. ~~During~~AllianceBernstein recorded pre-tax real estate charges totaling $7 million for both the third quarter and first ~~six~~nine months of ~~2011, no adjustments were made to~~2011. In the ~~real estate liability. During the~~third quarter and first ~~six~~nine months of 2010, ~~a $12 million~~respectively, pre-tax real estate ~~charge was~~charges of $90 million and $102 million were recorded.

12)	COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) follow:

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

(In Millions)

Net earnings (loss)
$ 721 $ 1,749 $ 476 $ 2,096

Other comprehensive income (loss), net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment
187 380 212 564
Changes in defined benefit plan related items not yet recognized
in periodic benefit cost, net of reclassification adjustment
(16 ) (10 ) (42 ) (31 )
Total other comprehensive income (loss), net of income taxes
171 370 170 533
Comprehensive income (loss)
892 2,119 646 2,629
Less: Comprehensive (income) loss attributable to
noncontrolling interest
(66 ) 1 (119 ) (61 )

Comprehensive Income (Loss) Attributable to AXA Financial, Inc.
$ 826 $ 2,120 $ 527 $ 2,568


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)

Net earnings (loss)	$	2,581		$	(394	)	$	3,057		$	1,702


Other comprehensive income (loss), net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment		224			610			436			1,174
Changes in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment		(29	)		(45	)		(71	)		(76	)

Total other comprehensive income (loss), net of income taxes		195			565			365			1,098

Comprehensive income (loss)		2,776			171			3,422			2,800
Less: Comprehensive (income) loss attributable to noncontrolling interest		(5	)		(78	)		(124	)		(139	)


Comprehensive Income (Loss) Attributable to AXA Financial, Inc.	$	2,771		$	93		$	3,298		$	2,661

13)
SEGMENT INFORMATION

The following tables reconcile segment revenues and earnings (loss) from continuing operations before income taxes to total revenues and earnings (loss) as reported on the consolidated statements of earnings and segment assets to total assets on the consolidated balance sheets, respectively.

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

(In Millions)
Segment revenues:
Financial Advisory/Insurance
$ 3,055 $ 5,970 $ 4,413 $ 7,773
Investment Management(1)
728 691 1,483 1,421
Consolidation/elimination
(5 ) (6 ) (10 ) (12 )
Total Revenues
$ 3,778 $ 6,655 $ 5,886 $ 9,182

Segment earnings (loss) from continuing operations,
before income taxes:

Financial Advisory/Insurance
$ 956 $ 2,559 $ 424 $ 2,712
Investment Management
93 79 210 193
Consolidation/elimination
1 1 1 3

Total Earnings (Loss) from Continuing Operations, before Income Taxes
$ 1,050 $ 2,639 $ 635 $ 2,908


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)
Segment revenues:
Financial Advisory/Insurance	$	10,273		$	1,966		$	14,686		$	9,739
Investment Management		643			757			2,126			2,178
Consolidation/elimination		(4	)		(8	)		(14	)		(20	)

Total Revenues	$	10,912		$	2,715		$	16,798		$	11,897


Segment earnings (loss) from continuing operations, before income taxes:

Financial Advisory/Insurance	$	3,703		$	(639	)	$	4,127		$	2,073
Investment Management⁽¹⁾		58			30			268			223
Consolidation/elimination		2			—			3			3


Total Earnings (Loss) from Continuing Operations, before Income Taxes	$	3,763		$	(609	)	$	4,398		$	2,299

⁽¹⁾	Net of interest expense incurred on securities borrowed.


	September 30, 2011			December 31, 2010
	(In Millions)
Segment assets:
Financial Advisory/Insurance	$	170,581		$	171,595
Investment Management		12,953			12,363
Consolidation/elimination		(6	)		(41	)

Total Assets	$	183,528		$	183,917

~~(1)~~ ~~Net of interest expense incurred on securities borrowed.~~

June 30, December 31,
2011 2010

(In Millions)
Segment assets:
Financial Advisory/Insurance
$ 175,898 $ 171,595
Investment Management
12,437 12,363
Consolidation/elimination
(17 ) (41 )
Total Assets
$ 188,318 $ 183,917

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations for AXA Financial Group that follows should be read in conjunction with the Consolidated Financial Statements and the related Notes to Consolidated Financial Statements included elsewhere herein, with the information provided under “Forward-looking Statements” included elsewhere herein and Management’s Discussion and Analysis (“MD&A”) in Part II, Item 7 and “Risk Factors” in Part I, Item 1A included in AXA Financial Group’s Annual Report on Form 10-K for the year ended December 31, 2010 (“2010 Form 10-K”).

BACKGROUND

AXA Financial Group is a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management products and services. Through its insurance company subsidiaries, it is among the oldest and largest life insurance organizations in the United States. It is also a leading asset manager, with total assets under management of approximately ~~$561.83~~$502.10 billion at ~~June~~September 30, 2011, of which approximately ~~$461.00~~$402.20 billion were managed by AllianceBernstein. AXA Financial is a wholly owned subsidiary of AXA S.A. (“AXA”), a French holding company for an international group of insurance and related financial services companies.

AXA Financial Group conducts operations in two business segments, the Financial Advisory/Insurance segment and the Investment Management segment. The Financial Advisory/Insurance segment’s business is conducted by AXA Equitable, AXA Advisors, AXA Network, AXA Distributors and the MONY Companies, as well as their subsidiaries. The Financial Advisory/Insurance segment offers a variety of term, variable and universal life insurance products, variable and fixed-interest annuity products, mutual funds and other investment products and asset management, financial planning and other services principally to individuals, small and medium-size businesses and professional and trade associations. The Investment Management segment is principally comprised of the investment management business of AllianceBernstein, a leading global investment management firm. AllianceBernstein earns revenues primarily by charging fees for managing the investment assets of, and providing research to, its clients.

~~FIRST SIX MONTHS OF~~

CURRENT MARKET CONDITIONS AND OVERVIEW

Our business and consolidated 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 unfavorable events, including among other things, sluggish economic data (such as persistent high unemployment, weak job creation and declining consumer confidence), concerns over European sovereign debt and the downgrade by Standard & Poors (“S&P”) of the United States’ debt from AAA to AA+ led to declines and increased volatility in the capital markets during third quarter 2011. These events also renewed fears of a double dip recession and may further disrupt economic activity and the recovery in the United States and elsewhere. In addition, recent actions by the United States Federal Reserve including, but not limited to, its decision to keep the federal funds rate exceptionally low through mid-2013 contributed to the decline of long-term interest rates during third quarter 2011. As a result of these events, the S&P 500 declined by approximately 14.3% during the third quarter 2011 ~~OVERVIEW~~and the ten year U.S. Treasury yield decreased by approximately 127 basis points from 3.18% at June 30, 2011 to 1.91% at September 30, 2011.

As a result of these events, many of the risks we face, including those arising from weak economic conditions, equity market declines and/or volatility, interest rate fluctuations and/or prolonged periods of low interest rates could affect (and, in some cases in third quarter 2011, did affect) our business, consolidated results of operations and financial condition. Some of the more significant effects include, but are not limited to, the following:

the increases in the consolidated net earnings of the AXA Financial Group and the Financial Advisory/Insurance segment were largely due to the substantial increases in third quarter 2011 in the fair values of derivative instruments used to hedge the variable annuity products with GMDB, GMIB and GWBL features (the “VA Guarantee Features”) that are reported at fair value. Under U.S. GAAP, reserves for these VA Guarantee Features do not fully and immediately reflect the impact of equity and interest market fluctuations. If the reserves were calculated on a basis that would fully and immediately reflect the impact of equity and interest market fluctuations, U.S. GAAP earnings would be significantly lower than that being reported. For additional information, see “Accounting for Variable Annuity Guarantee Features” below.

•

the amount of benefits potentially payable by the Insurance Group under VA Guarantee Features offered in certain products, particularly the Accumulator^® series of variable annuity products, has increased substantially, while the U.S. GAAP reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. Additionally, the Insurance Group’s risk management program, which principally utilizes reinsurance and hedging, mitigated, but did not fully offset, the economic effect of these potential benefit increases.

the declines in Separate Accounts balances will reduce the fee income being earned on such accounts.

~~The~~

AllianceBernstein’s assets under management, consolidated results of operations, the value of the Insurance Group’s investment in AllianceBernstein, and the level of distributions paid by AllianceBernstein to AXA Financial Group have all declined.

As part of the Insurance Groups’ continuing efforts to mitigate the impacts of the volatile conditions in the capital markets, the Insurance Group ~~continues to review and modify~~has modified its product portfolio with the strategy of developing new and innovative products with the objective of offering a more balanced and diversified product portfolio that drives profitable growth while appropriately managing risk. Solid progress has been made in executing this strategy, as several new and innovative life insurance and annuity products have been introduced to the marketplace, which have been well received. In the first ~~six~~nine months of 2011, sales of these new and innovative products continue to account for a meaningful amount of our total product sales.

Moreover, despite the challenging economic environment, the Insurance Group’s overall life insurance and annuity sales have shown resilience. In the ~~second~~third quarter and first ~~six~~nine months of 2011, respectively, annuities first year premiums by the Insurance Group increased by ~~$71~~$29 million, or 6%3% and ~~$210~~$239 million, or ~~10%~~7%, from the comparable 2010 periods, primarily due to increased premiums and deposits of variable annuity products. The Insurance Group’s life insurance first year premiums and deposits in the ~~second~~third quarter and first ~~six~~nine months of 2011 increased by ~~$15~~$23 million, or ~~14%~~21% and ~~$32~~$55 million, or ~~16%~~17%, from the comparable 2010 periods, primarily due to increased sales of universal life insurance products, partially offset by decreases in first year term life insurance sales.

~~AllianceBernstein’s~~

At AllianceBernstein, total assets under management (“AUM”) as of ~~June~~September 30, 2011 were ~~$461.00~~$402.20 billion, down ~~$17.00~~$75.80 billion, or ~~3.7%~~15.9%, compared to December 31, ~~2010. AllianceBernstein’s AUM decreased $16.30 billion compared to March 31, 2011. AllianceBernstein’s AUM increased $12.80~~2010, down $58.80 billion, or ~~2.9%~~12.8%, compared to June 30, 2011 and down $75.30 billion or 15.8%, compared to September 30, 2010. During the first ~~six~~nine months of 2011, AUM decreased as a result of net outflows of ~~$33.90~~$49.20 billion (primarily in the Institutions channel), and by market depreciation of $28.00 billion partially offset by ~~market appreciation~~an increase of ~~$15.70 billion and~~ $1.20 billion related to an acquisition. During the quarter ended ~~June~~September 30, 2011 AUM decreased as a result of net outflows of ~~$19.50~~$15.40 billion ~~partially offset~~and by market ~~appreciation~~depreciation of ~~$2.00 billion and $1.20 billion related to an acquisition.~~$43.60 billion. During the twelve month period ended ~~June~~September 30, 2011, AUM ~~increased~~decreased as a result of ~~market appreciation~~net outflows of ~~$82.40~~$78.30 billion and by market depreciation of $6.10 billion partially offset by an additional inflow of $9.10 billion (including $8.00 billion from the acquisition of an alternative investments group in October 2010) ~~partially offset by net outflows of $78.70 billion.~~

~~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.

For additional information 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. Seesee “Item 1A -– Risk Factors” in the 2010 Form 10-K.

~~GENERAL~~

ACCOUNTING FOR VA GUARANTEE FEATURES

In recent years, variable annuity products with ~~GMDB, GMIB and GWBL features (the “VA~~VA Guarantee ~~Features”)~~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~~mitigate 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.~~volatility as in third quarter 2011 when we recognized approximately $6.34 billion of income on free standing derivatives, while reserves for the VA Guarantee Features increased by only approximately $1.79 billion. Consequently, the additional impact of the recent market declines on future claims exposure negatively impacts expected future period results, which, under the U.S. GAAP GMDB and GMIB reserving methodology, is only partially reflected in the current reserve balance. The resulting reduction in projected estimated gross profits resulted in $3.05 billion of additional amortization to reduce the DAC related to variable annuity products, as the DAC would have been in excess of the present value of estimated future profits.

•

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. Additionally, under U.S. GAAP, the GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB as noted above, 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 as in third quarter 2011, particularly during periods in which equity markets and/or interest rates change significantly as in third quarter 2011.

As referred to in the preceding paragraphs, decreasing interest rates and significant declines in equity markets, specifically in the third quarter of 2011, contributed to earnings volatility. The table below ~~shows,~~reflects, for ~~second~~third quarter and the first ~~six~~nine months of 2011 and 2010 and the year ended December 31, 2010, the ~~impact~~volatility 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 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 )


	Three Months Ended September 30,						Nine Months Ended September 30,						Year Ended December 31, 2010
	2011			2010			2011			2010			Year Ended December 31, 2010
	(In Millions)

Income (loss) on free-standing derivatives,⁽¹⁾ repos and reverse repos	$	6,341		$	(317	)	$	6,099		$	2,576		$	(415	)
Increase (decrease) in fair value of GMIB reinsurance contracts⁽²⁾		1,156			308			1,089			894			243
(Increase) decrease in GMDB, GMIB and GWBL reserves, net of related GMDB reinsurance⁽³⁾		(1,794	)		(1,051	)		(2,008	)		(1,765	)		(922	)

Total	$	5,703		$	(1,060	)	$	5,180		$	1,705		$	(1,094	)

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

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

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

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~~form 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

· ~~Financial Advisory/Insurance Revenue Recognition~~

DAC and VOBA

· ~~Insurance Reserves and Policyholder Benefits~~

Goodwill and Other Intangible Assets

· ~~DAC and VOBA~~

Investment Management Revenue Recognition and Related Expenses

· ~~Goodwill and Other Intangible Assets~~

Share-based and Other Compensation Programs

· ~~Investment Management Revenue Recognition and Related Expenses~~

Pension and Other Postretirement Benefit Plans

· ~~Share-based and Other Compensation Programs~~

Investments – Impairments and Fair Value Measurements

· ~~Pension and Other Postretirement Benefit Plans~~

Income Taxes

· ~~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.”

The following discussion updates the Goodwill critical accounting estimate through September 30, 2011.

Goodwill

The impairment analysis is a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired and the second step of the impairment test is not performed. However, if the carrying value of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit to the aggregated fair values of its individual assets and liabilities to determine the amount of impairment, if any.

AllianceBernstein estimates its fair value under both the market approach and income approach. Under the market approach, the fair value of the reporting unit is based on its unadjusted market valuation (AllianceBernstein Units outstanding multiplied by Holding’s Unit price) and adjusted market valuations assuming a control premium and earnings multiples. Per the AllianceBernstein Partnership Agreement, the price of a limited partnership interest is equal to the price of a Holding Unit. On an unadjusted basis, AllianceBernstein’s fair value per unit as of September 30, 2011 was $13.65 (Holding’s Unit price) as compared to its carrying value, or book value, of $15.57 per unit. AllianceBernstein’s average fair value during the third quarter of 2011 was $16.44 per unit. Also under the market approach, AllianceBernstein assumed a control premium for the reporting unit, which was determined, based on an analysis of control premiums for relevant recent acquisitions, as well as applied comparable industry earnings multiples to AllianceBernstein’s current earnings forecast. Under these market valuation approaches, AllianceBernstein’s estimated fair value was above its carrying value. Under the income approach, the fair value of the reporting unit is based on the present value of estimated future cash flows. Determining estimated fair value using a discounted cash flow valuation technique consists of applying business growth rate assumptions over the estimated life of the goodwill asset and then discounting the resulting expected cash flows using an estimated weighted average cost of capital of market participants to arrive at a present value amount that approximates fair value. In AllianceBernstein’s tests, AllianceBernstein’s discounted expected cash flow model uses its management’s current five-year business plan, which factors in current market conditions and all material events that have impacted, or that AllianceBernstein believed at the time could potentially impact, future expected cash flows and a declining annual growth rate thereafter.

AllianceBernstein’s management has considered the results of the market approach and income approach analysis performed along with a number of other factors (including current market conditions) and has determined that AllianceBernstein’s fair value exceeded its carrying value as of September 30, 2011. As such, no goodwill impairment existed and the second step of the goodwill impairment test was not required.

In addition in third quarter 2011, the Insurance Group assessed the recoverability of its goodwill and management determined there was no impairment.

CONSOLIDATED RESULTS OF OPERATIONS

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

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

AXA Financial, Inc.

Consolidated Results of Operations


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)

Universal life and investment-type product policy fee income	$	850		$	826		$	2,659		$	2,414
Premiums		362			375			1,133			1,148
Net investment income (loss):
Investment income (loss) from derivative instruments		6,570			(438	)		6,255			2,366
Other investment income (loss)		981			885			2,629			2,485

Total net investment income (loss)		7,551			447			8,884			4,851

Investment gains (losses), net:
Total other-than-temporary impairment losses		—			(180	)		(25	)		(276	)
Portion of loss recognized in other comprehensive income		—			11			1			17

Net impairment losses recognized		—			(169	)		(24	)		(259	)
Other investment gains (losses), net		14			2			9			29

Total investment gains (losses), net		14			(167	)		(15	)		(230	)

Commissions, fees and other income		979			926			3,048			2,820
Increase (decrease) in fair value of reinsurance contracts		1,156			308			1,089			894

Total revenues		10,912			2,715			16,798			11,897


Policyholders’ benefits		2,705			1,855			4,439			4,256
Interest credited to policyholders’ account balances		249			277			798			789
Compensation and benefits		530			619			1,738			1,796
Commissions		305			232			833			691
Distribution related payments		77			72			230			210
Amortization of deferred sales commission		9			12			29			36
Interest expense		85			88			253			276
Amortization of deferred policy acquisition costs and value of business acquired		3,134			(41	)		3,693			1,062
Capitalization of deferred policy acquisition costs		(289	)		(226	)		(775	)		(681	)
Rent expense		73			73			212			210
Amortization of other intangible assets		10			9			30			29
Other operating costs and expenses		261			354			920			924

Total benefits and other deductions		7,149			3,324			12,400			9,598


Earnings (loss) from continuing operations before income taxes		3,763			(609	)		4,398			2,299
Income tax (expense) benefit		(1,182	)		215			(1,341	)		(597	)


Net earnings (loss)		2,581			(394	)		3,057			1,702
Less: net (earnings) loss attributable to the noncontrolling interest		(26	)		(23	)		(135	)		(126	)


Net Earnings (Loss) Attributable to AXA Financial, Inc.	$	2,555		$	(417	)	$	2,922		$	1,576

Three Months Ended ~~June~~September 30, 2011 Compared to Three Months Ended ~~June~~September 30, 2010

Net earnings attributable to the AXA Financial Group in ~~second~~third quarter 2011 were ~~$672 million, a decrease~~$2.56 billion, an increase of ~~$1.03~~$2.97 billion from the ~~$1.71 billion~~$417 million of net ~~earnings~~loss attributable to the AXA Financial Group during ~~second~~third quarter 2010 as ~~lower~~higher investment income from derivative instruments, a ~~lower~~higher increase in the fair value of reinsurance contracts, ~~and increases in other operating costs and 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 other operating costs and expenses were partially offset by higher DAC and VOBA ~~amortization.~~

amortization and higher policyholders’ benefits.

Net earnings attributable to the noncontrolling interest were ~~$49~~$26 million in ~~second~~third quarter 2011 as compared to ~~$43~~$23 million from ~~second~~third quarter 2010 as earnings from AllianceBernstein were higher quarter over quarter.

Net earnings inclusive of earnings attributable to the noncontrolling interest, were ~~$721 million~~$2.58 billion in ~~second~~third quarter 2011, ~~a decrease~~an increase of ~~$1.03~~$2.98 billion from the ~~$1.75 billion~~$394 million of net ~~earnings~~loss reported for ~~second~~third quarter 2010 due to the ~~decline~~respective increases 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 $1.49$2.95 billion and ~~$132~~$21 million in the Financial Advisory/Insurance and Investment Management segments. There were no results from discontinued operations reported in the third quarters of 2011 and 2010.

Income tax expense in third quarter 2011 was $1.18 billion compared to an income tax benefit of $215 million in third quarter 2010. The change from quarter to quarter was primarily due to higher pre-tax earnings in third quarter 2011 compared to a pre-tax loss in third quarter 2010. The third quarter 2011 tax expense was reduced by a $102 million tax benefit related to the completion of the 2004 and 2005 IRS audits.

Earnings from continuing operations before income taxes were $3.76 billion for third quarter 2011, an increase of $4.37 billion from the $609 million in pre-tax loss reported for the year earlier quarter. The Financial Advisory/Insurance segment’s earnings from continuing operations totaled $3.70 billion in third quarter 2011, $4.34 billion higher than third quarter 2010’s loss of $639 million; the increase was primarily due to higher investment income from derivatives, a higher increase in the fair value of reinsurance contracts, lower impairment losses on fixed maturities, higher policy fee income, and higher commissions, fees and other income partially offset by higher DAC and VOBA amortization and higher policyholders’ benefits. The Investment Management segment’s earnings from continuing operations were $58 million in third quarter 2011, $28 million higher than the $30 million in third quarter 2010, principally due to an $83 million decrease in real estate charges ($7 million as compared to $90 million in the comparable prior quarter) and by lower compensation and benefits partially offset by lower net investment income (losses) all at AllianceBernstein.

Total consolidated revenues for AXA Financial Group were $10.91 billion in third quarter 2011, an increase of $8.20 billion from the $2.72 billion reported in the 2010 quarter. The Financial Advisory/Insurance segment posted an $8.31 billion increase in its revenues and the Investment Management segment had a decrease of $114 million. The increase of the Financial Advisory/Insurance segment’s revenues to $10.27 billion in the 2011 period as compared to $2.00 billion in third quarter 2010 was principally due to the $6.97 billion higher investment income from derivatives, a higher increase in the fair value of reinsurance contracts accounted for as derivatives of $1.16 billion as compared to $308 million in the 2010 quarter and the $183 million increase in investment gains (losses), net. The Investment Management segment’s $643 million in revenues for third quarter 2011 as compared to $757 million in the 2010 period was principally due to $104 million of higher net investment income losses and by the $33 million decrease in investment advisory and service fees at AllianceBernstein partially offset by a $22 million increase in Bernstein research revenues.

Consolidated total benefits and expenses were $7.15 billion in third quarter 2011, an increase of $3.83 billion from the $3.32 billion total for the comparable quarter in 2010. The Financial Advisory/Insurance segment’s total expenses were $6.57 billion, an increase of $3.97 billion from the third quarter 2010 total of $2.61 billion. The third quarter 2011 total expenses for the Investment Management segment were $585 million, $142 million lower than the $727 million in expenses in third quarter 2010. The Financial Advisory/Insurance segment’s increase was principally due to DAC and VOBA amortization of $3.13 billion in the 2011 quarter as compared to negative amortization of DAC and VOBA of $41 million in the comparable 2010 quarter, an $850 million increase in policyholders’ benefits and $73 million higher commission expenses partially offset by a $63 million increase in DAC capitalization and a $30 million decrease in compensation and benefits. The decrease in expenses for the Investment Management segment was related to an $83 million decrease in real estate charges and $59 million lower compensation and benefits at AllianceBernstein.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net earnings attributable to the AXA Financial Group in the first ~~six~~nine months of 2011 were $2.92 billion, an increase of $1.35 billion from the $1.58 billion of net earnings attributable to AXA Financial Group during the first nine months of 2010 as higher investment income from derivative instruments, increases in policy fee income, lower impairment losses on fixed maturities, higher commissions, fees and other income and an increase in fair value of reinsurance contracts, were partially offset by increases in DAC and VOBA amortization, higher commission expenses, and higher policyholders’ benefits.

Net earnings attributable to the noncontrolling interest were $135 million in the first nine months of 2011 as compared to $126 million from the comparable 2010 period. The increase was principally due to higher earnings from AllianceBernstein in the first nine months of 2011 from the comparable 2010 period.

Net earnings inclusive of earnings attributable to the noncontrolling interest, were $3.06 billion in the first nine months of 2011, an increase of $1.36 billion from the $1.70 billion of net earnings reported for the comparable 2010 period due to an increase of $1.47 billion in the Financial Advisory/Insurance segment offset by a $111 million decrease in the Investment Management segment. There were no results from discontinued operations reported in the first nine months of 2011 and 2010.

Income tax expense in the first ~~six~~nine months of 2011 was ~~$159 million~~$1.34 billion compared to ~~$812~~$597 million in the comparable 2010 period. The ~~decrease~~increase in income tax expense was primarily due to the ~~decrease~~increase in pre-tax ~~income.~~earnings. The income tax expense in the first ~~six~~nine months of 2011 was reduced by a $102 million tax benefit related to the completion of the 2004 and 2005 IRS audits. The income tax expense in the first nine months of 2010 was ~~also~~ impacted by a tax benefit of $148 million in first quarter 2010 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 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.

Earnings from continuing operations before income taxes were ~~$635 million~~$4.39 billion for the first ~~six~~nine months of 2011, ~~a decline~~an increase of ~~$2.27~~$2.10 billion from the ~~$2.91~~$2.30 billion in pre-tax earnings reported for the year earlier period. The Financial Advisory/Insurance segment’s earnings from continuing operations totaled ~~$424 million~~$4.13 billion in the first ~~six~~nine months of 2011, ~~$2.29~~$2.05 billion ~~lower~~higher than the first ~~six~~nine months of 2010’s earnings of ~~$2.71~~$2.07 billion; the ~~decrease~~increase was primarily due to higher investment ~~loss~~income from derivatives, ~~as compared to income in the prior period, a decrease in the fair value of reinsurance contracts 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~~and an increase in the fair value of reinsurance contracts partially offset by higher amortization of DAC and VOBA, ~~amortization~~higher commission expenses, higher other operating expenses and ~~lower~~higher policyholders’ benefits. The Investment Management segment’s earnings from continuing operations were ~~$210~~$268 million in the first ~~six~~nine months of 2011, ~~$17~~$45 million higher than the ~~$193~~$223 million in the comparable 2010 period, principally due to lower real estate charges, lower compensation and benefits, and higher Bernstein research services and distribution revenues partially offset by lower net investment income (loss) in the first ~~six~~nine months of 2011 as compared to the 2010 ~~period, partially offset by higher compensation and benefits, higher distribution related payments and higher other operating costs at AllianceBernstein in the first six months of 2011.~~

period.

Total consolidated revenues for AXA Financial Group were ~~$5.89~~$16.80 billion in the first ~~six~~nine months of 2011, ~~a decrease~~an increase of ~~$3.30~~$4.90 billion from the ~~$9.18~~$11.90 billion reported in the comparable 2010 period. The Financial Advisory/Insurance segment reported a ~~$3.36~~$4.95 billion ~~decrease~~increase in its revenues while the Investment Management segment had ~~an increase~~a decrease of ~~$62~~$52 million. The ~~decrease~~increase of Financial Advisory/Insurance segment revenues to ~~$4.41~~$14.69 billion in the 2011 period as compared to ~~$7.77~~$9.74 billion in the first ~~six~~nine months of 2010 was principally due to the ~~$312 million~~$6.23 billion investment ~~loss~~income from derivatives as compared to ~~$2.81~~$2.38 billion ~~investment income~~ in the prior period, ~~a decrease~~the $245 million higher policy fee income, the $218 million increase in commissions, fees and other income and an increase in the fair value of reinsurance contracts accounted for as derivatives of ~~$67 million~~$1.09 billion as compared to a ~~$586~~$894 million increase in the first ~~six~~nine months of ~~2010, partially offset by the $221 million higher policy fee income and the $158 million increase in commissions, fees and other income.~~2010. The Investment Management segment’s ~~$1.48~~$2.13 billion in revenues for the first ~~six~~nine months of 2011 as compared to ~~$1.42~~$2.18 billion in the comparable 2010 period primarily was due to ~~a $49~~$55 million ~~improvement in~~higher net investment ~~income (loss) and a $9 million increase in distribution revenues at AllianceBernstein.~~

losses.

Consolidated total benefits and expenses were ~~$5.25~~$12.40 billion in the first ~~six~~nine months of 2011, ~~a decrease~~an increase of ~~$1.02~~$2.80 billion from the ~~$6.27~~$9.60 billion total for the comparable period in 2010. The Financial Advisory/Insurance segment’s total benefits and expenses were ~~$3.99~~$10.56 billion, ~~a decrease~~an increase of ~~$1.07~~$2.89 billion from the first ~~six~~nine months of 2010 total of ~~$5.06~~$7.67 billion. The first ~~six~~nine months of 2011’s total expenses for the Investment Management segment were ~~$1.27~~$1.89 billion, ~~$45~~$97 million ~~higher~~lower than the ~~$1.23~~$1.96 billion in expenses in the comparable 2010 period. The Financial Advisory/Insurance segment’s ~~decrease~~increase was principally due to DAC and VOBA amortization of ~~$559 million~~$3.69 billion in the first ~~six~~nine months of 2011 as compared to amortization of DAC and VOBA of ~~$1.10~~$1.06 billion in the comparable 2010 period, a ~~$667~~$183 million ~~decline~~increase in policyholders’ benefits, ~~and~~ a ~~$4 million reduction in compensation and benefits, partially offset by a $69~~$142 million increase in commissions and a ~~$68~~$58 million increase in other operating costs and expenses (including a ~~$26~~$28 million charge for severance costs). partially offset by a $94 million increase in DAC capitalization and a $34 million reduction in compensation and benefits. The ~~increase~~decrease in expenses for the Investment Management segment was related to ~~$36~~a decrease of $95 million ~~higher~~in real estate charges and $23 million lower compensation and benefits ~~and a $15 million increase in distribution related payments~~ at AllianceBernstein.

RESULTS OF OPERATIONS BY SEGMENT

Financial Advisory/Insurance Segment

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

Financial Advisory/Insurance Segment

Results of Operations


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)

Universal life and investment-type product policy fee income	$	850		$	826		$	2,659		$	2,414
Premiums		362			375			1,133			1,148
Net investment income (loss):
Investment income (loss) from derivative instruments		6,543			(430	)		6,231			2,376
Other investment income (loss)		1,056			824			2,678			2,449

Total net investment income (loss)		7,599			394			8,909			4,825

Investment gains (losses), net:
Total other-than-temporary impairment losses		—			(180	)		(25	)		(276	)
Portion of losses recognized in other comprehensive income		—			11			1			17

Net impairment losses recognized		—			(169	)		(24	)		(259	)
Other investment gains (losses), net		13			(1	)		11			26

Total investment gains (losses), net		13			(170	)		(13	)		(233	)

Commissions, fees and other income		293			233			909			691
Increase (decrease) in fair value of reinsurance contracts		1,156			308			1,089			894

Total revenues		10,273			1,966			14,686			9,739


Policyholders’ benefits		2,705			1,855			4,439			4,256
Interest credited to policyholders’ account balances		249			277			798			789
Compensation and benefits		225			255			725			759
Commission costs		305			232			833			691
Interest expense		84			85			250			251
Amortization of DAC and VOBA		3,134			(41	)		3,693			1,062
Capitalization of DAC		(289	)		(226	)		(775	)		(681	)
Rent expense		25			26			71			72
Amortization of other intangible assets, net		—			—			2			2
All other operating costs and expenses		132			142			523			465

Total benefits and other deductions		6,570			2,605			10,559			7,666


Earnings (Loss) from Continuing Operations, before Income Taxes	$	3,703		$	(639	)	$	4,127		$	2,073

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

Revenues

In ~~second~~third quarter 2011, the Financial Advisory/Insurance segment’s revenues ~~decreased $2.92~~increased $8.31 billion to ~~$3.06~~$10.27 billion from ~~$5.97~~$1.97 billion in the 2010 quarter. The revenue ~~decrease~~increase for this segment was principally due to ~~lower~~$6.54 billion of investment income from derivative instruments in the 2011 quarter as compared to losses in the prior year’s quarter of ~~$2.58~~$430 million, a $1.16 billion ~~a lower~~ increase in the fair value of the reinsurance contracts as compared to the 2010 quarter of ~~$488~~$308 million, ~~partially offset by higher policy fee income of $49 million, $101 million higher commissions, fees and other income~~ and the ~~$24 million~~absence of impairment ~~loss~~losses in the 2011 quarter as compared to ~~$49~~$169 million inof impairment ~~loss~~losses in the year earlier quarter.

Policy fee income totaled ~~$862~~$850 million in ~~second~~third quarter 2011, ~~$49~~$24 million higher than for ~~second~~third quarter 2010. 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 the first half of 2011.

Net investment income totaled ~~$1.41~~$7.60 billion in ~~second~~third quarter 2011, ~~a decline~~an increase of ~~$2.59~~$7.21 billion from the ~~$3.99 billion~~$394 million in the 2010 quarter primarily due to the ~~$2.58~~$6.97 billion ~~decrease~~increase in income on derivative instruments ($~~562 million~~6.54 billion in the 2011 quarter as compared to ~~$3.14 billion~~losses of $430 million in the year earlier period). Other investment income ~~decreased $5~~increased $232 million to ~~$844~~$1.06 billion as the $254 million asincrease on trading securities ($353 million of income in the 2011 quarter versus the $99 million in the 2010 quarter) and the $34 million increase from equity limited partnerships was partially offset by the ~~$22 million decline on trading securities ($90 million of income in the 2011 quarter versus the $112 million in the 2010 quarter) and $14~~$21 million lower income on fixed ~~maturities.~~

maturities and $11 million investment income losses on reverse repos.

Investment ~~losses,~~gains (losses), net totaled ~~$28~~$13 million of net gains in ~~second~~third quarter 2011 as compared to ~~$42~~$170 million of net losses in the prior year’s quarter. The Financial Advisory/Insurance ~~segment’s~~ net ~~loss~~gains in ~~second~~third quarter 2011 was primarily due to ~~$24~~gains from sales of fixed maturities totaling $14 million ofas compared to $6 million in third quarter 2010. There were no writedowns onof fixed maturities in ~~second~~third quarter 2011 as compared to ~~$49~~$169 million of writedowns in ~~second quarter 2010. Gains from sales of fixed maturities totaled $5 million in second quarter 2011 as compared to $4 million in second~~third quarter 2010. In addition, there ~~was $11~~were $15 million inof additions to valuation allowances on mortgage loans in ~~the second~~third quarter of 2011 as compared to $5$1 million in the 2010 period.

Other investment gains from mortgage loans totaled $12 million in 2011.

Commissions, fees and other income increased ~~$101~~$60 million in ~~second~~third quarter 2011 to ~~$303~~$293 million from ~~$202~~$233 million in ~~second~~third quarter 2010. The Financial Advisory/Insurance segment’s ~~second~~third quarter 2011 increase was principally due to a $5$6 million increase in the fair value of foreign exchange contracts in the 2011 quarter as compared to a ~~$72~~$39 million decrease in ~~second~~third quarter 2010 and a ~~$23~~$9 million increase to ~~$215~~$204 million of gross investment management and distribution fees received from EQAT and VIP Trust due to a higher average asset base primarily due to market ~~appreciation.~~

appreciation in the first half of 2011.

In ~~second~~third quarter 2011, there was a ~~$134 million~~$1.16 billion increase in the fair value of the GMIB reinsurance contracts, which are accounted for as derivatives, as compared to a ~~$622~~$308 million increase in ~~second~~third quarter 2010; both quarters’ changes reflected existing capital market conditions.

Benefits and Other Deductions

Total benefits and other deductions ~~decreased $1.31~~increased $3.97 billion in ~~second~~third quarter 2011 to ~~$2.10~~$6.57 billion principally due to the Financial Advisory/Insurance segment’s ~~$883 million lower~~$3.18 billion higher DAC and VOBA amortization, ~~$287 million~~($3.13 billion in ~~second~~third quarter 2011 as compared to ~~$1.17 billion~~$41 million of DAC and VOBA negative amortization in the 2010 ~~quarter~~quarter) and ~~$552~~$840 million ~~lower~~higher policyholders’ benefits.

In ~~second~~third quarter 2011, policyholders’ benefits totaled ~~$947 million, a decrease~~$2.71 billion, an increase of ~~$552~~$850 million from the ~~$1.50~~$1.86 billion reported for ~~second~~third quarter 2010. The ~~decrease~~increase was principally due to a ~~$348~~$564 million ~~lower~~higher increase in GMDB/GMIB reserves ($~~199 million~~1.64 billion in ~~second~~third quarter 2011 as compared to ~~$547 million~~$1.07 billion in ~~second~~third quarter 2010), a ~~$97~~$178 million ~~lower~~higher increase in the GWBL reserves (a ~~$25~~$157 million increase in the 2011 quarter as compared to the ~~$122~~$21 million ~~increase~~decrease in the year earlier period) ~~as well as~~, an $80 million charge for unreported death claims and a ~~$92~~$16 million ~~decrease to $599 million in benefits paid in the 2011 period. These decreases were supplemented by the $19 million lower~~ increase in no lapse guarantee reserves ($127 million in ~~second~~third quarter 2011 as compared to ~~$20~~$11 million in the 2010 quarter). ~~Policyholders’ dividends decreased $8~~In the third quarter 2011, updated assumptions related to long-term lapse rates and in third quarter 2010, updated assumptions related to long-term lapse rates, long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rates resulted in an increase in the GMDB/GMIB reserves of $187 million ~~to $123~~and $945 million, ~~in second quarter 2011.~~

respectively.

Interest credited to policyholders’ account balances ~~increased $31~~decreased $28 million in ~~second~~third quarter 2011 to ~~$278~~$249 million from ~~$247~~$277 million in ~~second~~third quarter 2010 primarily due to ~~the absence of a $15 million liability release in second quarter 2010, and higher average policyholders’ account balances partially offset by~~ lower crediting rates.

Total compensation and benefits ~~increased $31~~decreased $30 million to ~~$257~~$225 million in ~~second~~third quarter 2011 from ~~$226~~$255 million in ~~second~~third quarter 2010. The ~~increase~~decrease for the Financial Advisory/Insurance segment was primarily due to ~~higher incentive compensation, an increase~~a decrease in share-based and other compensation programs and ~~an increase~~a decrease in ~~employee benefit costs.~~

salary expenses.

For ~~second~~third quarter 2011, commissions in the Financial Advisory/Insurance segment totaled ~~$274~~$305 million, an increase of ~~$36~~$73 million from ~~$238~~$232 million in ~~second~~third 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 ~~$287 million~~$3.13 billion in ~~second~~third quarter 2011, a change of ~~$883~~$3.18 billion from $41 million ~~from $1.17~~of negative amortization in third quarter 2010. In third quarter 2011 and 2010, respectively, updated lapse assumptions related to the Accumulator^® product decreased DAC amortization by $219 million and $195 million. Additionally in third quarter 2011, equity market declines and particularly interest rate reductions significantly increased projected GMDB and GMIB costs, which under the U.S. GAAP GMDB and GMIB reserving methodology is only partially reflected in the current reserve balance. The resulting reduction in projected estimated gross profits resulted in $3.05 billion of additional amortization to reduce the DAC related to variable annuity products, as the DAC would have been in ~~second~~excess of the present value of estimated future profits. In third quarter ~~2010. The larger~~2010, significant hedging losses were incurred that were not fully offset by changes in GMDB and GMIB reserves, resulting in negative DAC amortization. In addition, for products other than Accumulator^®, updated

assumptions related to long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rates decreased amortization by $160 million and $10 million in ~~2010 was primarily due to substantial hedge gains from lower market performance. In second~~the third quarter 2011 ~~DAC amortization was reduced by $131 million due to a favorable change in expected mortality margins from variable~~ and ~~interest sensitive life products.~~

2010, respectively.

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, other than Accumulator^® 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, as well as other sources of estimated gross profits. Returns that are higher than expectations for a given period produce higher than expected account balances, increase the fees earned resulting in higher expected future gross profits and lower DAC amortization for the period. The opposite occurs when returns are lower than expected.

In applying this approach to develop estimates of future returns, it is assumed that the market will return to an average gross long-term return estimate, developed with reference to historical long-term equity market performance. 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 ~~June~~September 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%9.0% (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%~~15.0% (12.74% net of product weighted average Separate Account fees) and 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 ~~June~~September 30, 2011, current projections of future average gross market returns assume a 0%3.8% annualized return for the next ~~seven quarters,~~quarter, which is within the maximum and minimum limitations, ~~and assume~~grading to a reversion to the mean of 9%9.0% in ~~eleven~~four quarters. To demonstrate the sensitivity of variable annuity DAC amortization, a 1%1.0% increase in the assumption for future Separate Account rate of return would result in an approximately ~~$250~~$282 million net decrease in DAC amortization and a 1%1.0% decrease in the assumption for future Separate Account rate of return would result in an approximately ~~$219~~$251 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 ~~$256~~$289 million in ~~second~~third quarter 2011, an increase of ~~$20~~$63 million from the ~~$236~~$226 million reported in ~~second~~third quarter 2010. The increase was primarily due to a ~~$24~~$60 million increase in first-year commissions ~~partially offset by~~and a $4$3 million ~~decrease~~increase in deferrable operating expenses.

Other operating costs and expenses for the Financial Advisory/Insurance segment ~~increased $41 million to $206~~totaled $132 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~~third 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~~decrease of $10 million ~~related to employee salaries previously~~from the $142 million reported in ~~compensation and benefits~~third quarter 2010. Decreases in ~~the consolidated statement of earnings), partially offset by a $7 million decrease in~~travel expenses, printing and stationary expenses and ~~a $4~~taxes, licenses and fees totaling $15 million ~~decrease~~were partially offset by increases in consulting fees, advertising ~~expenses.~~

~~Six~~expenses, amortization of software costs and sub-advisor fees totaling $10 million.

Nine Months Ended ~~June~~September 30, 2011 as Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2010

Revenues

In the first ~~six~~nine months of 2011, the Financial Advisory/Insurance segment’s revenues ~~decreased $3.36~~increased $4.98 billion to ~~$4.41~~$14.69 billion from ~~$7.77~~$9.74 billion in the 2010 period. The revenue ~~decrease~~increase for this segment was principally due to higher investment ~~losses~~income from derivative instruments in the first ~~six~~nine months of 2011, as compared to ~~investment~~the first nine months of 2010, higher policy fee income of $245 million, the $218 million higher commissions, fees and other income, $24 million of impairment losses in the first ~~six~~nine months of ~~2010,~~2011 as compared to $259 million in impairment losses in the year earlier period and ~~a decrease~~an increase in the fair value of the reinsurance contracts in the first ~~six~~nine 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~~$2.66 billion in the first ~~six~~nine months of 2011, ~~$221~~$245 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 the first half of 2011 and a decrease in the initial fee liability resulting from the projection of lower future ~~cost~~costs of insurance charges (more than offset in DAC amortization).

Net investment income totaled ~~$1.31~~$8.91 billion in the first ~~six~~nine months of 2011, ~~a decline~~an increase of ~~$3.12~~$4.08 billion from the ~~$4.43~~$4.83 billion in the 2010 period primarily due to ~~losses~~higher income on derivative instruments of ~~$312 million~~$6.23 billion in the first ~~six~~nine months of 2011 as compared to income of ~~$2.81~~$2.38 billion in the year earlier period. Other investment income ~~decreased $3~~increased $229 million to ~~$1.62~~$2.68 billion as the ~~$96~~$194 million increase in income on trading securities ($433 million in income in the first nine months of 2011 versus $239 million in the 2010 period) and the $128 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~~$51 million lower income on fixed maturities.

Investment losses, net totaled ~~$26~~$15 million in the first ~~six~~nine months of 2011 as compared to net losses of ~~$63~~$230 million in the prior year’s comparable period. The Financial Advisory/Insurance segment’s net losses in the first ~~six~~nine months of 2011 was due to the $24 million of writedowns on fixed maturities in the first ~~six~~nine months of 2011 as compared to ~~$90~~$259 million in the comparable 2010 period (all of which related to CMBS securities) partially offset by $8$22 million of gains from the sale of General Account fixed maturities, down ~~from $31~~$14 million from the year earlier period. In addition, there were ~~$11~~$25 million in additions to valuation allowances on mortgage loans in the first ~~six~~nine months of 2011 as compared to $14 million in the 2010 period.

Commissions, fees and other income increased ~~$158~~$218 million in the first ~~six~~nine months of 2011 to ~~$616~~$909 million from ~~$458~~$691 million in the comparable 2010 period. The Financial Advisory/Insurance segment’s increase in the first ~~six~~nine months of 2011 were principally due to a ~~$98~~$143 million ~~lower decrease~~higher increase in the fair value of foreign exchange contracts (from ~~$102~~a $141 million decrease in the first ~~six~~nine months of 2010 to $4an increase of $2 million in the comparable 2011 period), a ~~$43~~$52 million increase to ~~$426~~$630 million of gross investment management and distribution fees received from EQAT and VIP Trust due to a higher average asset base primarily due to market appreciation, and a ~~$17~~$23 million increase primarily in third party fee income at AXA Advisors and AXA Network.

In the first ~~six~~nine months of 2011, there was a ~~$67 million decrease~~$1.09 billion increase in the fair value of the GMIB reinsurance contracts, which are accounted for as derivatives, as compared to a ~~$586~~$894 million increase in their fair value in the first ~~six~~nine months of 2010; both ~~quarters’~~periods’ changes reflected existing capital market conditions.

Benefits and Other Deductions

Total benefits and other deductions ~~decreased $1.07~~increased $2.89 billion in the first ~~six~~nine months of 2011 to ~~$3.99~~$10.56 billion principally due to the Financial Advisory/Insurance segment’s ~~$667 million decrease in policyholders’ benefits and $544 million lower~~$2.63 billion higher DAC and VOBA amortization ($~~559 million~~3.69 billion in the first ~~six~~nine months of 2011 as compared to ~~$1.10~~$1.06 billion in the comparable 2010 period).

, a $183 million increase in policyholders’ benefits, a $142 million increase in commission expenses and a $58 million increase in other operating costs and expenses partially offset by a $94 million increase in DAC capitalization.

In the first ~~six~~nine months of 2011, policyholders’ benefits totaled ~~$1.73~~$4.44 billion, ~~a decrease~~an increase of ~~$667~~$183 million from the ~~$2.40~~$4.26 billion reported for the comparable 2010 period. The ~~decrease~~increase was principally due to a ~~$392~~$174 million ~~lower~~higher increase in GMDB/GMIB reserves ($~~215 million~~1.85 billion in the first ~~six~~nine months of 2011 as compared to ~~$607 million~~$1.68 billion in the first ~~six~~nine months of 2010), an $80 million charge for unreported death claims, a ~~$109~~$69 million ~~decrease~~increase in the GWBL reserves (a $2$155 million ~~decline~~increase in the first ~~six~~nine months of 2011 as compared to the ~~$107~~$86 million increase in the year earlier period) ~~as well as~~partially offset by a ~~$110~~$105 million decrease to ~~$1.23~~$1.99 billion in benefits paid in the 2011 ~~period. These decreases were supplemented by the $60~~period and a $43 million ~~lower increase~~decrease in no lapse guarantee reserves ($1340 million in the first ~~six~~nine months of 2011 as compared to ~~$73~~$83 million in the first ~~six~~nine months of 2010). ~~Policyholders~~Policyholders’ dividends increased $4$8 million to ~~$277~~$402 million in the first ~~six~~nine months of 2011. In the first nine months of 2011 ~~partially offsetting~~updated assumptions related to long-term lapse rates and in 2010, updated assumptions related to long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rates resulted in an increase in the ~~above listed declines.~~

GMDB/GMIB reserves of $187 million and $945 million, respectively.

Total compensation and benefits decreased $4$34 million to ~~$500~~$725 million in the first ~~six~~nine months of 2011 from ~~$504~~$759 million in the comparable 2010 period. The decrease for the Financial Advisory/Insurance segment was primarily due to ~~a $6~~the $22 million decrease in ~~salaries ($9~~share-based and other compensation programs and a $15 million decrease in salary expenses (including $8 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,~~compensation) partially offset by higher incentive ~~compensation and a $3 million increase in share-based and other compensation programs.~~

compensation.

For the first ~~six~~nine months of 2011, commissions in the Financial Advisory/Insurance segment totaled ~~$528~~$833 million, an increase of ~~$69~~$142 million from ~~$459~~$691 million in the first ~~six~~nine 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~~$3.69 billion in the first ~~six~~nine months of 2011, ~~a decrease~~an increase of ~~$544 million~~$2.63 billion from ~~$1.10~~$1.06 billion of amortization in the comparable 2010 period. ~~The larger~~In 2011 and 2010, respectively, updated lapse assumptions related to the Accumulator^® product decreased DAC amortization by $219 million and ~~VOBA amortization~~$195 million. Additionally in ~~2010 was primarily due to substantial hedge gains from lower~~2011, equity market ~~performance~~declines and particularly interest rate reductions significantly increased projected GMDB and GMIB costs, which under the U.S. GAAP GMDB and GMIB reserving methodology is only partially reflected in the ~~first six months~~current reserve balance. The resulting reduction in projected estimated gross profits resulted in $3.05 billion of ~~2010.~~additional amortization to reduce the DAC related to variable annuity products, as the DAC would have been in excess of the present value of estimated future profits. 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).

In addition, updated assumptions related to long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rates for products other than Accumulator^® decreased amortization by $146 million and $93 million in 2011 and 2010, respectively.

DAC capitalization totaled ~~$486~~$775 million in the first ~~six~~nine months of 2011, an increase of ~~$31~~$94 million from the ~~$455~~$681 million reported in the comparable 2010 period. The increase was primarily due to a ~~$43~~$103 million increase in first-year commissions, partially offset by a ~~$12~~$9 million decrease in deferrable operating expenses.

Other operating costs and expenses for the Financial Advisory/Insurance segment increased ~~$68~~$58 million to ~~$391~~$523 million in the first ~~six~~nine months of 2011 as compared to ~~$323~~$465 million in the year earlier period principally due to ~~$26~~$28 million in severance costs recorded in the first ~~six~~nine months of 2011, ~~$22~~$35 million in expenses related to fees paid to an affiliate in 2011 ~~related to employee salaries previously reported in compensation~~ and ~~benefits in the consolidated statement of earnings, an $18 million increase in legal expenses and litigation reserves and $9~~$11 million higher sub-advisory fees partially offset by a $7$16 million decrease in advertising, telephone, postage, printing and stationary 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, 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 and pricing of various products, including but not limited to variable annuity products, continue to change, 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.~~

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

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

(In Millions)
Retail:
Annuities
First year
$ 853 $ 770 $ 1,621 $ 1,467
Renewal
606 602 1,204 1,198
1,459 1,372 2,825 2,665
Life(1)

First year
74 70 149 137
Renewal
563 569 1,129 1,149
637 639 1,278 1,286
Other(2)

First year
3 3 6 6
Renewal
54 61 120 128
57 64 126 134

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

Wholesale:
Annuities
First year
404 416 770 714
Renewal
100 125 211 247
504 541 981 961
Life(1)

First year
47 36 87 67
Renewal
191 164 375 327
238 200 462 394

Other
- 1 - 1

Total wholesale
742 742 1,443 1,356

Total Premiums and Deposits
$ 2,895 $ 2,817 $ 5,672 $ 5,441
Total Mutual Fund Sales(3)
$ 1,224 $ 1,278 $ 2,344 $ 2,404

Premiums, Deposits and Mutual Fund Sales


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
	(In Millions)
Retail:
Annuities
First year	$	870	$	792	$	2,491	$	2,259
Renewal		473		491		1,677		1,689

		1,343		1,283		4,168		3,948
Life⁽¹⁾
First year		66		69		215		206
Renewal		566		689		1,695		1,838

		632		758		1,910		2,044
Other⁽²⁾
First year		3		3		9		9
Renewal		12		65		132		193

		15		68		141		202


Total retail		1,990		2,109		6,219		6,194


Wholesale:
Annuities
First year		319		368		1,089		1,082
Renewal		90		98		301		345

		409		466		1,390		1,427
Life⁽¹⁾
First year		68		42		155		109
Renewal		188		171		563		498

		256		213		718		607

Other		1		—		1		1




Total wholesale		666		679		2,109		2,035


Total Premiums and Deposits	$	2,656	$	2,788	$	8,328	$	8,229

Total Mutual Fund Sales⁽³⁾	$	1,004	$	936	$	3,348	$	3,340

⁽¹⁾	Includes variable, interest-sensitive and traditional life products.

⁽²⁾	Includes reinsurance assumed and health insurance.

⁽³⁾	Includes through AXA Advisors’ advisory accounts.

Total premiums and deposits for insurance and annuity products for the ~~second~~third quarter of 2011 were ~~$2.90~~$2.66 billion, ~~an increase~~a decrease of ~~$78~~$132 million from the ~~$2.82~~$2.79 billion in the comparable 2010 quarter while total first year premiums and deposits increased ~~$86~~$52 million to ~~$1.38~~$1.33 billion in the ~~second~~third quarter of 2011 from ~~$1.29~~$1.27 billion in the comparable 2010 quarter. The annuity lines’ first year premiums and deposits increased ~~$71~~$29 million to ~~$1.26~~$1.19 billion due to the ~~$99~~$40 million increase in sales of variable annuities ($9180 million in the retail channel ~~and $8~~partially offset by a $40 million decrease in the wholesale) partially offset by lower sales of fixed annuities of ~~$26~~$11 million. First year premiums and deposits for the life insurance products increased ~~$15~~$23 million, primarily due to the ~~$18~~$28 million increase in sales of universal life insurance products in the wholesale channel.

Total premiums and deposits for insurance and annuity products for the first nine months of 2011 were $8.33 billion, an increase of $99 million from the $8.23 billion in the comparable 2010 period while total first year premiums and deposits increased $294 million to $3.96 billion in the first nine months of 2011 from $3.66 billion in the comparable 2010 period. The annuity lines’ first year premiums and deposits increased $239 million to $3.58 billion due to the $282 million increase in sales of variable annuities ($237 million in the retail channel and $45 million in the wholesale channel) partially offset by lower sales of fixed annuities of $43 million. First year premiums and deposits for the life insurance products increased $55 million, primarily due to the $54 million and $5$15 million respective increases in sales of universal life insurance products in the wholesale and retail channels partially offset by the $4$12 million and $2$5 million respective decreases in first year term life insurance sales in the wholesale and retail channels.

Total premiums and deposits for insurance and annuity products for the first six months of 2011 were $5.67 billion, an increase of $231 million from the $5.44 billion in the comparable 2010 period while total first year premiums and deposits increased $242 billion to $2.63 billion in the first six months of 2011 from $2.39 billion in the comparable 2010 period. The annuity lines’ first year premiums and deposits increased $210 million to $2.39 billion due to the $242 million increase in sales of variable annuities ($156 million in the retail channel and $86 million in the wholesale) partially offset by lower sales of fixed annuities of $31 million. First year premiums and deposits for the life insurance products increased $32 million, primarily due to the $28 million and $21 million respective increases in sales of universal life insurance products in the wholesale and retail channels and, partially offset by the $9 million and $4 million respective decreases in first year term life insurance sales in the wholesale and retail channels.

Surrenders and Withdrawals

The following table presents surrender and withdrawal amounts and rates for major insurance product lines. Annuity surrenders and withdrawals are presented net of internal replacements.

Surrenders and Withdrawals

Rates(1)
Three Months Ended Six Months Ended Six Months Ended
June 30, June 30, June 30,
2011 2010 2011 2010 2011 2010

(Dollars in Millions)

Annuities
$ 1,656 $ 1,443 $ 3,346 $ 2,909 6.7 % 6.5 %
Variable and interest-sensitive life
230 215 466 437 4.3 % 4.3 %
Traditional life
131 148 276 299 3.8 % 4.0 %
Total
$ 2,017 $ 1,806 $ 4,088 $ 3,645

Surrenders and Withdrawals


	Three Months Ended September 30,				Nine Months Ended September 30,				Rate⁽¹⁾ Nine Months Ended September 30,
	2011		2010		2011		2010		2011			2010
	(Dollars in Millions)

Annuities	$	1,509	$	1,416	$	4,855	$	4,325		6.5	%		6.4	%
Variable and interest-sensitive life		198		337		664		774		4.1	%		5.1	%
Traditional life		127		137		403		436		3.7	%		3.9	%

Total	$	1,834	$	1,890	$	5,922	$	5,535

⁽¹⁾	Surrender rates are based on the average surrenderable future policy benefits and/or policyholders’ account balances for the related policies and contracts in force during 2011 and 2010, respectively.

Surrenders and withdrawals ~~increased $211~~decreased $56 million, from ~~$1.81~~$1.89 billion in the ~~second~~third quarter of 2010 to ~~$2.02~~$1.83 billion for the ~~second~~third quarter of 2011. There were ~~increases~~decreases of ~~$213~~$139 million and ~~$15~~$10 million in ~~individual annuities and~~ variable and interest-sensitive life and traditional life surrenders and withdrawals, respectively, with ~~a decrease~~an increase of ~~$17~~$93 million reported for the ~~traditional life insurance~~individual annuities line.

Surrenders and withdrawals increased ~~$443~~$387 million, from ~~$3.65~~$5.54 billion in the first ~~six~~nine months of 2010 to ~~$4.09~~$5.92 billion for the first ~~six~~nine months of 2011. There ~~were increases~~was an increase of ~~$437 million and $29~~$530 million in individual annuities surrenders and withdrawals with decreases of $110 million and $33 million reported for variable and interest-sensitive life ~~surrenders~~ and ~~withdrawals, respectively, with a decrease of $23 million reported for the~~ traditional life insurance ~~line.~~lines. The annualized annuities surrender rate increased to ~~6.7%~~6.5% in the first ~~six~~nine months of 2011 from ~~6.5%~~6.4% in the comparable 2010 period but continue to be lower than the expected long-term surrender rates. In 2011 and 2010, expectations of long-term surrender rates for variable annuities with GMDB and GMIB guarantees were lowered at certain policy durations based upon emerging experience. If current lower rates continue, the expected claims costs from minimum guarantees will increase, partially offset by increased product policy fee income.

Investment Management Segment

Investment Management - Results of Operations

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

Revenues:
Investment advisory and services fees(1)
$ 508 $ 513 $ 1,023 $ 1,025
Bernstein research services
107 117 227 228
Distribution revenues
92 84 181 164
Other revenues(1)
30 27 56 54
Commissions, fees and other income
737 741 1,487 1,471

Investment income (loss)
(7 ) (44 ) 2 (48 )
Less: interest expense to finance trading activities
(2 ) (2 ) (3 ) (2 )
Net investment income (loss)
(9 ) (46 ) (1 ) (50 )

Investment gains (losses), net
- (4 ) (3 ) -
Total revenues
728 691 1,483 1,421

Expenses:
Compensation and benefits
348 333 709 673
Distribution related payments
78 71 153 138
Amortization of deferred sales commissions
10 12 20 24
Real estate charge
- - - 12
Interest expense
1 12 2 22
Rent expense
47 45 93 91
Amortization of other intangible assets, net
9 9 18 18
Other operating costs and expenses
142 130 278 250
Total expenses
635 612 1,273 1,228

Earnings (Loss) from Operations before Income Taxes
$ 93 $ 79 $ 210 $ 193

Investment Management - Results of Operations


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010

Revenues:
Investment advisory and services fees⁽¹⁾	$	470		$	503		$	1,493		$	1,528
Bernstein research services		118			96			345			324
Distribution revenues		88			85			269			249
Other revenues⁽¹⁾		28			28			84			82

Commissions, fees and other income		704			712			2,191			2,183

Investment income (loss)		(62	)		43			(61	)		(5	)
Less: interest expense to finance trading activities		—			(1	)		(2	)		(3	)

Net investment income (loss)		(62	)		42			(63	)		(8	)

Investment gains (losses), net		1			3			(2	)		3

Total revenues		643			757			2,126			2,178


Expenses:
Compensation and benefits		305			364			1,014			1,037
Distribution related payments		77			72			230			210
Amortization of deferred sales commissions		9			12			29			36
Real estate charge		7			90			7			102
Interest expense		1			3			3			25
Rent expense		48			47			141			138
Amortization of other intangible assets, net		10			9			28			27
Other operating costs and expenses		128			130			406			380

Total expenses		585			727			1,858			1,955


Earnings (Loss) from Operations before Income Taxes	$	58		$	30		$	268		$	223

⁽¹⁾	Included fees earned by AllianceBernstein totaling ~~$20~~$17 million, ~~$19~~$16 million, ~~$37~~$54 million and ~~$37~~$53 million for services provided to the Insurance Group.

Three Months Ended ~~June~~September 30, 2011 as Compared to Three Months Ended ~~June~~September 30, 2010

Revenues

The Investment Management segment’s pre-tax earnings from continuing operations for ~~second~~third quarter 2011 were ~~$93~~$58 million, an increase of ~~$14~~$28 million from ~~$79~~$30 million in the prior year’s comparable period.

Revenues totaled ~~$728~~$643 million in the 2011 quarter, ~~an increase~~a decrease of ~~$37~~$114 million from ~~$691~~$757 million in the 2010 quarter, primarily due to ~~lower~~higher net investment income losses and lower investment advisory and service fees partially offset by higher ~~distribution~~Bernstein research revenues.

Investment advisory and services fees include base fees and performance fees. In ~~second~~third quarter 2011, investment advisory and services fees totaled ~~$508~~$470 million, a decrease of $5$33 million from the ~~$513~~$503 million in the 2010 quarter. The 2011 decrease in investment advisory and services fees was primarily due to the $5$28 million decrease in base fees from ~~$510~~$498 million in ~~second~~third quarter 2010 to ~~$505~~$470 million in the 2011 ~~quarter.~~

quarter and the $5 million decrease in performance fees.

In ~~second~~third quarter 2011, the Bernstein research revenues were ~~$107~~$118 million, a ~~$10~~$22 million ~~decrease~~increase over the ~~$117~~$96 million in the 2010 period. This ~~decrease~~increase was driven by ~~lower~~higher market volumes.

The distribution revenues increased $9$3 million to ~~$92~~$88 million in ~~second~~third quarter 2011 as compared to ~~$83~~$85 million in ~~second~~third quarter 2010. 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.~~

AUM.

~~The second~~investments ($38 million of net investment losses in third quarter 2011 as compared to $36 million of net investment income in the comparable 2010 ~~investment loss of $4~~period) and $23 million ~~principally resulted from~~related to higher mark-to-market losses on ~~sales of~~ investments ~~including investments in~~held by AllianceBernstein’s ~~consolidated joint venture.~~

private equity fund.

Expenses

The Investment Management segment’s total expenses were ~~$635~~$585 million in ~~second~~third quarter 2011, ~~an increase~~a decrease of ~~$23~~$142 million as compared to ~~$612~~$727 million in the 2010 quarter principally due to ~~higher~~lower real estate charges and lower compensation and ~~benefits, higher other operating costs and expenses and higher distribution related payments partially offset by lower interest expense.~~

benefits.

The Investment Management segment’s employee compensation and benefits expense in the 2011 period totaled ~~$348~~$305 million, a ~~$15~~$59 million ~~increase~~decrease as compared to ~~$333~~$364 million in the 2010 quarter. Incentive compensation decreased $74 million in third quarter 2011 due to lower cash incentive compensation and lower deferred compensation vesting expense. Base compensation, fringe benefits and other employment costs for ~~second~~third quarter 2011 increased $8$11 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$3 million in the 2011 quarter reflecting higher private client sales volume.

The distribution related payment increase of $7$5 million to ~~$78~~$77 million in ~~second~~third quarter 2011 from ~~$71~~$72 million in the ~~second~~third 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~~

Other operating costs and expenses were ~~primarily due~~$128 million in third quarter 2011 as compared to $4$130 million ~~higher transfer fees, $3 million higher~~in third quarter 2010 as decreases in general and administrative expenses more than offset increases in portfolio services expenses and travel and entertainment ~~expenses and $2 million higher portfolio services~~ expenses.

~~Six~~

Nine Months Ended ~~June~~September 30, 2011 as Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2010

Revenues

The Investment Management segment’s pre-tax earnings from continuing operations for the first ~~six~~nine months of 2011 were ~~$210~~$268 million, an increase of ~~$17~~$45 million from ~~$193~~$223 million in the prior year’s comparable period.

Revenues totaled ~~$1.48~~$2.13 billion in the first ~~six~~nine months of 2011, ~~an increase~~a decrease of ~~$62~~$52 million from ~~$1.42~~$2.18 billion in the comparable 2010 period, primarily due to ~~lower~~higher net investment losses and lower investment advisory and service fees partially offset by higher Bernstein research and distribution revenues.

Investment advisory and services fees include base fees and performance fees. In the first ~~six~~nine months of 2011, investment advisory and services fees totaled ~~$1.02~~$1.49 billion, a decrease of $2$35 million from the ~~$1.03~~$1.53 billion in the comparable 2010 period. The 2011 decrease in investment advisory and services fees were primarily due to the $5$33 million decrease in base fees ~~offset by~~and the $3$2 million ~~increase~~decrease in performance fees.

In the first ~~six~~nine months of 2011, the Bernstein research revenues were ~~$227~~$345 million, a $1$21 million ~~decrease~~increase from the ~~$228~~$324 million in the 2010 period. This ~~decrease~~increase was driven by ~~lower~~higher market volumes.

The distribution revenues increased ~~$17~~$20 million to ~~$181~~$269 million in the first ~~six~~nine months of 2011 as compared to ~~$164~~$249 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 ~~$49~~$55 million ~~decrease~~increase in net investment loss to $1$63 million in the first ~~six~~nine months of 2011 as compared to ~~$50~~$8 million of net investment loss in 2010 was primarily due to $8$40 million of investment income loss from deferred compensation related investments in the first ~~six~~nine months of 2011 as compared to ~~$26~~$10 million of investment ~~losses~~income in the comparable prior period and ~~$13~~$9 million ~~lower~~higher investment loss from mark-to-market losses on investments ~~in venture capital joint ventures~~held by AllianceBernstein’s consolidated private equity fund ($1636 million in the first ~~six~~nine months of 2011 versus ~~$29~~$27 million in the year earlier period).

The ~~increase~~decrease in the first ~~six~~nine months of 2011 of $3$5 million in investment gains (losses), net $2 million in investment losses ~~net~~in the first nine months of 2011 as compared to no$3 million in investment gains, net in the comparable 2010 period, principally resulted from losses in the first ~~six~~nine months of 2011 on sales of seed money investments ~~including investments in AllianceBernstein’s consolidated joint venture~~classified as ~~compared to no gains (losses) in the 2010 period.~~

AFS.

Expenses

The Investment Management segment’s total expenses were ~~$1.27~~$1.86 billion in the first ~~six~~nine months of 2011, ~~an increase~~a decrease of ~~$45~~$97 million as compared to ~~$1.23~~$1.96 billion in the comparable 2010 period principally due to ~~higher~~lower real estate charges, lower compensation and benefits ~~higher other operating costs~~ and ~~expenses and higher distribution related payments~~lower interest expense partially offset by ~~lower interest expense.~~

higher distribution payments.

The segment’s employee compensation and benefits expense in the first ~~six~~nine months of 2011 totaled ~~$709~~$1.01 billion, a $23 million ~~a $36 million increase~~decrease as compared to ~~$673 million~~$1.04 billion in the comparable 2010 period. Incentive compensation decreased $67 million in the first nine months of 2011 due to lower deferred compensation vesting expense and lower cash incentive compensation. Base compensation, fringe benefits and other employment costs for the first ~~six~~nine months of 2011 increased ~~$20~~$31 million due to higher salaries partially offset by lower severance costs. Commission expense increased $7$10 million in the first ~~six~~nine months of 2011 reflecting higher private client sales volume. ~~Incentive compensation increased $7 million in the first six months of 2011 due to higher deferred compensation vesting expense offset by lower cash incentive compensation.~~

The distribution related payment increase of ~~$15~~$20 million to ~~$153~~$230 million in the first ~~six~~nine months of 2011 from ~~$138~~$210 million in the first ~~six~~nine months of 2010 was in line with the increase in distribution revenues.

The first ~~six~~nine months of 2011 and 2010, respectively, included a ~~$12~~$7 million and $102 million real estate ~~charge; there was no comparable expense in the 2011 period.~~

charge.

Interest expense decreased ~~$20~~$22 million to $2$3 million in the first ~~six~~nine months of 2011 primarily due to the repayment of senior notes in 2010.

The increase of ~~$28~~$26 million to ~~$278~~$406 million in other operating costs and expenses was primarily due to $8$9 million higher travel and entertainment expenses, ~~$6 million higher transfer fees, $5~~$9 million higher portfolio services expenses and $5$7 million higher ~~professional~~transfer fees.

Fees and Assets under Management

Breakdowns of fees and assets under management follow:

Fees and Assets Under Management

At or For the
Three Months Ended Six Months Ended
June 30, June 30,
2011 2010 2011 2010

(In Millions)

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

ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party
$ 398,659 $ 392,059
General Account and other
36,904 35,795
Insurance Group Separate Accounts
25,465 20,317
Total AllianceBernstein 461,028 448,171

Insurance Group
General Account and other(2)
29,274 30,549
Insurance Group Separate Accounts
71,527 60,902
Total Insurance Group
100,801 91,451

Total by Account:
Third party(1)
398,659 392,059
General Account and other(2)
66,178 66,344
Insurance Group Separate Accounts
96,992 81,219
Total Assets Under Management
$ 561,829 $ 539,622

Fees and Assets Under Management


	Three Months Ended September 30,				At or For the Nine Months Ended September 30,
	2011		2010		2011		2010
	(In Millions)

FEES
Third party	$	453	$	485	$	1,441	$	1,475
General Account and other		10		10		32		29
Insurance Group Separate Accounts		7		8		20		24

Total Fees	$	470	$	503	$	1,493	$	1,528


ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party					$	342,804	$	423,705
General Account and other						38,048		38,038
Insurance Group Separate Accounts						21,348		15,757

Total AllianceBernstein						402,200		477,500


Insurance Group
General Account and other⁽²⁾						37,076		30,477
Insurance Group Separate Accounts						62,834		72,604

Total Insurance Group						99,910		103,081


Total by Account:
Third party⁽¹⁾						342,804		423,705
General Account and other⁽²⁾						75,124		68,515
Insurance Group Separate Accounts						84,182		88,361

Total Assets Under Management					$	502,110	$	580,581

⁽¹⁾

Includes ~~$37.76~~$29.20 billion and ~~$45.84~~$58.50 billion of assets managed on behalf of AXA affiliates at ~~June~~September 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 ~~$23.49~~$31.27 billion and ~~$25.14~~$25.11 billion at ~~June~~September 30, 2011 and 2010, respectively, and mortgages and equity real estate totaling ~~$5.78~~$5.81 billion and ~~$5.41~~$5.37 billion at ~~June~~September 30, 2011 and 2010, respectively.

Fees for assets under management decreased $2$35 million during the first ~~six~~nine months of 2011 from the comparable 2010 period due to a decrease in performance fees. Total assets under management ~~increased $22.2~~decreased $78.47 billion, primarily due to ~~higher~~lower third party assets under management at AllianceBernstein and ~~higher~~lower Insurance Group Separate Accounts AUM. AllianceBernstein’s ~~increase~~decrease in AUM at ~~June~~September 30, 2011 resulted from market ~~appreciation partially offset~~depreciation and by net outflows. General Account and other assets under management ~~decreased $166 million~~increased $6.61 billion from the first ~~six~~nine months of 2010. The ~~$15.77~~$4.18 billion ~~increase~~decrease in Insurance Group Separate Account assets under management at the end of the first ~~six~~nine months of 2011 as compared to the 2010 period resulted from ~~increases~~decreases in EQAT’s and other Separate Accounts’ AUM due to market ~~appreciation.~~

depreciation.

AllianceBernstein’s assets under management at ~~the end of the first six months of~~September 30, 2011 totaled ~~$461.0~~$402.20 billion as compared to ~~$448.2~~$477.50 billion at ~~June~~September 30, 2010 as ~~market appreciation~~net outflows of ~~$82.4~~$78.30 billion and market depreciation of $6.10 billion were partially offset by $9.10 billion related to ~~acquisitions were partially offset by net outflows of $78.7 billion.~~acquisitions. The gross inflows were ~~$16.6~~$14.70 billion, ~~$30.6~~$30.60 billion and ~~$7.4~~$7.50 billion in institutional investment, retail and private client channels, respectively, as compared to corresponding outflows of ~~$78.7~~$74.00 billion, ~~$42.6~~$43.70 billion and ~~$12.0~~$13.60 billion, respectively. Non-US clients accounted for ~~35.1%~~35.3% of the ~~June~~September 30, 2011 total.

AllianceBernstein also classifies its assets under management by its four investment services categories: Value Equity, Growth Equity, Fixed Income and Other. Since ~~second~~third quarter 2010, the two Equity services have experienced net outflows while the Fixed Income services have shown net inflows. There was a ~~$17.8~~$64.50 billion decrease in Value Equity to ~~$121.4~~$87.00 billion at ~~June~~September 30, 2011 as the ~~$36.8~~$6.80 billion of market ~~appreciation~~depreciation and ~~$8.0~~$64.20 billion of long-term outflows were partially offset by the $6.50 billion of new ~~investments were more than offset by the $62.6 billion of long-term outflows.~~investments. Growth Equity assets under management totaled ~~$62.6~~$44.80 billion, ~~$11.9~~$32.40 billion lower than its ~~June~~September 30, 2010 balance due to ~~$37.6~~$36.70 billion in outflows and $1.70 billion in market appreciation that were partially offset by ~~$19.9 billion in market appreciation and $1.2~~$4.80 billion of new investments. Assets under management in Fixed Income products increased ~~$17.3~~$4.10 billion to ~~$215.8~~$213.50 billion between ~~June~~September 30, 2010 and ~~June~~September 30, 2011 as ~~$33.8~~$31.60 billion in new investments and ~~$15.4~~$2.90 billion in market appreciation were partially offset by ~~$31.9~~$30.40 billion in outflows. The ~~$25.2~~$17.30 billion increase in Other assets under management to ~~$61.2~~$56.70 billion resulted from ~~$7.9~~$9.90 billion in new investments and $7.90 billion in acquisition AUM ~~$10.3~~partially offset by $0.50 billion in market ~~appreciation and $8.2 billion in new investments being partially offset by $1.2 billion in net outflows.~~depreciation. 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 ~~$474.0~~$437.90 billion for the quarter ended ~~June~~September 30, 2011 as compared to ~~$472.1~~$463.80 billion for the prior year’s comparable period. The respective ~~increases~~increase for the Retail ~~and Private Client channels~~channel of ~~$8.5 billion and $4.8 billion, respectively, were~~$900 million was offset by the ~~$11.4~~$26.80 billion decline in the Institutional channel while the respective average AUM increases for the Fixed Income and Other categories of ~~$18.3~~$12.80 billion and ~~$22.4~~$21.60 billion were offset by decreases of ~~$23.9~~$39.20 billion and ~~$14.9~~$21.10 billion, respectively, in the Value Equity and Growth Equity services.

AllianceBernstein’s U.S and global large cap equity services underperformed their benchmarks for the three- and nine-month periods ended September 30, 2011. AllianceBernstein’s fixed income services generally underperformed their benchmarks for the three- and nine-month periods ended September 30, 2011. It is likely that AllianceBernstein’s underperformance during the first nine months of 2011 will place continued pressure on its flows during the remainder of 2011, particularly in the Institutional channel.

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~~(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
June 30, 2011

Holding
Balance Company
Sheet Total
Other(1)

Group(2) (4)

GAIA(5)

(In Millions)
Balance Sheet Captions:
Fixed maturities, available for sale, at fair value(3)
$ 43,131 $ 79 $ 1 $ 43,051
Mortgage loans on real estate
5,289 (335 ) - 5,624
Equity real estate
493 (1 ) 398 96
Policy Loans
4,906 (147 ) - 5,052
Other equity investments
1,957 379 - 1,579
Trading securities
3,051 521 - 2,530
Other invested assets
1,984 1,971 - 13
Total investments
60,811 2,467 399 57,945
Cash and cash equivalents
4,246 1,465 667 2,114
Debt & other
(1,476 ) 896 (836 ) (1,536 )
Total
$ 63,581 $ 4,828 $ 230 $ 58,523

General Account Investment Assets

September 30, 2011


	Balance Sheet Total			Other⁽¹⁾			Holding Company Group^(2) (4)			GAIA⁽⁵⁾
	(In Millions)
Balance Sheet Captions:
Fixed maturities, available for sale, at fair value⁽³⁾	$	44,383		$	718		$	1		$	43,664
Mortgage loans on real estate		5,316			(380	)		—			5,696
Equity real estate		490			(1	)		395			96
Policy Loans		4,885			(138	)		—			5,023
Other equity investments		2,594			961			—			1,633
Trading securities		2,615			(155	)		—			2,770
Other invested assets		4,003			4,002			—			1

Total investments		64,286			5,007			396			58,883
Cash and cash equivalents		9,953			2,853			671			6,429
Debt & other		(1,315	)		1,084			(837	)		(1,562	)

Total	$	72,924		$	8,944		$	230		$	63,750

⁽¹⁾

Assets listed in the “Other” category principally consist of assets held in portfolios other than the Holding Company Group and the General Account which are not managed as part of GAIA, related accrued income or expense, certain reclassifications and intercompany adjustments and, for fixed maturities, the reversal of net unrealized gains (losses). The “Other” category is deducted in arriving at GAIA.

⁽²⁾	The “Holding Company Group” category includes that group’s assets, which are not managed as part of GAIA. The “Holding Company Group” category is deducted in arriving at GAIA.

⁽³⁾	Includes Insurance Group loans to affiliates and other miscellaneous assets and liabilities related to GAIA that are reclassified from various balance sheet lines.

⁽⁴⁾	At ~~June~~September 30, 2011, the principal investment of the Holding Company Group is a real estate property purchased from AXA Equitable in June 2009, with a carrying value of ~~$398~~$395 million.

⁽⁵⁾	GAIA investments are presented at their amortized costs for fixed maturities and carrying values for all other invested assets.

Investment Results of General Account Investment Assets

The following table summarizes investment results by asset category for the periods indicated.

Investment Results By Asset Category

Three Months Ended June 30,
2011 2010

Yield(1)
Amount
Yield(1)
Amount

Fixed Maturities:
Investment grade
Income
5.02% $ 487 5.31% $ 503
Ending assets(2)
40,248 38,890
Below investment grade
Income
7.02% 48 6.94% 56
Ending assets(2)
2,803 3,264
Mortgages:
Income
6.54% 86 6.98% 90
Ending assets(3)
5,624 5,281
Equity Real Estate:
Income(4)
22.39% 6 27.40% 6
Ending assets(4)
96 110
Other Equity Investments:
Income
16.91% 61 8.02% 28
Ending assets(5)
1,579 1,431
Policy Loans:
Income
6.31% 77 6.40% 79
Ending assets(6)
5,052 5,100
Cash and Short-term Investments:
Income
0.26% 1 0.08% 1
Ending assets(7)
2,114 4,899
Trading Securities:
Income
15.73% 92 31.97% 112
Ending assets(8)
2,530 1,959
Other Invested Assets:
Income
- -
Ending assets(9)
13 2

Total Invested Assets:
Income
5.99% 858 6.18% 875
Ending Assets
60,059 60,936

Debt and Other:
Interest expense and other
7.09% (27 ) 7.09% (26 )
Ending liabilities(10)
(1,536 ) (1,536 )

Total:
Income
5.91% 831 6.03% 849
Investment fees
(0.12)% (17 ) (0.11)% (16 )
Income
5.79% $ 814 5.92% $ 833
Ending Net Assets
$ 58,523 $ 59,400

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

Yield(1)
Amount
Yield(1)
Amount 2010

Fixed Maturities:
Investment grade
Income
5.04% $ 973 5.30% $ 1,003 $ 39,224
Ending assets(2)
40,248 38,890
Below investment grade
Income
7.05% 98 6.69% 107
Ending assets(2)
2,803 3,264 2,955
Mortgages:
Income
6.73% 174 6.98% 180
Ending assets(3)
5,624 5,281 5,209
Equity Real Estate: ��
Income(4)
19.16% 12 24.36% 11
Ending assets(4)
96 110 141
Other Equity Investments:
Income
24.16% 166 10.80% 72
Ending assets(5)
1,579 1,431 1,484
Policy Loans:
Income
6.26% 154 6.41% 159
Ending assets(6)
5,052 5,100 5,082
Cash and Short-term Investments:
Income
0.23% 3 0.15% 2
Ending assets(7)
2,114 4,899 3,345
Trading Securities:
Income
6.62% 80 20.62% 140
Ending assets(8)
2,530 1,959 2,502
Other Invested Assets:
Income
2 - -
Ending assets(9)
13 2 8

Total Invested Assets:
Income
5.83% 1,662 5.86% 1,674
Ending Assets
60,059 60,936 59,950

Debt and Other:
Interest expense and other
6.79% (53 ) 7.09% (53 )
Ending liabilities(10)
(1,536 ) (1,536 ) (1,836 )

Total:
Income
5.71% 1,609 5.85% 1,621
Investment fees
(0.13)% (34 ) (0.12)% (31 )
Income
5.58% $ 1,575 5.73% $ 1,590
Ending Net Assets
$ 58,523 $ 59,400 $ 58,114

Investment Results By Asset Category


	Three Months Ended September 30,
	2011						2010
	Yield⁽¹⁾			Amount			Yield⁽¹⁾			Amount

Fixed Maturities:
Investment grade
Income		4.94	%	$	487			5.11	%	$	493
Ending assets⁽²⁾					40,776						40,287
Below investment grade
Income		6.92	%		49			7.01	%		54
Ending assets⁽²⁾					2,888						3,084
Mortgages:
Income		6.52	%		89			6.73	%		86
Ending assets⁽³⁾					5,696						5,241
Equity Real Estate:
Income⁽⁴⁾		21.51	%		5			18.40	%		5
Ending assets⁽⁴⁾					96						115
Other Equity Investments:
Income		14.27	%		54			5.24	%		18
Ending assets⁽⁵⁾					1,633						1,438
Policy Loans:
Income		6.33	%		77			6.45	%		80
Ending assets⁽⁶⁾					5,023						5,103
Cash and Short-term Investments:
Income		0.21	%		2			0.37	%		4
Ending assets⁽⁷⁾					6,429						3,832
Trading Securities:
Income		70.44	%		353			18.07	%		99
Ending assets⁽⁸⁾					2,770						2,800
Other Invested Assets:
Income					(38	)					14
Ending assets⁽⁹⁾					1						28

Total Invested Assets:

Income		7.84	%		1,078			6.49	%		853
Ending Assets					65,312						61,928

Debt and Other:
Interest expense and other		7.09	%		(27	)		7.09	%		(27	)
Ending liabilities⁽¹⁰⁾					(1,562	)					(1,562	)

Total:

Income		7.12	%		1,051			5.67	%		826
Investment fees		(0.13	)%		(19	)		(0.09	)%		(14	)

Income		6.99	%	$	1,032			5.58	%	$	812

Ending Net Assets				$	63,750					$	60,366

   Nine Months Ended September 30, Year Ended
December 31,
2010
   2011 2010
         Yield⁽¹⁾           Amount           Yield⁽¹⁾           Amount

Fixed Maturities:

Investment grade

Income
   5.01 % $ 1,460    5.22 % $ 1,491    $ 39,224
Ending assets⁽²⁾
   40,776    40,287
Below investment grade

Income
   7.00 % 147    6.80 % 162
Ending assets⁽²⁾
   2,888    3,084    2,955
Mortgages:

Income
   6.66 % 263    6.90 % 265
Ending assets⁽³⁾
   5,696    5,241    5,209
Equity Real Estate:

Income⁽⁴⁾
   19.77 % 16    22.19 % 16
Ending assets⁽⁴⁾
   96    115    141
Other Equity Investments:

Income
   20.67 % 219    8.88 % 90
Ending assets⁽⁵⁾
   1,633    1,438    1,484
Policy Loans:

Income
   6.29 % 231    6.42 % 239
Ending assets⁽⁶⁾
   5,023    5,103    5,082
Cash and Short-term Investments:

Income
   0.22 % 5    0.24 % 6
Ending assets⁽⁷⁾
   6,429    3,832    3,345
Trading Securities:

Income
   25.34 % 433    19.48 % 239
Ending assets⁽⁸⁾
   2,770    2,800    2,502
Other Invested Assets:

Income
   (37 ) 19
Ending assets⁽⁹⁾
   1    28    8
Total Invested Assets:



Income
   6.14 % 2,737    6.50 % 2,527
Ending Assets
   65,312    61,928    59,950
Debt and Other:

Interest expense and other
   6.89 % (80 ) 7.09 % (80 )
Ending liabilities⁽¹⁰⁾
   (1,562 ) (1,562 ) (1,836 )
Total:



Income
   6.19 % 2,657    5.79 % 2,447
Investment fees
   (0.12 )% (52 ) (0.11 )% (45 )


Income
   6.07 % $ 2,605    5.68 % $ 2,402


Ending Net Assets
   $ 63,750    $ 60,366    $ 58,114

⁽¹⁾
Yields have been calculated on a compound annual effective rate basis using the quarterly average asset carrying values, excluding unrealized gains (losses) in fixed maturities and adjusted for the current period’s income and fees.

⁽²⁾

Fixed maturities investment assets are shown net of securities purchased but not yet paid for of ~~$(24)~~$2 million, ~~$(62)~~$(20) million and $0 million, and include accrued income of ~~$476~~$515 million, ~~$496~~$530 million and $493 million, amounts due from securities sales of $0 million, $5$0 million and $1$0 million and other assets of $2 million, $2 million and $2 million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽³⁾

Mortgage investment assets include accrued income of ~~$38~~$52 million, ~~$39~~$49 million and $38 million and are adjusted for related escrow and other liability balances of ~~$(96)~~$(65) million, ~~$(46)~~$(50) million and $(50) million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽⁴⁾	Equity real estate carrying values included accrued income of $2$3 million, $2$3 million and $2 million and were adjusted for related liability balances of $(1) million, ~~$(1)~~$(2) million and $(1) million as of ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽⁵⁾	Other equity investment assets included accrued income and pending trade settlements of ~~$(2)~~$1 million, $2$(1) million and $0 million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽⁶⁾	Policy loan asset values include accrued income of ~~$148~~$139 million, ~~$151~~$144 million and $154 million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽⁷⁾

Cash and short-term investment assets include net payables from collateral movements of ~~$(1,121)~~$(2,422) million, ~~$(994)~~$(1,272) million and $(252) million and were adjusted for unsettled trades, cash in transit and accrued income of ~~$(1)~~$(21) million, ~~$(66)~~$(1) million and $(1) million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽⁸⁾	Trading securities include ending accrued income of ~~$15~~$14 million, $7$17 million and $17 million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

⁽⁹⁾	Other invested assets include General Account interest rate floors and options.

⁽¹⁰⁾	Debt and other includes accrued expenses of ~~$(9)~~$35 million, ~~$(9)~~$35 million and ~~$(9)~~$9 million at ~~June~~September 30, 2011 and 2010 and December 31, 2010, respectively.

Fixed Maturities

The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of U.S. government and agency obligations. At ~~June~~September 30, 2011, ~~75%~~75.0% of the fixed maturity portfolio was publicly traded. At ~~June~~September 30, 2011, GAIA held commercial mortgage-backed securities (“CMBS”) with an amortized cost of $1.60 billion. The General Account had $7 million exposure to the sovereign debt of Greece, Portugal, Italy, Spain and the Republic of Ireland at ~~June~~September 30, 2011. The total exposure to Eurozone sovereign debt was ~~$11~~$12 million at ~~June~~September 30, 2011.

Fixed Maturities by Industry

The General Accounts’ fixed maturities portfolios include publicly-traded and privately-placed corporate debt securities across an array of industry categories.

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

Fixed Maturities by Industry(1)

Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value

At June 30, 2011:
Corporate securities:(1)

Finance
$ 8,857 $ 435 $ 22 $ 9,270
Manufacturing
7,785 625 26 8,384
Utilities
4,447 341 15 4,773
Services
4,188 319 7 4,500
Energy
1,860 153 - 2,013
Retail and wholesale
1,442 117 2 1,557
Transportation
939 86 7 1,018
Other
49 4 1 52
Total corporate securities
29,567 2,080 80 31,567
U.S. government
5,723 66 111 5,678
Commercial mortgage-backed
1,605 22 436 1,191
Residential mortgage-backed(2)
2,469 112 1 2,580
Preferred stock
1,487 29 61 1,455
State & municipal
568 20 6 582
Foreign government
578 67 - 645
Asset-backed securities
595 16 10 601
Total
$ 42,592 $ 2,412 $ 705 $ 44,299

At December 31, 2010:
Corporate securities:(1)

Finance
$ 8,605 $ 380 $ 40 $ 8,945
Manufacturing
7,524 566 38 8,052
Utilities
4,582 312 23 4,871
Services
4,032 299 12 4,319
Energy
1,814 152 1 1,965
Retail and wholesale
1,514 106 9 1,611
Transportation
1,026 79 9 1,096
Other
59 4 - 63
Total corporate securities
29,156 1,898 132 30,922
U.S. government
5,179 50 109 5,120
Commercial mortgage-backed
1,807 5 487 1,325
Residential mortgage-backed(2)
2,195 93 1 2,287
Preferred stock
1,704 24 95 1,633
State & municipal
586 11 20 577
Foreign government
581 65 2 644
Asset-backed securities
475 15 12 478
Total
$ 41,683 $ 2,161 $ 858 $ 42,986

Fixed Maturities by Industry⁽¹⁾


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At September 30, 2011:
Corporate securities:⁽¹⁾
Finance	$	9,125	$	384	$	83	$	9,426
Manufacturing		7,970		808		28		8,750
Utilities		4,528		478		29		4,977
Services		4,255		387		7		4,635
Energy		1,738		196		—		1,934
Retail and wholesale		1,554		154		—		1,708
Transportation		948		115		5		1,058
Other		48		4		1		51

Total corporate securities		30,166		2,526		153		32,539

U.S. government		5,832		426		1		6,257
Commercial mortgage-backed		1,604		10		539		1,075
Residential mortgage-backed⁽²⁾		2,335		125		—		2,460
Preferred stock		1,488		35		170		1,353
State & municipal		548		72		2		618
Foreign government		578		69		2		645
Asset-backed securities		594		17		11		600

Total	$	43,145	$	3,280	$	878	$	45,547


At December 31, 2010:
Corporate securities:⁽¹⁾
Finance	$	8,605	$	380	$	40	$	8,945
Manufacturing		7,524		566		38		8,052
Utilities		4,582		312		23		4,871
Services		4,032		299		12		4,319
Energy		1,814		152		1		1,965
Retail and wholesale		1,514		106		9		1,611
Transportation		1,026		79		9		1,096
Other		59		4		—		63

Total corporate securities		29,156		1,898		132		30,922

U.S. government		5,179		50		109		5,120
Commercial mortgage-backed		1,807		5		487		1,325
Residential mortgage-backed⁽²⁾		2,195		93		1		2,287
Preferred stock		1,704		24		95		1,633
State & municipal		586		11		20		577
Foreign government		581		65		2		644
Asset-backed securities		475		15		12		478

Total	$	41,683	$	2,161	$	858	$	42,986

⁽¹⁾	Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.

⁽²⁾	Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

Fixed Maturities Credit Quality

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

The amortized cost of the General Accounts’ public and private below investment grade fixed maturities totaled ~~$2.49~~$2.58 billion, or 6%, of the total fixed maturities at ~~June~~September 30, 2011 and $2.55 billion, or 6%, of the total fixed maturities at December 31, 2010. Below investment grade fixed maturities represented ~~48%~~56% and 48% of the gross unrealized losses at ~~June~~September 30, 2011 and December 31, 2010, respectively.

Public Fixed Maturities Credit Quality. The following table sets forth the General Accounts’ public fixed maturities portfolios by NAIC rating at the dates indicated.

Public Fixed Maturities

Gross Gross
NAIC Amortized Unrealized Unrealized
Designation(1)
Rating Agency Equivalent Cost Gains Losses Fair Value

At June 30, 2011
1
Aaa, Aa, A
$ 22,365 $ 1,211 $ 182 $ 23,394
2
Baa
8,359 601 45 8,915

Investment grade
30,724 1,812 227 32,309

3 Ba 872 28 18 882
4 B 319 1 27 293
5
C and lower
74 - 20 54
6
In or near default
107 8 22 93

Below investment grade
1,372 37 87 1,322
Total
$ 32,096 $ 1,849 $ 314 $ 33,631

At December 31, 2010
1
Aaa, Aa, A
$ 21,017 $ 1,102 $ 215 $ 21,904
2
Baa
9,133 560 80 9,613

Investment grade
30,150 1,662 295 31,517

3 Ba 947 15 43 919
4 B 244 - 32 212
5
C and lower
79 - 21 58
6
In or near default
95 5 28 72

Below investment grade
1,365 20 124 1,261
Total
$ 31,515 $ 1,682 $ 419 $ 32,778

Public Fixed Maturities


NAIC Designation⁽¹⁾	Rating Agency Equivalent	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At September 30, 2011
1	Aaa, Aa, A	$	22,742	$	1,927	$	95	$	24,574
2	Baa		8,174		657		81		8,750

	Investment grade		30,916		2,584		176		33,324


3	Ba		893		18		44		867
4	B		362		3		67		298
5	C and lower		116		3		40		79
6	In or near default		62		4		20		46

	Below investment grade		1,433		28		171		1,290

Total		$	32,349	$	2,612	$	347	$	34,614


At December 31, 2010
1	Aaa, Aa, A	$	21,017	$	1,102	$	215	$	21,904
2	Baa		9,133		560		80		9,613

	Investment grade		30,150		1,662		295		31,517


3	Ba		947		15		43		919
4	B		244		—		32		212
5	C and lower		79		—		21		58
6	In or near default		95		5		28		72

	Below investment grade		1,365		20		124		1,261

Total		$	31,515	$	1,682	$	419	$	32,778

⁽¹⁾	At ~~June~~September 30, 2011 and December 31, 2010, no securities had been categorized based on expected NAIC designation pending receipt of SVO ratings.

Private Fixed Maturities Credit Quality. The following table sets forth the General Accounts’ private fixed maturities portfolios by NAIC rating at the dates indicated.

Private Fixed Maturities

Gross Gross
NAIC Amortized Unrealized Unrealized
Designation(1)
Rating Agency Equivalent Cost Gains Losses Fair Value

At June 30, 2011
1
Aaa, Aa, A
$ 5,478 $ 252 $ 114 $ 5,616
2
Baa
3,896 280 24 4,152

Investment grade
9,374 532 138 9,768

3 Ba 453 10 31 432
4 B 167 10 44 133
5
C and lower
153 1 59 95
6
In or near default
349 10 119 240

Below investment grade
1,122 31 253 900
Total
$ 10,496 $ 563 $ 391 $ 10,668

At December 31, 2010
1
Aaa, Aa, A
$ 5,167 $ 225 $ 126 $ 5,266
2
Baa
3,817 236 22 4,031

Investment grade
8,984 461 148 9,297

3 Ba 456 10 45 421
4 B 230 - 49 181
5
C and lower
157 1 67 91
6
In or near default
341 7 130 218

Below investment grade
1,184 18 291 911
Total
$ 10,168 $ 479 $ 439 $ 10,208

Private Fixed Maturities


NAIC Designation⁽¹⁾	Rating Agency Equivalent	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At September 30, 2011
1	Aaa, Aa, A	$	5,644	$	330	$	172	$	5,802
2	Baa		4,009		315		38		4,286

	Investment grade		9,653		645		210		10,088


3	Ba		524		11		71		464
4	B		181		7		62		126
5	C and lower		167		—		71		96
6	In or near default		271		5		117		159

	Below investment grade		1,143		23		321		845

Total		$	10,796	$	668	$	531	$	10,933


At December 31, 2010
1	Aaa, Aa, A	$	5,167	$	225	$	126	$	5,266
2	Baa		3,817		236		22		4,031

	Investment grade		8,984		461		148		9,297


3	Ba		456		10		45		421
4	B		230		—		49		181
5	C and lower		157		1		67		91
6	In or near default		341		7		130		218

	Below investment grade		1,184		18		291		911

Total		$	10,168	$	479	$	439	$	10,208

⁽¹⁾

Includes, at ~~June~~September 30, 2011 and December 31, 2010, respectively, 1913 securities with amortized cost of ~~$262~~$186 million (fair value, ~~$266~~$188 million) and 14 securities with amortized cost of $148 million (fair value, $154 million) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.

Corporate Fixed Maturities Credit Quality. The following table sets forth the General Accounts’ public and private holdings of corporate fixed maturities by NAIC rating at the dates indicated.

Corporate Fixed Maturities

Gross Gross
NAIC Amortized Unrealized Unrealized
Designation Rating Agency Equivalent Cost Gains Losses Fair Value

At June 30, 2011
1
Aaa, Aa, A
$ 16,938 $ 1,175 $ 34 $ 18,079
2
Baa
11,637 860 35 12,462

Investment grade
28,575 2,035 69 30,541

3 Ba 863 34 9 888
4 B 81 1 1 81
5
C and lower
22 - 1 21
6
In or near default
26 10 - 36

Below investment grade
992 45 11 1,026
Total
$ 29,567 $ 2,080 $ 80 $ 31,567

At December 31, 2010
1
Aaa, Aa, A
$ 15,931 $ 1,093 $ 54 $ 16,970
2
Baa
12,207 776 53 12,930

Investment grade
28,138 1,869 107 29,900

3 Ba 819 21 15 825
4 B 156 - 8 148
5
C and lower
34 - 2 32
6
In or near default
9 8 - 17

Below investment grade
1,018 29 25 1,022
Total
$ 29,156 $ 1,898 $ 132 $ 30,922

Corporate Fixed Maturities


NAIC Designation	Rating Agency Equivalent	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At September 30, 2011
1	Aaa, Aa, A	$	17,606	$	1,544	$	71	$	19,079
2	Baa		11,484		941		47		12,378

	Investment grade		29,090		2,485		118		31,457


3	Ba		931		26		28		929
4	B		97		3		3		97
5	C and lower		39		3		4		38
6	In or near default		9		9		—		18

	Below investment grade		1,076		41		35		1,082

Total		$	30,166	$	2,526	$	153	$	32,539


At December 31, 2010
1	Aaa, Aa, A	$	15,931	$	1,093	$	54	$	16,970
2	Baa		12,207		776		53		12,930

	Investment grade		28,138		1,869		107		29,900


3	Ba		819		21		15		825
4	B		156		—		8		148
5	C and lower		34		—		2		32
6	In or near default		9		8		—		17

	Below investment grade		1,018		29		25		1,022

Total		$	29,156	$	1,898	$	132	$	30,922

Asset-backed Securities

At ~~June~~September 30, 2011, the amortized cost and fair value of asset-backed securities held were ~~$595~~$594 million and ~~$601,~~$600 million, respectively; at December 31, 2010, those amounts were $475 million and $478 million, respectively. At ~~June~~September 30, 2011, the amortized cost and fair value of asset-backed securities collateralized by subprime mortgages were ~~$38~~$36 million and ~~$36~~$32 respectively. At that same date, the amortized cost and fair value of asset-backed securities collateralized by non subprime mortgages were ~~$60~~$58 million and ~~$62~~$61 million, respectively.

Commercial Mortgage-backed Securities

Weakness in commercial real estate fundamentals, along with an overall decrease in liquidity and availability of capital, led to a very difficult refinancing environment and an increase in overall delinquency rates on commercial mortgages in the commercial mortgage-backed securities market.

The following table sets forth the amortized cost and fair value of the Insurance Group’s commercial mortgage-backed securities at the dates indicated by credit quality and by year of issuance (vintage).

Commercial Mortgage-Backed Securities

June 30, 2011
Moody's Agency Rating Total
Ba and December 31,
Vintage Aaa Aa A Baa Below Total 2010

(In Millions)

At amortized cost:

2004
$ 3 $ 20 $ 41 $ 122 $ 155 $ 341 $ 359

2005
- 15 76 167 363 621 785

2006
- - - 6 413 419 435

2007
- - 3 - 221 224 228
Total CMBS
$ 3 $ 35 $ 120 $ 295 $ 1,152 $ 1,605 $ 1,807

At fair value:

2004
$ 3 $ 21 $ 40 $ 118 $ 132 $ 314 $ 330

2005
- 15 67 148 274 504 631

2006
- - - 5 247 252 256

2007
- - 2 - 119 121 108
Total CMBS
$ 3 $ 36 $ 109 $ 271 $ 772 $ 1,191 $ 1,325

Commercial Mortgage-Backed Securities


	September 30, 2011
	Moody’s Agency Rating												Total
Vintage	Aaa		Aa		A		Baa		Ba and Below		Total		December 31, 2010
	(In Millions)

At amortized cost:
2004	$	3	$	20	$	41	$	116	$	159	$	339	$	359
2005		—		15		76		164		366		621		785
2006		—		—		—		1		418		419		435
2007		—		—		3		—		222		225		228

Total CMBS	$	3	$	35	$	120	$	281	$	1,165	$	1,604	$	1,807


At fair value:
2004	$	3	$	21	$	39	$	108	$	132	$	303	$	330
2005		—		14		64		142		254		474		631
2006		—		—		—		1		193		194		256
2007		—		—		2		—		102		104		108

Total CMBS	$	3	$	35	$	105	$	251	$	681	$	1,075	$	1,325

Mortgages

Investment Mix

At ~~June~~September 30, 2011 and December 31, 2010, respectively, approximately 9.7% and 9.3%, respectively, of GAIA were in commercial and agricultural mortgage loans. The table below shows the composition of the commercial and agricultural mortgage loan portfolio, before the loss allowance, as of the dates indicated.

June 30, 2011 December 31, 2010

(In Millions)

Commercial mortgage loans
$ 4,347 $ 3,804
Agricultural mortgage loans
1,394 1,466

Total Mortgage Loans
$ 5,741 $ 5,270


	September 30, 2011		December 31, 2010
	(In Millions)

Commercial mortgage loans	$	4,376	$	3,804
Agricultural mortgage loans		1,394		1,466


Total Mortgage Loans	$	5,770	$	5,270

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

Mortgage Loans by Region and Property Type

June 30, 2011 December 31, 2010
Amortized % of Amortized % of
Cost Total Cost Total

(Dollars in Millions)

By Region:
U.S. Regions:
Pacific
$ 1,578 27.5 % $ 1,478 28.1 %
Middle Atlantic
1,354 23.5 1,090 20.7
South Atlantic
909 15.8 750 14.2
East North Central
685 12.0 687 13.0
Mountain
453 7.9 450 8.5
West North Central
329 5.8 362 6.9
West South Central
311 5.4 325 6.2
East South Central
64 1.1 69 1.3
New England
58 1.0 59 1.1

Total Mortgage Loans
$ 5,741 100.0 % $ 5,270 100.0 %

By Property Type:
Office buildings
$ 2,082 36.3 % $ 1,585 30.1 %
Agricultural properties
1,394 24.3 1,466 27.8
Apartment complexes
978 17.0 929 17.6
Retail Stores
483 8.4 488 9.3
Industrial buildings
470 8.2 482 9.1
Hospitality
265 4.6 267 5.1
Other
69 1.2 53 1.0

Total Mortgage Loans
$ 5,741 100.0 % $ 5,270 100.0 %

Mortgage Loans by Region and Property Type


	September 30, 2011					December 31, 2010
	Amortized Cost		% of Total			Amortized Cost		% of Total
	(Dollars in Millions)

By Region:
U.S. Regions:
Pacific	$	1,638		28.4	%	$	1,478		28.1	%
Middle Atlantic		1,348		23.4			1,090		20.7
South Atlantic		904		15.7			750		14.2
East North Central		673		11.7			687		13.0
Mountain		460		7.9			450		8.5
West North Central		326		5.6			362		6.9
West South Central		301		5.2			325		6.2
East South Central		62		1.1			69		1.3
New England		58		1.0			59		1.1


Total Mortgage Loans	$	5,770		100.0	%	$	5,270		100.0	%


By Property Type:
Office buildings	$	2,072		35.9	%	$	1,585		30.1	%
Agricultural properties		1,394		24.2			1,466		27.8
Apartment complexes		1,029		17.8			929		17.6
Industrial buildings		478		8.3			482		9.1
Retail Stores		478		8.3			488		9.3
Hospitality		250		4.3			267		5.1
Other		69		1.2			53		1.0


Total Mortgage Loans	$	5,770		100.0	%	$	5,270		100.0	%

At ~~June~~September 30, 2011, the General Account investments in commercial mortgage loans had a weighted average loan-to-value ratio of ~~74%~~72% while the agricultural mortgage loans weighted average loan-to-value ratio was ~~43%~~42%.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
June 30, 2011

Debt Service Coverage Ratio(1)

Less Total
Greater 1.8x to 1.5x to 1.2x to 1.0x to than Mortgage
Loan-to-Value Ratio than 2.0x 2.0x 1.8x 1.5x 1.2x 1.0x Loan

(In Millions)

0% - 50%
$ 276 $ 85 $ 156 $ 711 $ 225 $ 68 $ 1,521
50% - 70%
205 232 759 379 185 42 1,802
70% - 90%
105 71 451 700 211 58 1,596
90% plus
60 - 84 24 583 71 822
Total Commercial and Agricultural

Mortgage Loans
$ 646 $ 388 $ 1,450 $ 1,814 $ 1,204 $ 239 $ 5,741

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

September 30, 2011


	Debt Service Coverage Ratio⁽¹⁾
Loan-to-Value Ratio	Greater than 2.0x		1.8x to 2.0x		1.5x to 1.8x		1.2x to 1.5x		1.0x to 1.2x		Less than 1.0x		Total Mortgage Loan
	(In Millions)

0% - 50%	$	295	$	96	$	209	$	710	$	252	$	75	$	1,637
50% - 70%		230		322		758		397		173		36		1,916
70% - 90%		42		9		447		643		223		58		1,422
90% plus		60		—		27		111		539		58		795

Total Commercial and Agricultural Mortgage Loans	$	627	$	427	$	1,441	$	1,861	$	1,187	$	227	$	5,770

⁽¹⁾	The debt service coverage ratio is calculated using actual results from property operations.

The tables below show the breakdown of the commercial and agricultural mortgage loans by year of origination at ~~June~~September 30, 2011.

Mortgage Loans by Year of Origination

June 30, 2011
Year of Origination Amortized Cost % of Total

(Dollars In Millions)

2011
$ 777 13.5 %
2010
396 6.9
2009
564 9.8
2008
360 6.3
2007
996 17.4
2006 and prior
2,648 46.1

Total Mortgage Loans
$ 5,741 100.0 %

Mortgage Loans by Year of Origination


	September 30, 2011
Year of Origination	Amortized Cost		% of Total
	(Dollars In Millions)

2011	$	906		15.7	%
2010		400		6.9
2009		561		9.7
2008		355		6.2
2007		988		17.1
2006 and prior		2,560		44.4


Total Mortgage Loans	$	5,770		100.0	%

As of ~~June~~September 30, 2011 and December 31, 2010, respectively, ~~$13~~$12 million and $6 million of mortgage loans were classified as problem loans, ~~while $383~~$313 million and $280 million were classified as potential problem ~~loans. There~~loans and $57 million and $0 million were ~~no loans in the~~classified as restructured ~~category at either date.~~

loans.

Valuation allowances for the commercial mortgage loan portfolio were related to loan specific reserves. The following table sets forth the change in valuation allowances for the commercial mortgage loan portfolio as of the dates indicated. There were no valuation allowances for agricultural mortgages at ~~June~~September 30, 2011 and December 31, 2010.

June 30, 2011 December 31, 2010

(In Millions)

Balances, beginning of year
$ 49 $ 18
Additions charged to income
11 33
Deductions for writedowns and asset dispositions
(1 ) (2 )

Balances, End of Period
$ 59 $ 49


	September 30, 2011			December 31, 2010
	(In Millions)

Balances, beginning of year	$	49		$	18
Additions charged to income		25			33
Deductions for writedowns and asset dispositions		(13	)		(2	)


Balances, End of Period	$	61		$	49

Other Equity Investments

At ~~June~~September 30, 2011, private equity partnerships, hedge funds and real-estate related partnerships were ~~96%~~97.0% of total other equity investments. These interests, which represent ~~2.7%~~2.4% of GAIA, consist of a diversified portfolio of LBO, mezzanine, venture capital and other alternative limited partnerships, diversified by sponsor, fund and vintage year. The portfolio is actively managed to control risk and generate investment returns over the long term.

Other Equity Investments - Classifications

June 30, 2011 December 31, 2010

(In Millions)

Common stock
$ 62 $ 54
Joint ventures and limited partnerships:
Private equity
1,197 1,093
Hedge funds
220 246
Real estate related
97 91

Total Other Equity Investments
$ 1,576 $ 1,484

Other Equity Investments - Classifications


	September 30, 2011		December 31, 2010
	(In Millions)

Common stock	$	54	$	54
Joint ventures and limited partnerships:
Private equity		1,242		1,093
Hedge funds		206		246
Real estate related		109		91


Total Other Equity Investments	$	1,611	$	1,484

Trading Securities

At ~~June~~September 30, 2011 and December 31, 2010, respectively, the Insurance Group’s trading account securities included U.S. Treasury securities pledged under ~~repurchase agreements~~repos with amortized costs of ~~$2.58~~$2.57 billion and $2.59 billion and fair values of ~~$2.52~~$2.76 billion and $2.48 billion. The ~~repurchase agreements~~repos are accounted for as collateralized borrowings and reported in Broker-dealer related payables in the consolidated balance sheets.

Repurchase Agreements

The Insurance Group uses ~~repurchase agreements~~repos to finance the purchase of U.S. Treasury securities to reduce the economic impact of unfavorable changes in exposures attributable to interest rates as part of the variable annuity hedging strategy. During the first ~~six~~nine months of 2011 and full year 2010, the Insurance Group’s maximum outstanding ~~repurchase agreements~~repos were ~~$2.55~~$2.67 billion and $2.80 billion, respectively. There are no ~~repurchase agreements~~repos that are treated as sales.

Off Balance Sheet Transactions

At ~~June~~September 30, 2011 and December 31, 2010, there were no off balance sheet transactions to which the Insurance Group was a party.

Derivatives

The Insurance Group has issued and continues to offer certain variable annuity products with GMDB, GMIB and GWBL features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholder account balances would support. The risk associated with the GMIB/GWBL feature is that under-performance of the financial markets could result in GMIB/GWBL benefits, in the event of elections, being higher than what accumulated policyholders’ account balances would support. The Insurance Group uses derivatives for asset/liability risk management primarily to reduce exposures to equity market declines and interest rate fluctuations. Derivative hedging strategies are designed to reduce these risks from an economic perspective. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, market volatility and interest rates.

A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, ~~and~~ swaptions, ~~in addition to repurchase agreement~~variance swaps, equity options as well as repo transactions, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in GMDB, GMIB and GWBL exposures attributable to movements in the equity and fixed income markets. The Insurance Group does not currently use credit default swaps. For both GMDB and GMIB, the Insurance Group retains certain risks including basis and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB and GWBL features that result from financial markets movements. The Insurance Group also uses ~~repurchase agreements~~repos to finance the purchase of U.S. Treasury securities to reduce the economic impact of unfavorable changes in exposures attributable to interest rates as part of the variable annuity hedging strategy. Since 2010, a portion of exposure to realized interest rate volatility has been hedged through the purchase of swaptions. The Insurance Group has purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Insurance Group.

~~The~~

GWBL features and reinsurance contracts covering GMIB exposure are both considered derivatives for accounting purposes and, therefore, must be reported in the balance sheet at their fair value. None of the derivatives used in these programs were designated as qualifying hedges under the U.S. GAAP accounting guidance for derivatives and hedging. All gains (losses) on derivatives are reported in Net investment income (loss) in the consolidated statements of earnings (loss) except those resulting from changes in the fair values of the embedded derivatives: the GWBL features are reported in Policyholder’s benefits and the GMIB reinsurance contracts are reported on a separate line in the consolidated statement of earnings.

In addition to its hedging program that seeks to mitigate economic exposures specifically related to variable annuity contracts with GMDB, GMIB, and GWBL features, the Insurance Group has implemented hedging programs to provide additional protection against the adverse effects of equity market and interest rate declines on its statutory liabilities. The remaining protection expired in first quarter 2011.

In addition to its hedging program that seeks to mitigate economic exposures specifically related to variable annuity contracts with GMDB, GMIB, and GWBL features, the Insurance Group implemented in the past hedging programs to provide additional protection against the adverse effects of equity market and interest rate declines on its statutory liabilities. The remaining protection expired in first quarter 2011.

The table below presents quantitative disclosures about the Insurance Group’s derivative instruments, including those embedded in other contracts though required to be accounted for as derivative instruments.

Derivative Instruments by Category

At June 30, 2011 Gains (Losses)
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
$ 9,973 $ - $ - $ (647 )
Swaps
1,349 1 24 (72 )
Options
317 43 32 3

Interest rate contracts:(1)

Floors
9,000 309 - 47
Swaps
13,050 446 125 193
Futures
16,109 - - 209
Swaptions
10,553 460 - (45 )

Other:
Currency contracts
- - - -

Net investment income
(312 )

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

GWBL features(3)
- - 35 3

Balances, June 30, 2011
$ 60,351 $ 2,415 $ 216 $ (376 )

Derivative Instruments by Category


	At September 30, 2011						Gains (Losses) Reported in Earnings (Loss) Nine Months Ended September 30, 2011
			Fair Value
	Notional Amount		Asset Derivatives		Liability Derivatives
	(In Millions)

Freestanding derivatives
Equity contracts:⁽¹⁾
Futures	$	9,896	$	—	$	—	$	1,261
Swaps		1,759		127		6		209
Options		1,780		63		72		(38	)

Interest rate contracts:⁽¹⁾
Floors		9,000		358		—		128
Swaps		18,887		1,428		659		1,359
Futures		22,840		—		—		2,236
Swaptions		9,998		1,502		—		1,077

Other:
Currency contracts		—		—		—		—


Net investment income								6,232


Embedded derivatives:
GMIB reinsurance contracts⁽²⁾		—		2,312		—		1,089

GWBL features⁽³⁾		—		—		244		(206	)


Balances, September 30, 2011	$	74,160	$	5,790	$	981	$	7,115

⁽¹⁾	Reported in Other invested assets in the consolidated balance sheets.

⁽²⁾	Reported in Other assets in the consolidated balance sheets.

⁽³⁾	Reported in Future policy benefits and other policyholder liabilities.

Realized Investment Gains and Losses

Realized investment gains and losses are generated from numerous sources, including the sale of fixed maturity securities, equity securities, investments in limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for other-than-temporary impairments. Realized investment gains (losses) are also generated from prepayment premiums received on private fixed maturity securities, recoveries of principal on previously impaired securities, provisions for losses on commercial mortgage and other loans, fair value changes on commercial mortgage loans carried at fair value, and fair value changes on embedded derivatives and free-standing derivatives that do not qualify for hedge accounting treatment.

The following tables set forth “Realized investment gains (losses), net,” for the periods indicated:

Realized Investment Gains (Losses), Net

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

(In Millions)

Fixed maturities
$ (19 ) $ (45 ) $ (16 ) $ (60 )
Other equity investments
- 7 - 10
Other
(9 ) (5 ) (10 ) (13 )
Total
$ (28 ) $ (43 ) $ (26 ) $ (63 )

Realized Investment Gains (Losses), Net


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In Millions)

Fixed maturities	$	15		$	(163	)	$	(2	)	$	(223	)
Other equity investments		—			—			—			10
Other		(1	)		(7	)		(11	)		(20	)

Total	$	14		$	(170	)	$	(13	)	$	(233	)

Net realized gains (losses) on fixed maturities were ~~$(19)~~$15 million and ~~$(16)~~$(2) million for the ~~second~~third quarter and first ~~six~~nine months of 2011, compared to net realized gains (losses) of ~~$(45)~~$(163) million and ~~$(60)~~$(223) million in the comparable 2010 periods, as set forth in the following table:

Fixed Maturities
Realized Investment Gains (Losses)

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

(In Millions)

Gross realized investment gains:
Gross gains on sales and maturities
$ 6 $ 102 $ 17 $ 145
Other
- - - -
Total gross realized investment gains
6 102 17 145
Gross realized investment losses:
Other-than-temporary impairments recognized
in earnings (loss)
(24 ) (49 ) (24 ) (90 )
Gross losses on sales and maturities
(1 ) (98 ) (9 ) (115 )
Credit related losses on sales
- - - -
Other
- - - -
Total gross realized investment losses
(25 ) (147 ) (33 ) (205 )
Total
$ (19 ) $ (45 ) $ (16 ) $ (60 )

Fixed Maturities

Realized Investment Gains (Losses)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011			2010
	(In Millions)

Gross realized investment gains:
Gross gains on sales and maturities	$	15	$	15		$	32		$	74
Other		—		—			—			—

Total gross realized investment gains		15		15			32			74

Gross realized investment losses:
Other-than-temporary impairments recognized in earnings (loss)		—		(169	)		(24	)		(259	)
Gross losses on sales and maturities		—		(9	)		(10	)		(38	)
Credit related losses on sales		—		—			—			—
Other		—		—			—			—

Total gross realized investment losses		—		(178	)		(34	)		(297	)

Total	$	15	$	(163	)	$	(2	)	$	(223	)

The following tables set forth, for the periods indicated, the composition of OTTI recorded in earnings (loss) by asset type.

Other-Than-Temporary Impairments Recorded in Earnings (Loss)

Three Months Ended Six Months Ended
June 30, June 30,

2011(1)
2010
2011(1)
2010

(In Millions)

Fixed maturities(2):

Public fixed maturities
$ (8 ) $ (1 ) $ (8 ) $ (11 )
Private fixed maturities
(16 ) (48 ) (16 ) (79 )
Total fixed maturities securities
(24 ) (49 ) (24 ) (90 )
Equity securities
- - - (1 )
Other invested assets
- - - -
Total
$ (24 ) $ (49 ) $ (24 ) $ (91 )

Other-Than-Temporary Impairments Recorded in Earnings (Loss)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2011⁽¹⁾		2010			2011⁽¹⁾			2010
	(In Millions)

Fixed Maturities:⁽²⁾
Public fixed maturities	$	—	$	(9	)	$	(8	)	$	(21	)
Private fixed maturities		—		(160	)		(16	)		(238	)

Total fixed maturities securities		—		(169	)		(24	)		(259	)

Equity securities		—		—			—			—
Other invested assets		—		—			—			—

Total	$	—	$	(169	)	$	(24	)	$	(259	)

⁽¹⁾

The ~~second~~third quarter and first ~~six~~nine months of 2011 excludes $1$0 million and $1 million, respectively, of OTTI recorded in Other Comprehensive Income (Loss), representing any difference between the fair value of the impaired debt security and the net present value of its projected future cash flows at the time of impairment.

⁽²⁾	No OTTI amounts were reported for equity securities and other invested assets during either reporting period.

At ~~June~~September 30, 2011 and 2010, respectively, the ~~$24~~$(24) million and ~~$90~~$(259) million in OTTI on fixed maturities recorded in income were due to credit events or adverse conditions of the respective issuer. In these situations, management believes such circumstances have caused, or will lead to, a deficiency in the contractual cash flows related to the investment. The amount of the impairment recorded in earnings is the difference between the amortized cost of the debt security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment.

LIQUIDITY AND CAPITAL RESOURCES

The following discussion supplements that found in the 2010 Form 10-K’s MD&A section under the caption “Liquidity and Capital Resources.”

Overview

Liquidity management is focused around a centralized funds management process. This centralized process includes the monitoring and control of cash flow associated with policyholder receipts and disbursements and General Account portfolio principal, interest and investment activity. Funds are managed through a banking system designed to reduce float and maximize funds availability. The derivative transactions used to hedge the Insurance Group’s variable annuity products are integrated into AXA Financial’s overall liquidity process; forecast potential payments and collateral calls during the life of and at the settlement of each derivative transaction are included in the cash flow forecast. Information regarding liquidity needs and availability is reported by various departments and investment managers. The information is used to produce forecasts of available funds and cash flow. Significant market volatility can affect daily cash requirements due to the settlement and collateral calls of derivative transactions.

In addition to gathering and analyzing information on funding needs, AXA Financial Group has a centralized process for both investing short-term cash and borrowing funds to meet cash needs. In general, the short-term investment positions have a maturity profile of 1-7 days with considerable flexibility as to availability.

In managing the liquidity of the Financial Advisory/Insurance segment’s business, management also considers the risk of policyholder and contractholder withdrawals of funds earlier than assumed when selecting assets to support these contractual obligations. Surrender charges and other contract provisions are used to mitigate the extent, timing and profitability impact of withdrawals of funds by customers from annuity contracts and deposit liabilities. The following table sets forth withdrawal characteristics of the Insurance Group’s General Account annuity reserves and deposit liabilities (based on statutory liability values) as of the dates indicated.

General Accounts Annuity Reserves and Deposit Liabilities

June 30, 2011 December 31, 2010
Amount % of Total Amount % of Total

(Dollars in Millions)

Not subject to discretionary withdrawal provisions
$ 5,827 26.2 % $ 5,611 25.8 %

Subject to discretionary withdrawal, with adjustment:
With market value adjustment
1,081 4.9 960 4.4
At contract value, less surrender charge of 5% or more
1,294 5.8 1,523 7.0
Subtotal
2,375 10.7 2,483 11.4

Subject to discretionary withdrawal at contract value with
no surrender charge or surrender charge of less than 5%
14,027 63.1 13,648 62.8

Total Annuity Reserves And Deposit Liabilities
$ 22,229 100 % $ 21,742 100.0 %

General Accounts Annuity Reserves and Deposit Liabilities


	September 30, 2011					December 31, 2010
	Amount		% of Total			Amount		% of Total
	(Dollars in Millions)

Not subject to discretionary withdrawal provisions	$	6,549		28.1	%	$	5,611		25.8	%

Subject to discretionary withdrawal, with adjustment:
With market value adjustment		1,157		5.0			960		4.4
At contract value, less surrender charge of 5% or more		1,266		5.4			1,523		7.0

Subtotal		2,423		10.4			2,483		11.4
Subject to discretionary withdrawal at contract value with no surrender charge or surrender charge of less than 5%		14,353		61.5			13,648		62.8

Total Annuity Reserves And Deposit Liabilities	$	23,325		100.0	%	$	21,742		100.0	%

Analysis of Statement of Cash Flows

Cash and cash equivalents of ~~$4.25~~$9.96 billion at ~~June~~September 30, 2011 ~~decreased $190 million~~increased $5.52 billion from $4.44 billion at December 31, 2010. Cash inflows are primarily provided by operations, policyholder deposits, short-term financings, proceeds from sales of investments, and borrowings from affiliates. Significant cash outflows include purchases of investments, policyholder withdrawals, repayments of long- and short-term debt and borrowings and loans to affiliates.

Net cash used in operating activities was ~~$222~~$298 million in the first ~~six~~nine months of 2011 as compared to the ~~$324~~$195 million of cash provided by operating activities in the 2010 period. The cash used in operating activities in the 2011 period resulted from the decrease in broker-dealer customer related receivables/payables of ~~$360~~$209 million in the first ~~six~~nine months of 2011 as compared to a decrease of ~~$29~~$408 million in the 2010 period and contributions to pension plans of ~~$293~~$764 million in the first ~~six~~nine months 2011 compared to ~~$193~~$224 million in the comparable prior period ~~partially offset~~and by the ~~$95~~decrease of $84 million in the first nine months of 2011 as compared to an increase in segregated cash and securities, net ~~to $1.02 billion in the first six months~~ of ~~2011 compared to a decrease of $40~~$245 million in the comparable 2010 period.

Cash flows from investing activities ~~decreased $2.79~~increased $3.29 billion, from cash ~~provided~~used in of ~~$871 million~~$1.76 billion in the first ~~six~~nine months of 2010 to cash ~~used of $1.92~~provided by $1.53 billion in the comparable 2011 period. The difference was primarily due to the cash ~~outflow~~inflow related to the settlements of derivative instruments of ~~$568 million~~$3.84 billion in the first ~~six~~nine months of 2011 as compared to cash inflows of ~~$1.01 billion~~$769 million in the comparable period and the ~~absence of activity in loans to affiliates in the first six months of 2011 as compared to the $500~~$494 million net increase in loans to affiliates in the ~~comparable~~ 2010 period.

Cash flows provided by financing activities decreased ~~$758~~$247 million from ~~$2.71~~$4.54 billion in the first ~~six~~nine months of 2010 to ~~$1.95~~$4.29 billion in the 2011 period. Short-term financings decreased ~~$96~~$772 million period over period. Collateralized pledged assets decreased ~~$205~~$151 million in the 2011 period as compared to an ~~$894~~$851 million decline in the corresponding 2010 period. Securities sold under agreements to repurchase decreased ~~$67~~$202 million in the 2011 period as compared to a ~~$416 million~~$1.30 billion decline in the corresponding 2010 period. These declines in cash flows were partially offset by increases in deposits net of withdrawals from policyholders’ account balances of ~~$264~~$714 million from ~~$1.31~~$1.95 billion in 2010 as compared to ~~$1.57~~$2.67 billion in 2011 and increases in the changes in collateralized pledged liabilities of ~~$364 million~~$1.40 billion from ~~$299~~$620 million in 2010 to ~~$663 million~~$2.02 billion in the first ~~six~~nine months of 2011.

AXA Financial (the “Holding Company”)

Liquidity Requirements

In 2011, AXA Financial expects to fund most of its and AXA Bermuda’s liquidity and capital needs through additional borrowings from AXA or its affiliates and/or from third parties. While AXA or its affiliates historically have provided funding to AXA Financial, neither AXA nor any affiliate has any obligation to provide AXA Financial with additional liquidity and capital.

AXA Financial’s cash requirements include debt service, operating expenses, taxes, certain employee benefits and the provision of funding to various subsidiaries to meet their capital requirements. AXA Financial paid no cash dividends in 2010 nor in the 2011 period. Due to AXA Financial’s assumption of primary liability from AXA Equitable for all current and future obligations of certain of its benefit plans, AXA Financial pays for such benefits; all such amounts are reimbursed by subsidiaries of AXA Financial.

AXA Financial’s liquidity needs in 2011 and subsequent years will be impacted by, among other things, interest payments on borrowings from AXA and it affiliates and/or from third parties. Such future needs may also include additional loans to and/or investments in its subsidiaries.

Management from time to time explores selective acquisition opportunities in financial advisory, insurance and investment management businesses.

Sources of Liquidity

Sources of liquidity for AXA Financial include (i) dividends principally from AXA Equitable and MONY Life, as well as interest income from AXA Equitable’s surplus notes, payment of which is not assured as the payment is subject to regulatory approval by the NYID, (ii) borrowings from AXA and/or AXA affiliates, (iii) borrowings from third parties, including under AXA Financial’s bank credit facilities and commercial paper program, and (iv) interest, dividends, distributions and/or sales proceeds on investments and other assets. Insurance subsidiaries may be restricted by operation of applicable insurance laws (particularly New York Insurance law in the case of AXA Equitable and MONY Life) from making dividend payments or their own need for funds. In 2010, AXA Financial repaid $780 million of its Senior Notes. The remaining $350 million of Senior Notes mature in 2028.

In second quarter 2011, AXA Financial received $379 million and $56 million of dividends from AXA Equitable and MONY Life, respectively. In fourth quarter 2010, AXA Financial received $300 million and $70 million of dividends from AXA Equitable and MONY Life, respectively.

Existing Credit Facilities and Commercial Paper Programs

In July 13 2011, AXA, AXA Financial and AXA Bermuda entered into a multi-currency revolving credit facility with a number of lending institutions. The credit agreement provides for an unsecured revolving credit facility totaling €4.0 billion (or its equivalent in optional currencies). The maximum amount which may be drawn or utilized by AXA Financial and AXA Bermuda in respect of loans and letters of credit is $1.00 billion in aggregate and with respect to swingline loans $500 million in aggregate for AXA and AXA Financial. AXA Financial and AXA Bermuda may only draw loans denominated in U.S. Dollars. The obligations of AXA Financial and AXA Bermuda are guaranteed by AXA. Loans drawn under the credit agreement may be borrowed for general corporate purposes until its maturity on July 13, 2016, unless extended pursuant to its terms.

In July ~~13,~~ 2011, AXA and AXA Financial terminated a €3.50 billion global revolving credit facility. The letter of credit facility will remain in place until June 8, 2012. The letter of credit facility makes up to $960 million available to AXA Bermuda. At ~~June~~September 30, 2011, no borrowings were outstanding.

In June 2010, AXA and AXA Financial entered into a credit agreement with Citibank. The Credit Agreement calls for a $300 million multicurrency revolving credit facility to be available to AXA Financial for general corporate purposes until its maturity on June 29, 2015.

On December 23, 2010, AXA and AXA Financial entered into a second agreement with Citibank which calls for a $250 million multicurrency revolving credit facility, all of which is available to AXA Financial for general corporate purposes until its maturity on December 23, 2015. At ~~June~~September 30, 2011, no borrowings were outstanding.

In September 2010, AXA and AXA Financial entered into a credit agreement with J. P. Morgan Europe Limited. The credit agreement calls for a $250 million multicurrency revolving credit facility to be available to AXA Financial for general corporate purposes until its maturity on September 17, 2014. At ~~June~~September 30, 2011, no borrowings were outstanding.

In June 2009, AXA Financial and its parent, AXA, initiated a commercial paper program on a private placement basis under which AXA Financial or AXA may issue short-term unsecured notes in an aggregate not to exceed $1.50 billion outstanding at any time. On May 18, 2011 the commercial paper program was increased to a maximum of $2 billion. As of ~~June~~September 30, 2011 there was ~~$487~~$488 million of commercial paper outstanding.

In December 2009, AXA, AXA Financial and AXA Bermuda entered into a credit agreement with a number of major European lending institutions. The credit agreement provides for an unsecured revolving credit facility totaling €1.40 billion (or its equivalent in optional currencies). The obligations of AXA Financial and AXA Bermuda are guaranteed by AXA. Amounts under the credit agreement may be borrowed for general corporate purposes until its maturity date in December 2014. At ~~June~~September 30, 2011, no borrowings were outstanding.

Debt Covenants, Compliance and the Absence of Material Adverse Changes

AXA Financial’s senior debt agreements have covenants regarding change of ownership and certain ratios. There are no material adverse change (“MAC”) clauses in any of AXA Financial’s debt. MAC clauses are specific covenants regarding material financial changes or rating changes that could result in a cancellation of the agreement or default.

Borrowings and Loans

In October 2011, AXA Bermuda issued a $450 million short-term note which matures on November 16, 2011 and a $300 million short-term note which was repaid in November 2011 to AXA Financial. The outstanding note pays interest of 0.47%.

In July ~~25,~~ 2011 AXA issued a $450 million short-term note to AXA Financial. This note pays interest of 0.47% and ~~matures~~was repaid on September 26, 2011.

In March ~~30,~~ 2010, AXA Financial issued subordinated notes to an affiliate, AXA Life Insurance Company, LTD, in the amount of $770 million that mature onin March ~~30,~~ 2020. The proceeds were used to redeem $770 million of affiliate notes issued in July 2004 whose proceeds had been used to fund the MONY Acquisition. The new subordinated notes have an interest rate of LIBOR plus 1.20%.

Securities Lending Program

AXA Financial Group does not have an active securities lending program.

The Insurance Group

Liquidity Requirements

The Insurance Group’s liquidity requirements principally relate to the liabilities associated with its various life insurance and annuity products in its continuing operations; the active management of various economic hedging programs; shareholder dividends to AXA Financial; and operating expenses, including debt service. The Insurance Group’s liabilities include, among other things, the payment of benefits under life insurance and annuity products, as well as cash payments in connection with policy surrenders, withdrawals and loans.

The Insurance Group’s liquidity needs are affected by: fluctuations in mortality; other benefit payments; policyholder-directed transfers from General Account to Separate Account investment options; and the level of surrenders and withdrawals previously discussed in “Results of Continuing Operations by Segment - Financial Advisory/Insurance,” as well as by debt service requirements and dividends to its shareholders.

Each of the members of the Insurance Group is subject to the regulatory capital requirements of its place of domicile, which are designed to monitor capital adequacy. The level of an insurer’s required capital is impacted by many factors including, but not limited to, business mix, product design, sales volume, invested assets, liabilities, reserves and movements in the capital markets, including interest rates and equity markets. At December 31, 2010, the total adjusted capital of each of the members of the Insurance Group was in excess of its respective regulatory capital requirements and management believes that the members of the Insurance Group have (or have the ability to meet) the necessary capital resources to support their business. For additional information, see “Item 1 – Business – Regulation” and “Item 1A – Risk Factors” in the 2010 Form 10-K.

AXA Bermuda - Reinsurance Assumed and Related Hedging Program

The Insurance Group has implemented capital management actions to mitigate statutory reserve strain for certain level term and UL policies with secondary guarantees and GMDB and GMIB riders on the ~~Accumulator®~~Accumulator^® products sold on or after January 1, 2006 and in-force at September 30, 2008 through reinsurance transactions with AXA Bermuda, a wholly-owned subsidiary of AXA Financial.

AXA Equitable, USFL and MLOA receive statutory reserve credits for reinsurance treaties with AXA Bermuda to the extent AXA Bermuda holds assets in an irrevocable trust (the “Trust”) and/or letters of credit. At ~~June~~September 30, 2011, there were ~~$5.23~~$8.38 billion of assets in the irrevocable trust and $2.14 billion in letters of credit. Under the reinsurance transactions, AXA Bermuda is permitted to transfer assets from the Trust under certain circumstances. The level of statutory reserves held by AXA Bermuda fluctuate based on market movements, mortality experience and policyholder behavior. Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could adversely impact liquidity.

In addition, AXA Bermuda utilizes derivative instruments as well as ~~repurchase agreement~~repo transactions that are collectively managed in an effort to reduce the economic impact of unfavorable changes to GMDB and GMIB reserves. The use of such instruments are accompanied by agreements which specify the circumstances under which the parties are required to pledge collateral related to the decline in the estimated fair value of specified instruments. Moreover, under the terms of a majority of the transactions, payments to counterparties related to the change in fair value of the instruments may be required. The amount of collateral pledged and the amount of payments required to be made pursuant to such transactions may increase under certain circumstances, which could adversely impact AXA Bermuda’s liquidity.

In October 2011, AXA Bermuda borrowed $750 million from AXA Financial and $600 million under its existing credit facility in order to fund the settlement of its derivative contracts and the transfer of additional assets to the Trust. In November 2011, AXA Bermuda repaid the $300 million short-term note and AXA Bermuda repaid $600 million borrowed under the credit facility.

Sources of Liquidity

The principal sources of the Insurance Group’s cash flows are premiums, deposits and charges on policies and contracts, investment income, repayments of principal and sales proceeds from its fixed maturity portfolios, sales of other General Account Investment Assets, borrowings from third-parties and affiliates and dividends and distributions from subsidiaries.

The Insurance Group’s primary source of short-term liquidity to support its insurance operations is a pool of liquid, high-quality short-term instruments structured to provide liquidity in excess of the expected cash requirements. In addition, a portfolio of public bonds including U.S. Treasury and agency securities and other investment grade fixed maturities is available to meet the Insurance Group’s liquidity needs. Other liquidity sources include dividends and distributions from AllianceBernstein.

Existing Credit Facilities and Commercial Paper Programs

In February ~~13,~~ 2009, AXA Bermuda entered into an agreement with AXA that makes available a $500 million revolving credit facility. OnIn May 6, 2009, the revolving credit facility was amended to make a total of $1.00 billion available under the facility. During fourth quarter 2010, AXA Bermuda utilized $600 million under this facility: $300 million was repaid before December 31, 2010 and the remaining $300 million was repaid in first quarter 2011. No amounts were outstanding under this facility on ~~June~~September 30, 2011.

On In October 2011, AXA Bermuda utilized $600 million under this facility.

In July ~~17,~~ 2008, AXA Equitable and MONY Life were accepted as members of the Federal Home Loan Bank of New York (“FHLBNY”), which provides these companies with access to collateralized borrowings and other FHLBNY products. At ~~June~~September 30, 2011, there were no outstanding borrowings from FHLBNY.

For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – AXA Financial – Existing Credit Facilities and Commercial Paper Programs.”

Guarantees and Other Commitments

The Insurance Group had approximately ~~$2.21~~$2.16 billion of undrawn letters of credit related to reinsurance as well as ~~$503~~$449 million and ~~$136~~$218 million of commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements at ~~June~~September 30, 2011. For further information on guarantees and commitments, see the “Supplementary Information” section in Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operations in the 2010 Form 10-K.

Statutory Regulation, Capital and Dividends

Several states, including New York, regulate transactions between an insurer and its affiliates under insurance holding company acts. These acts contain certain reporting requirements and restrictions on provision of services and on transactions, such as intercompany service agreements, asset transfers, reinsurance, loans and shareholder dividend payments by insurers. Depending on their size, such transactions and payments may be subject to prior notice to, or approval by, the insurance department of the applicable state.

AXA Equitable, MONY Life and AXA Life are restricted as to the amounts they may pay as dividends to AXA Financial. Under the applicable states’ insurance law, a domestic life insurer may, without prior approval of the Superintendent, pay a dividend to its shareholders not exceeding an amount calculated based on a statutory formula. This formula would permit AXA Equitable, MONY Life and AXA Life to pay shareholder dividends not greater than $380 million, $57 million and $6 million, respectively, during 2011. Payment of dividends exceeding this amount requires the insurer to file notice of its intent to declare such dividends with the Superintendent who then has 30 days to disapprove the distribution.

For ~~second~~third quarter and the first ~~six~~nine months of 2011 and 2010, respectively, AXA Equitable’s, MONY Life’s and AXA Life’s combined statutory net income (loss) totaled ~~$(26)~~$1,054 million, ~~$399~~$1,453 million, ~~$319~~$(53) million and ~~$(167)~~$(221) million. Statutory surplus, capital stock and Asset Valuation Reserve totaled ~~$4.99~~$5.52 billion and $4.88 billion at ~~June~~September 30, 2011 and December 31, 2010, respectively.

In the first ~~six~~nine months of 2011 ~~and 2010,~~ $435 million of shareholder dividends were paid by members of the Insurance Group to AXA ~~Financial.~~

Financial; no shareholder dividends were paid in the first nine months of 2010.

Members of the Insurance Group monitor their capital requirements on an ongoing basis taking into account the prevailing conditions in the capital markets. Lower interest rates and/or poor equity market performance increase the capital needed to support the variable annuity guarantee business. While future capital requirements will depend on future market conditions, management believes that the Insurance Group will continue to have the ability to meet the capital requirements necessary to support its business.

AllianceBernstein

In second quarter 2011, AllianceBernstein purchased an equity portfolio business for $10 million consisting of $6 million of cash payments and $4 million payable over the next two years.

On March 31, 2011, the remaining 50% interest in its Australian joint venture was purchased by AllianceBernstein from AXA and its subsidiaries for $21 million.

For the first ~~six~~nine months of 2011, net cash provided by AllianceBernstein’s operating activities was ~~$44~~$510 million, down ~~$627~~$182 million from the 2010 period, due to a decrease in broker dealer-related net payables and additional seed investments. During the first ~~six~~nine months of 2011, net cash used in investing activities was ~~$36~~$49 million. The ~~$32~~$41 million increase from the comparable 2010 period was principally the result of the purchase of the remaining 50% interest in the Australian joint venture mentioned above. During the first ~~six~~nine months of 2011, net cash used in financing activities decreased ~~$305~~$95 million to ~~$285~~$592 million. The decrease reflects ~~higher issuance~~lower repayment of commercial paper (net of ~~repayments)~~issuances) of ~~$260~~$85 million and lower distributions of ~~$71~~$62 million as a result of lower earnings (distributions on earnings are paid one quarter in arrears) offset by ~~$15~~changes in overdrafts payable of $34 million and $8 million higher purchases of Holding units to fund deferred compensation plans.

At ~~June~~September 30, 2011 and 2010, respectively, AllianceBernstein had ~~$315~~$160 million and ~~$79~~$225 million outstanding under its commercial paper program. No amounts were outstanding under its revolving credit facility nor was any short-term debt outstanding related to SCB LLC bank loans at ~~June~~September 30, 2011.

SUPPLEMENTARY INFORMATION

AXA Financial Group is involved in a number of ventures and transactions with AXA and certain of its affiliates. See Notes 11 and 18 of Notes to the Consolidated Financial Statements in AXA Financial’s 2010 Form 10-K as well as AllianceBernstein’s Report on Form 10-K for the year ended December 31, 2010 for information on related party transactions.

Contractual Obligations

AXA Financial Group’s consolidated contractual agreements include policyholder obligations, long-term debt, loans from affiliates, employee benefits, operating leases and various funding commitments. See the “Supplementary Information – Contractual Obligation” section in Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operations in AXA Financial’s 2010 Form 10-K for additional information.

ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements included herein for a discussion of recently adopted accounting pronouncements. Also see Note 2 to the Consolidated Financial Statements included herein for a discussion of recently issued accounting pronouncements.

~~Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the quantitative and qualitative disclosures about market risk described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2010 Form 10-K.

~~Item 4. CONTROLS AND PROCEDURES~~

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of AXA Financial Group’s disclosure controls and procedures as of ~~June~~September 30, 2011. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that AXA Financial ~~Group's~~Group’s disclosure controls and procedures were effective as of ~~June~~September 30, 2011.

Changes in Internal Control Over Financial Reporting

There has been no change in AXA Financial Group’s internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2011 that has materially affected, or is reasonably likely to materially affect, AXA Financial Group’s internal control over financial reporting.

PART II OTHER INFORMATION

~~PART II~~	~~OTHER INFORMATION~~

Item 1.	Legal Proceedings

See Note 10 to the Consolidated Financial Statements contained herein. Except as disclosed in Note 10 to the Consolidated Financial Statements there have been no new material legal proceedings and no new material developments in legal proceedings previously reported in the 2010 Form 10-K.


	See Note 10 to the Consolidated Financial Statements contained herein. Except as disclosed in Note 10 to the Consolidated Financial Statements there have been no new material legal proceedings and no new material developments in legal proceedings previously reported in the 2010 Form 10-K.

Item 1A.	Risk Factors

You should carefully consider the risks described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010. These risks could materially affect our business, consolidated results of operations or financial condition. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.


	~~There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in the 2010 Form 10-K~~

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

NONE


	~~NONE~~

Item 3.	Defaults Upon Senior Securities

NONE


	~~NONE~~

Item 4.	(Removed and Reserved)

Item 5.

Other Information

NONE

Item 6.

Exhibits


Number
~~Item 5.~~	~~Other Information~~

	~~NONE~~

~~Item 6.~~	~~Exhibits~~

	~~Number~~		Description and Method of Filing

10.1		Credit Agreement, dated as of July 13, 2011, between AXA, AXA Financial, Inc., AXA Financial (Bermuda) Ltd., and the other parties signatory thereto

	31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, AXA Financial, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


						AXA FINANCIAL, INC.

~~Date:~~	~~August 11, 2011~~
Date:		~~By:~~ November 10, 2011		By:	/s/ Richard S. Dziadzio
			~~Name:~~		Name:	Richard S. Dziadzio
			~~Title:~~		Title:	Senior Executive Vice President and
						Chief Financial Officer

Date:		November 10, 2011

~~Date:~~	~~August 11, 2011~~		/s/ Alvin H. Fenichel
			~~Name:~~		Name:	Alvin H. Fenichel
			~~Title:~~		Title:	Senior Vice President and
						Chief Accounting Officer

	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 ¨	Accelerated filer	¨

Non-accelerated filer	x	~~(Do~~ x (Do not check if a smaller reporting company)	Smaller reporting companyo	¨

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.~~
	~~(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.)~~


Item 1.		Consolidated Financial Statements (Unaudited)
		•		· Consolidated Balance Sheets, ~~June~~September 30, 2011 and December 31, 2010		4
		•		· Consolidated Statements of Earnings (Loss), Three Months and ~~Six~~Nine Months Ended ~~June~~September 30, 2011 and 2010		6
		•		· Consolidated Statements of Equity, ~~Six~~Nine Months Ended ~~June~~September 30, 2011 and 2010		7
		•		· Consolidated Statements of Cash Flows, ~~Six~~Nine Months Ended ~~June~~September 30, 2011 and 2010		8
		•		· Notes to Consolidated Financial Statements	10
		10

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			51
		53

Item 3.		Quantitative and Qualitative Disclosures About Market Risk			90
		94

Item 4.		Controls and Procedures			90

~~PART II~~	~~OTHER INFORMATION~~94

PART II		OTHER INFORMATION

Item 1.		Legal Proceedings				95
~~Item 1.~~	~~Legal Proceedings~~				91
Item 1A.		Risk Factors
~~Item 1A.~~	~~Risk Factors~~		91
	95

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			91
		95

Item 3.		Defaults Upon Senior Securities			91
		95

Item 4.		(Removed and Reserved)			91
		95

Item 5.		Other Information			91
		95
~~Item 6.~~	~~Exhibits~~		91

~~SIGNATURES~~	92
Item 6.		Exhibits				95

SIGNATURES						96

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(UNAUDITED)

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

	(In Millions)
REVENUES
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 (loss)		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

BENEFITS AND OTHER DEDUCTIONS
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 commissions		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



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 Fixed Maturities
Contractual Maturities at June 30, 2011

	Amortized Cost			Fair Value

	(In Millions)

Due in one year or less		$	4,024		$	4,094
Due in years two through five			12,758			13,646
Due in years six through ten			13,828			14,697
Due after ten years			4,652			4,863
Subtotal			35,262			37,300
Commercial mortgage-backed securities			1,606			1,192
Residential mortgage-backed securities			2,471			2,582
Asset-backed securities			595			601
Total		$	39,934		$	41,675

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	)


						Page

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
							(In Millions)

Commercial	$	-	$	-	$	-		$	-	$	3,954	$	3,954	$	-
Agricultural		1		-		21			22		1,372		1,394		-
Total Mortgage Loans	$	1	$	-	$	21		$	22	$	5,326	$	5,348	$	-

Impaired Mortgage Loans

			Unpaid					Average		Interest
	Recorded		Principal		Related			Recorded		Income
	Investment		Balance		Allowance			Investment(1)		Recognized

	(In Millions)
June 30, 2011:
With no related allowance recorded:
Commercial mortgage loans - other	$	-	$	-	$	-		$	-	$	-
Agricultural mortgage loans		3		3		-			3		-
Total	$	3	$	3	$	-		$	3	$	-

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

	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	$	54	$	561	$	615
Separate Accounts		N/A		N/A	$	2,919	$	48,400	$	51,319
Net amount at risk, gross		N/A		N/A	$	1,332	$	1,723	$	3,055
Net amount at risk, net of
amounts reinsured		N/A		N/A	$	393	$	1,539	$	1,932
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%

	Direct Liability(1)

	(In Millions)

Balance at January 1, 2011	$	375
Other changes in reserves		13
Balance at June 30, 2011	$	388

Balance at January 1, 2010	$	255
Other changes in reserves		73
Balance at June 30, 2010	$	328

Level 3 Instruments
Fair Value Measurements

				State and				Commercial
				Political		Foreign		Mortgage-			Asset-
	Corporate			Subdivisions		Govts		backed			backed

	(In Millions)

Balance, April 1, 2011	$	505		$	48	$	20	$	1,316		$	144
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		1			-		-		1			-
Investment gains (losses), net		-			-		-		(23	)		-
Increase (decrease) in the fair value
of the reinsurance contracts		-			-		-		-			-
Subtotal		1			-		-		(22	)		-
Other comprehensive income (loss)		2			1		-		(8	)		-
Purchases		100			-		-		-			-
Issuances		-			-		-		-			-
Sales		(9	)		-		-		(94	)		(10	)
Settlements		-			-		-		-			-
Transfers into Level 3(2)		7			-		-		-			-
Transfers out of Level 3(2)		(73	)		-		-		-			-
Balance, June 30, 2011	$	533		$	49	$	20	$	1,192		$	134

Balance, April 1, 2010	$	559		$	48	$	1	$	1,671		$	209
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		1			-		-		1			-
Investment gains (losses), net		-			-		-		(47	)		-
Increase (decrease) in the fair value
of the reinsurance contracts		-			-		-		-			-
Subtotal		1			-		-		(46	)		-
Other comprehensive income (loss)		9			3		-		(21	)		3
Purchases/issuances		106			-		-		-			-
Sales/settlements		(19	)		-		-		(127	)		(9	)
Transfers into/out of Level 3(2)		(70	)		-		-		(4	)		(34	)
Balance, June 30, 2010	$	586		$	51	$	1	$	1,473		$	169

	Redeem-															GWBL
	able			Other			Other			GMIB			Separate			and Other
	Preferred			Equity			Invested			Reinsurance			Accounts			Features
	Stock			Investments(1)			Assets			Asset			Assets			Liability

	(In Millions)

Balance, April 1, 2011	$	11		$	77		$	-		$	1,022		$	212		$	(3	)
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		-			-			-			-			3			-
Investment gains (losses), net		-			-			-			-			-			-
Increase (decrease) in the fair value
of the reinsurance contracts		-			(1	)		-			127			-			-
Policyholders' benefits		-			-			-			-			-			34
Subtotal		-			(1	)		-			127			3			34
Other comprehensive income (loss)		-			(1	)		-			-			-			-
Purchases		-			-			-			13			7			4
Issuances		-			-			-			-			-			-
Sales		-			-			-			(6	)		(1	)		-
Settlements		-			-			-			-			(1	)		-
Transfers into Level 3(2)		-			-			-			-			-			-
Transfers out of Level 3(2)		(8	)		-			-			-			-			-
Balance, June 30, 2011	$	3		$	75		$	-		$	1,156		$	220		$	35

Balance, April 1, 2010	$	29		$	2		$	(7	)	$	945		$	207		$	40
Total gains (losses), realized and
unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		-			-			19			-			-			-
Investment gains (losses), net		8			-			-			-			2			-
Increase (decrease) in the fair value
of the reinsurance contracts		-			-			-			616			-			-
Policyholders' benefits		-			-			-			-			-			132
Subtotal		8			-			19			616			2			132
Other comprehensive income (loss)		-			-			-			-			-			-
Purchases/issuances		-			-			-			6			-			7
Sales/settlements		(28	)		(1	)		-			-			(4	)		-
Transfers into/out of Level 3(2)		-			17			-			-			-			-
Balance, June 30, 2010	$	9		$	18		$	12		$	1,567		$	205		$	179


	Redeemable Preferred Stock		Other Equity Investments⁽¹⁾			Other Invested Assets			GMIB Reinsurance Asset			Separate Accounts Assets			GWBL and Other Features Liability
	(In Millions)

Balance, July 1, 2011	$	3	$	75		$	—		$	1,156		$	220		$	35
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		—		—			8			—			3			—
Investment gains (losses), net		—		—			—			—			—			—
Increase (decrease) in the fair value of the reinsurance contracts		—		—			—			1,155			—			—
Policyholders’ benefits		—		—			—			—			—			205

Subtotal		—		—			8			1,155			3			205

Other comprehensive income (loss)		—		(1	)		—			—			—			—
Purchases		—		—			—			13			2			4
Issuances		—		—			—			—			—			—
Sales		—		(1	)		—			(12	)		(9	)		—
Settlements		—		—			—			—			—			—
Transfers into Level 3⁽²⁾		—		—			—			—			—			—
Transfers out of Level 3⁽²⁾		—		—			—			—			—			—

Balance, September 30, 2011	$	3	$	73		$	8		$	2,312		$	216		$	244


Balance, July 1, 2010	$	10	$	18		$	12		$	1,567		$	205		$	179
Total gains (losses), realized and unrealized, included in:
Earnings (loss) as:
Net investment income (loss)		—		—			—			—			—			—
Investment gains (losses), net		—		—			—			—			4			—
Increase (decrease) in the fair value of the reinsurance contracts		—		—			—			304			—			—
Policyholders’ benefits		—		—			—			—			—			42

Subtotal		—		—			—			304			4			42

Other comprehensive income (loss)		—		—			—			—			—			—
Purchases/issuances		—		—			—			4			—			2
Sales/settlements		—		—			—			—			(3	)		—
Transfers into/out of Level 3⁽²⁾		—		(16	)		(12	)		—			5			—

Balance, September 30, 2010	$	10	$	2		$	—		$	1,875		$	211		$	223

	Earnings (Loss)
					Increase
	Net		Investment		(Decrease) in
	Investment		Gains		Fair Value of					Policy-
	Income		(Losses),		Reinsurance					holders'
	(Loss)		Net		Contracts		OCI			Benefits

	(In Millions)

Level 3 Instruments
Second Quarter 2011
Still Held at June 30, 2011:(1)
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate	$	-	$	-	$	-	$	3		$	-
Commercial mortgage-backed		-		-		-		(9	)		-
Asset-backed		-		-		-		-			-
Redeemable preferred stock		-		-		-		-			-
Other fixed maturities, available-for-sale		-		-		-		-			-
Subtotal	$	-	$	-	$	-	$	(6	)	$	-
Other invested assets		-		-		-		(1	)		-
GMIB reinsurance contracts		-		-		134		-			-
Separate Accounts’ assets		-		3		-		-			-
GWBL and other features’ liability		-		-		-		-			(38	)
Total	$	-	$	3	$	134	$	(7	)	$	(38	)

Level 3 Instruments
Second Quarter 2010
Still Held at June 30, 2010:(1)
Change in unrealized gains (losses):
Fixed maturities, available-for-sale:
Corporate	$	-	$	-	$	-	$	9		$	-
State and political subdivisions		-		-		-		3			-
Commercial mortgage-backed		-		-		-		(20	)		-
Asset-backed		-		-		-		3			-
Redeemable preferred stock		-		-		-		-			-
Other fixed maturities, available-for-sale		-		-		-		-			-
Subtotal	$	-	$	-	$	-	$	(5	)	$	-
Other invested assets		19		-		-		-			-
GMIB reinsurance contracts		-		-		622		-			-
Separate Accounts’ assets		-		1		-		-			-
GWBL and other features’ liability		-		-		-		-			(139	)
Total	$	19	$	1	$	622	$	(5	)	$	(139	)

	June 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value

	(In Millions)

Consolidated:
Mortgage loans on real estate	$	5,289	$	5,459	$	4,826	$	4,950
Other limited partnership interests		1,799		1,799		1,556		1,556
Loans to affiliates		1,278		1,315		1,280		1,292
Policyholders liabilities:
Investment contracts		3,084		3,186		3,179		3,262
Long-term debt		658		729		659		697

Closed Blocks:
Mortgage loans on real estate	$	1,951	$	2,017	$	1,733	$	1,778
Other equity investments		1		1		1		1
SCNILC liability		7		7		7		7

Surrenders and Withdrawals

													Rates(1)
	Three Months Ended						Six Months Ended						Six Months Ended
	June 30,						June 30,						June 30,
	2011			2010			2011			2010			2011			2010

	(Dollars in Millions)

Annuities		$	1,656		$	1,443		$	3,346		$	2,909		6.7	%		6.5	%
Variable and interest-sensitive life			230			215			466			437		4.3	%		4.3	%
Traditional life			131			148			276			299		3.8	%		4.0	%
Total		$	2,017		$	1,806		$	4,088		$	3,645

Fees and Assets Under Management

					At or For the
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010

	(In Millions)

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

ASSETS UNDER MANAGEMENT
Assets by Manager
AllianceBernstein
Third party					$	398,659	$	392,059
General Account and other						36,904		35,795
Insurance Group Separate Accounts						25,465		20,317
Total AllianceBernstein						461,028		448,171

Insurance Group
General Account and other(2)						29,274		30,549
Insurance Group Separate Accounts						71,527		60,902
Total Insurance Group						100,801		91,451

Total by Account:
Third party(1)						398,659		392,059
General Account and other(2)						66,178		66,344
Insurance Group Separate Accounts						96,992		81,219
Total Assets Under Management					$	561,829	$	539,622

General Account Investment Assets
June 30, 2011

									Holding
	Balance								Company
	Sheet Total				Other(1)				Group(2) (4)				GAIA(5)

	(In Millions)
Balance Sheet Captions:
Fixed maturities, available for sale, at fair value(3)		$	43,131			$	79			$	1			$	43,051
Mortgage loans on real estate			5,289				(335	)			-				5,624
Equity real estate			493				(1	)			398				96
Policy Loans			4,906				(147	)			-				5,052
Other equity investments			1,957				379				-				1,579
Trading securities			3,051				521				-				2,530
Other invested assets			1,984				1,971				-				13
Total investments			60,811				2,467				399				57,945
Cash and cash equivalents			4,246				1,465				667				2,114
Debt & other			(1,476	)			896				(836	)			(1,536	)
Total		$	63,581			$	4,828			$	230			$	58,523

Investment Results By Asset Category


	Three Months Ended June 30,
	2011					2010
	Yield(1)		Amount			Yield(1)		Amount


Fixed Maturities:
Investment grade
Income		5.02%	$	487			5.31%	$	503
Ending assets(2)				40,248					38,890
Below investment grade
Income		7.02%		48			6.94%		56
Ending assets(2)				2,803					3,264
Mortgages:
Income		6.54%		86			6.98%		90
Ending assets(3)				5,624					5,281
Equity Real Estate:
Income(4)		22.39%		6			27.40%		6
Ending assets(4)				96					110
Other Equity Investments:
Income		16.91%		61			8.02%		28
Ending assets(5)				1,579					1,431
Policy Loans:
Income		6.31%		77			6.40%		79
Ending assets(6)				5,052					5,100
Cash and Short-term Investments:
Income		0.26%		1			0.08%		1
Ending assets(7)				2,114					4,899
Trading Securities:
Income		15.73%		92			31.97%		112
Ending assets(8)				2,530					1,959
Other Invested Assets:
Income				-					-
Ending assets(9)				13					2

Total Invested Assets:
Income		5.99%		858			6.18%		875
Ending Assets				60,059					60,936

Debt and Other:
Interest expense and other		7.09%		(27	)		7.09%		(26	)
Ending liabilities(10)				(1,536	)				(1,536	)

Total:
Income		5.91%		831			6.03%		849
Investment fees		(0.12)%		(17	)		(0.11)%		(16	)
Income		5.79%	$	814			5.92%	$	833
Ending Net Assets			$	58,523				$	59,400



	Six Months Ended June 30,										Year Ended
	2011					2010					December 31,
	Yield(1)		Amount			Yield(1)		Amount			2010



Fixed Maturities:
Investment grade
Income		5.04%	$	973			5.30%	$	1,003		$	39,224
Ending assets(2)				40,248					38,890
Below investment grade
Income		7.05%		98			6.69%		107
Ending assets(2)				2,803					3,264			2,955
Mortgages:
Income		6.73%		174			6.98%		180
Ending assets(3)				5,624					5,281			5,209
Equity Real Estate:								��
Income(4)		19.16%		12			24.36%		11
Ending assets(4)				96					110			141
Other Equity Investments:
Income		24.16%		166			10.80%		72
Ending assets(5)				1,579					1,431			1,484
Policy Loans:
Income		6.26%		154			6.41%		159
Ending assets(6)				5,052					5,100			5,082
Cash and Short-term Investments:
Income		0.23%		3			0.15%		2
Ending assets(7)				2,114					4,899			3,345
Trading Securities:
Income		6.62%		80			20.62%		140
Ending assets(8)				2,530					1,959			2,502
Other Invested Assets:
Income				2			-		-
Ending assets(9)				13					2			8

Total Invested Assets:
Income		5.83%		1,662			5.86%		1,674
Ending Assets				60,059					60,936			59,950

Debt and Other:
Interest expense and other		6.79%		(53	)		7.09%		(53	)
Ending liabilities(10)				(1,536	)				(1,536	)		(1,836	)

Total:
Income		5.71%		1,609			5.85%		1,621
Investment fees		(0.13)%		(34	)		(0.12)%		(31	)
Income		5.58%	$	1,575			5.73%	$	1,590
Ending Net Assets			$	58,523				$	59,400		$	58,114


	Nine Months Ended September 30,												Year Ended December 31, 2010
	2011						2010
	Yield⁽¹⁾			Amount			Yield⁽¹⁾			Amount

Fixed Maturities:
Investment grade
Income		5.01	%	$	1,460			5.22	%	$	1,491		$	39,224
Ending assets⁽²⁾					40,776						40,287
Below investment grade
Income		7.00	%		147			6.80	%		162
Ending assets⁽²⁾					2,888						3,084			2,955
Mortgages:
Income		6.66	%		263			6.90	%		265
Ending assets⁽³⁾					5,696						5,241			5,209
Equity Real Estate:
Income⁽⁴⁾		19.77	%		16			22.19	%		16
Ending assets⁽⁴⁾					96						115			141
Other Equity Investments:
Income		20.67	%		219			8.88	%		90
Ending assets⁽⁵⁾					1,633						1,438			1,484
Policy Loans:
Income		6.29	%		231			6.42	%		239
Ending assets⁽⁶⁾					5,023						5,103			5,082
Cash and Short-term Investments:
Income		0.22	%		5			0.24	%		6
Ending assets⁽⁷⁾					6,429						3,832			3,345
Trading Securities:
Income		25.34	%		433			19.48	%		239
Ending assets⁽⁸⁾					2,770						2,800			2,502
Other Invested Assets:
Income					(37	)					19
Ending assets⁽⁹⁾					1						28			8

Total Invested Assets:

Income		6.14	%		2,737			6.50	%		2,527
Ending Assets					65,312						61,928			59,950

Debt and Other:
Interest expense and other		6.89	%		(80	)		7.09	%		(80	)
Ending liabilities⁽¹⁰⁾					(1,562	)					(1,562	)		(1,836	)

Total:

Income		6.19	%		2,657			5.79	%		2,447
Investment fees		(0.12	)%		(52	)		(0.11	)%		(45	)

Income		6.07	%	$	2,605			5.68	%	$	2,402

Ending Net Assets				$	63,750					$	60,366		$	58,114

Fixed Maturities by Industry(1)

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value


At June 30, 2011:
Corporate securities:(1)
Finance	$	8,857	$	435	$	22	$	9,270
Manufacturing		7,785		625		26		8,384
Utilities		4,447		341		15		4,773
Services		4,188		319		7		4,500
Energy		1,860		153		-		2,013
Retail and wholesale		1,442		117		2		1,557
Transportation		939		86		7		1,018
Other		49		4		1		52
Total corporate securities		29,567		2,080		80		31,567
U.S. government		5,723		66		111		5,678
Commercial mortgage-backed		1,605		22		436		1,191
Residential mortgage-backed(2)		2,469		112		1		2,580
Preferred stock		1,487		29		61		1,455
State & municipal		568		20		6		582
Foreign government		578		67		-		645
Asset-backed securities		595		16		10		601
Total	$	42,592	$	2,412	$	705	$	44,299

At December 31, 2010:
Corporate securities:(1)
Finance	$	8,605	$	380	$	40	$	8,945
Manufacturing		7,524		566		38		8,052
Utilities		4,582		312		23		4,871
Services		4,032		299		12		4,319
Energy		1,814		152		1		1,965
Retail and wholesale		1,514		106		9		1,611
Transportation		1,026		79		9		1,096
Other		59		4		-		63
Total corporate securities		29,156		1,898		132		30,922
U.S. government		5,179		50		109		5,120
Commercial mortgage-backed		1,807		5		487		1,325
Residential mortgage-backed(2)		2,195		93		1		2,287
Preferred stock		1,704		24		95		1,633
State & municipal		586		11		20		577
Foreign government		581		65		2		644
Asset-backed securities		475		15		12		478
Total	$	41,683	$	2,161	$	858	$	42,986

		Commercial Mortgage-Backed Securities

		June 30, 2011
		Moody's Agency Rating												Total
										Ba and				December 31,
Vintage		Aaa		Aa		A		Baa		Below		Total		2010

		(In Millions)

At amortized cost:
	2004	$	3	$	20	$	41	$	122	$	155	$	341	$	359
	2005		-		15		76		167		363		621		785
	2006		-		-		-		6		413		419		435
	2007		-		-		3		-		221		224		228
Total CMBS		$	3	$	35	$	120	$	295	$	1,152	$	1,605	$	1,807

At fair value:
	2004	$	3	$	21	$	40	$	118	$	132	$	314	$	330
	2005		-		15		67		148		274		504		631
	2006		-		-		-		5		247		252		256
	2007		-		-		2		-		119		121		108
Total CMBS		$	3	$	36	$	109	$	271	$	772	$	1,191	$	1,325

		Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios
		June 30, 2011

		Debt Service Coverage Ratio(1)
												Less		Total
		Greater		1.8x to		1.5x to		1.2x to		1.0x to		than		Mortgage
Loan-to-Value Ratio		than 2.0x		2.0x		1.8x		1.5x		1.2x		1.0x		Loan

		(In Millions)

0% - 50%		$	276	$	85	$	156	$	711	$	225	$	68	$	1,521
50% - 70%			205		232		759		379		185		42		1,802
70% - 90%			105		71		451		700		211		58		1,596
90% plus			60		-		84		24		583		71		822
Total Commercial and Agricultural
	Mortgage Loans	$	646	$	388	$	1,450	$	1,814	$	1,204	$	239	$	5,741