Obligation AXIA 4.35% ( US054561AG00 ) en USD

AXIA

90.25 % ⇌

Etats-unis

US054561AG00 ( en USD )

4.35% par an ( paiement semestriel )

20/04/2028

Prospectus brochure de l'obligation AXA US054561AG00 en USD 4.35%, échéance 20/04/2028

054561AG0

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

20/10/2025 ( Dans 127 jours )

AXA est un groupe d'assurance et de gestion d'actifs français, présent dans le monde entier, offrant une large gamme de produits et services d'assurance, de gestion de patrimoine et d'investissement.

L'Obligation émise par AXIA ( Etats-unis ) , en USD, avec le code ISIN US054561AG00, paye un coupon de 4.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/04/2028

L'Obligation émise par AXIA ( Etats-unis ) , en USD, avec le code ISIN US054561AG00, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AXIA ( Etats-unis ) , en USD, avec le code ISIN US054561AG00, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228689
PROSPECTUS
AXA EQUITABLE HOLDINGS, INC.
Offer to Exchange
$800,000,000 Outstanding 3.900% Senior Notes due 2023
for
$800,000,000 Registered 3.900% Senior Notes due 2023
$1,500,000,000 Outstanding 4.350% Senior Notes due 2028
for
$1,500,000,000 Registered 4.350% Senior Notes due 2028
$1,500,000,000 Outstanding 5.000% Senior Notes due 2048
for
$1,500,000,000 Registered 5.000% Senior Notes due 2048
AXA Equitable Holdings, Inc. is offering to exchange (the "exchange offer") (i) $800,000,000 aggregate principal amount of its outstanding 3.900%
Senior Notes due 2023 (the "Old 3.900% Senior Notes") for a like principal amount of registered 3.900% Senior Notes due 2023 (the "New 3.900% Senior
Notes"), (ii) $1,500,000,000 aggregate principal amount of its outstanding 4.350% Senior Notes due 2028 (the "Old 4.350% Senior Notes") for a like principal
amount of registered 4.350% Senior Notes due 2028 (the "New 4.350% Senior Notes") and (iii) $1,500,000,000 aggregate principal amount of its outstanding
5.000% Senior Notes due 2048 (the "Old 5.000% Senior Notes" and, together with the Old 3.900% Senior Notes and the Old 4.350% Senior Notes, the "Old
Notes") for a like principal amount of registered 5.000% Senior Notes due 2048 (the "New 5.000% Senior Notes" and, together with the New 3.900% Senior
Notes and the New 4.350% Senior Notes, the "New Notes"). As used herein, the term "Notes" shall mean the New Notes together with the Old Notes.
The terms of the New Notes are identical in all material respects to the terms of the Old Notes of the corresponding series, except that the New Notes are
registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not contain restrictions on transfer or provisions relating to additional
interest, will bear different CUSIP numbers from the Old Notes of the corresponding series and will not entitle their holders to registration rights.
No public market currently exists for the Old Notes or the New Notes.
The exchange offer will expire at 5:00 p.m., New York City time, on January 16, 2019 (the "Expiration Date") unless we extend the Expiration Date. You
should read the section called "The Exchange Offer" for further information on how to exchange your Old Notes for New Notes.
See "Risk Factors" beginning on page 34 for a discussion of risk factors that you should consider prior to tendering
your Old Notes in the exchange offer and risk factors related to ownership of the Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date, we will
make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 17, 2018.
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TABLE OF CONTENTS
Certain Important Terms
ii
Prospectus Summary
1
Summary of the Terms of the Exchange Offer
20
Summary of the Terms of the Notes
24
Summary Historical Consolidated Financial Data
27
Summary Unaudited Pro Forma Financial Information
30
Risk Factors
34
Special Note Regarding Forward-Looking Statements and Information
92
The Exchange Offer
95
Use of Proceeds
103
The Reorganization Transactions
104
Recapitalization
106
Selected Historical Consolidated Financial Data
109
Unaudited Pro Forma Condensed Financial Information
112
Management's Discussion and Analysis of Financial Condition and Results of Operations
117
Quantitative and Qualitative Disclosures About Market Risk
199
Business
205
Management
270
Executive Compensation
279
Beneficial Ownership
328
Certain Relationships and Related Party Transactions
331
Description of Notes
348
Exchange Offer; Registration Rights
356
Plan of Distribution
358
Material U.S. Federal Income Tax Considerations
359
Certain ERISA Considerations
360
Validity of the Notes
361
Experts
361
Where You Can Find More Information
361
Glossary
363
Index to Consolidated Financial Statements
F-1
We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus. We
take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This
prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any
jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You
should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. Also, you
should not assume that there has been no change in the affairs of AXA Equitable Holdings, Inc. and its subsidiaries since the date of this
prospectus.
For additional information regarding the availability of this prospectus and other information available upon request, see "Where You Can Find
More Information." If you would like to request copies of these documents, please do so by January 9, 2019 (which is five business days before the
scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.
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CERTAIN IMPORTANT TERMS
We use the following capitalized terms in this prospectus:
·
"AB" or "AllianceBernstein" means AB Holding and ABLP.
·
"AB Holding" means AllianceBernstein Holding L.P., a Delaware limited partnership.
·
"AB Holding Units" means units representing assignments of beneficial ownership of limited partnership interests in AB Holding.
·
"AB Units" means units of limited partnership interests in ABLP.
·
"ABLP" means AllianceBernstein L.P., a Delaware limited partnership and the operating partnership for the AB business.
·
"ACS Life" means AXA Corporate Solutions Life Reinsurance Company, a Delaware corporation and a wholly owned direct subsidiary of
Holdings.
·
"ASV US" means AXA Strategic Ventures US, LLC, a private equity fund established to invest in early-stage companies that are aligned to
our long-term strategy.
·
"AXA" means AXA S.A., a société anonyme organized under the laws of France, the selling stockholder in this offering and our controlling
stockholder. AXA owns 59.2% of our outstanding common stock.
·
"AXA Advisors" means AXA Advisors, LLC, a Delaware limited liability company, our retail broker/dealer for our retirement and
protection businesses and a wholly owned indirect subsidiary of Holdings.
·
"AXA Distributors" means AXA Distributors, LLC, a Delaware limited liability company, our wholesale broker/dealer for our retirement
and protection businesses and a wholly owned indirect subsidiary of Holdings.
·
"AXA Equitable FMG" means AXA Equitable Funds Management Group, LLC, a Delaware limited liability company and a wholly owned
indirect subsidiary of Holdings.
·
"AXA Equitable L&A" means AXA Equitable Life and Annuity Company, a Colorado corporation and a wholly owned indirect subsidiary
of Holdings.
·
"AXA Equitable Life" means AXA Equitable Life Insurance Company, a New York corporation, a life insurance company and a wholly
owned indirect subsidiary of Holdings.
·
"AXA Financial" means AXA Financial, Inc., a Delaware corporation and a wholly owned direct subsidiary of Holdings. On October 1,
2018, AXA Financial merged with and into Holdings, with Holdings assuming the obligations of AXA Financial.
·
"AXA Network" means AXA Network, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Holdings, and
its subsidiary, AXA Network of Puerto Rico, Inc.
·
"AXA Premier VIP Trust" means AXA Premier VIP Trust, a series trust that is a Delaware statutory trust and is registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), as an open-end management investment company.
·
"AXA RE Arizona" means AXA RE Arizona Company, formerly an Arizona corporation and a wholly owned indirect subsidiary of
Holdings, which merged with and into AXA Equitable Life in April 2018.
·
"AXA Tech" means AXA Technology Services America, Inc.
·
"CS Life RE" means CS Life RE Company, an Arizona corporation and a wholly owned indirect subsidiary of Holdings.
·
"EQAT" means EQ Advisors Trust, a series trust that is a Delaware statutory trust and is registered under the Investment Company Act as
an open-end management investment company.
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·
"EQ AZ Life Re" means EQ AZ Life Re Company, an Arizona corporation and a wholly owned indirect subsidiary of Holdings.
·
The "General Partner" means AllianceBernstein Corporation, a Delaware corporation and the general partner of AB Holding and ABLP.
·
"Holdings" means AXA Equitable Holdings, Inc. without its consolidated subsidiaries.
·
"MLOA" means MONY Life Insurance Company of America, an Arizona corporation and a wholly owned indirect subsidiary of Holdings.
·
"Reorganization" means the transactions described under the following headings: "The Reorganization Transactions--Transfer of AXA
Financial Shares," "--Extraction of U.S. Property and Casualty Insurance Business," and "--Transfer of AXA's Interests in AB," but does
not include the AXF Merger (as defined in "The Reorganization Transactions--Transfer of AXA Financial Shares").
·
"Reorganization Transactions" means the Reorganization, the GMxB Unwind, as defined in "The Reorganization Transactions," and the
Recapitalization, as defined in "Recapitalization," collectively.
·
"SCB LLC" means Sanford C. Bernstein & Co., LLC, a registered investment adviser and broker-dealer.
·
"USFL" means U.S. Financial Life Insurance Company, an Ohio corporation and a wholly owned indirect subsidiary of Holdings.
·
"we," "us," "our" and the "Company" mean AXA Equitable Holdings, Inc. and its consolidated subsidiaries, unless the context refers only
to AXA Equitable Holdings, Inc. (which we refer to as "Holdings") as a corporate entity.
For definitions of selected financial and product-related terms used in this prospectus, please refer to "Glossary."
MARKET AND INDUSTRY DATA
This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry
publications and surveys, reports from government agencies, reports by market research firms and our own estimates based on our management's
knowledge of, and experience in, the insurance industry and market segments in which we compete. Third-party industry publications and forecasts
generally state that the information contained therein has been obtained from sources generally believed to be reliable. Our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under the captions "Risk Factors," "Special Note Regarding
Forward-Looking Statements and Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
SERVICE MARKS, TRADEMARKS AND TRADE NAMES
We hold and license various service marks, trademarks and trade names, such as "AXA," "AXA Equitable," "AllianceBernstein," "Bernstein,"
"AB," "Structured Capital Strategies," "Retirement Cornerstone," "Investment Edge," "Income Edge," "EQUI-VEST" and our and AB's logo designs
that we deem particularly important to the advertising activities conducted by each of our businesses. This prospectus also contains trademarks, service
marks and trade names of other companies which are the property of their respective holders. We do not intend our use or display of such names or
marks to imply relationships with, or endorsements of us by, any other company.
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PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. Because this is only a summary, it does not contain all
of the information about the business and the New Notes being exchanged in the offering. You should carefully read the entire prospectus, including
the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as
our annual and interim financial statements included elsewhere in this prospectus, before making an investment decision. For the definitions of
certain capitalized terms used in this prospectus, please refer to "Certain Important Terms" and "Glossary."
Our Company
We are one of America's leading financial services companies and have helped clients prepare for their financial future with confidence since
1859. Our over 12,100 employees and advisors are entrusted with more than $650 billion of assets under management through two complementary
and well-established principal franchises, AXA Equitable Life and AllianceBernstein, providing:
·
Advice and solutions for helping Americans set and meet their retirement goals and protect and transfer their wealth across generations;
and
·
A wide range of investment management insights, expertise and innovations to drive better investment decisions and outcomes for
clients and institutional investors worldwide.
We aim to be a trusted partner to our clients by providing advice, products and services that help them navigate complex financial decisions.
Our financial strength and the quality of our people, their ingenuity and the service they provide help us build relationships of trust with our clients.
We believe that the growing and aging U.S. population, shift of responsibility for retirement planning from employers to individuals and
overall growth in total investable assets will drive significant demand for our products and services going forward. Throughout our long history, we
have embraced change and looked to the future, and we continue to see significant opportunities to find new solutions and new ways to deliver
service to clients within our target markets.
We have a leading position at the intersection of advice, asset management and financial protection that we believe provides our clients with
products and solutions that meet their long-term financial needs and our stockholders with attractive growth prospects. We have market-leading
positions in our four segments:
·
Individual Retirement--We are a leading provider of variable annuity products, which primarily meet the needs of individuals saving
for retirement or seeking retirement income by allowing them to invest in various markets through underlying investment options. As
of September 30, 2018, we had more than 900,000 variable annuity policies in force, representing $105.7 billion of account value
("AV"), which reflects the aggregate policy account value of our products.
·
Group Retirement--We offer tax-deferred investment and retirement plans sponsored by educational entities, municipalities and
not-for-profit entities as well as small and medium-sized businesses. As of September 30, 2018, we had approximately $35.6 billion of
AV. According to LIMRA, for the year ended December 31, 2017, we were the #1 provider by gross premiums of retirement plans to
kindergarten, primary and secondary schools (the "K-12 education market").
·
Investment Management and Research--We are a leading provider of diversified investment management, research and related
services to a broad range of clients around the world. As of September 30, 2018, our Investment Management and Research segment
had approximately $550.4 billion in AUM consisting of 39% equities, 50% fixed income and 11% multi-asset class solutions,
alternatives and other assets.
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·
Protection Solutions--We focus on attractive protection segments such as variable universal life ("VUL") insurance, a universal life
insurance product in which the excess amount paid over policy charges can be directed by the policyholder into a variety of Separate
Account investment options, and indexed universal life ("IUL") insurance, a universal life insurance product that uses an equity-linked
approach for generating policy investment returns. According to LIMRA, for 2017 we ranked fourth in sales overall and first in the
retail channel for VUL insurance and second in the retail channel in the same period for IUL insurance. As of September 30, 2018, we
had approximately 900,000 outstanding policies with a face value of $443 billion. This business provides capital diversification
benefits alongside the longevity profile of our retirement businesses.
We manage our segments in a complementary way. We strive to create value for our clients and stockholders by pricing and managing risks
on the liability side of our balance sheet and by generating attractive risk-adjusted investment returns on the asset side. We leverage our
underwriting, risk management and investment management skills across our segments, General Account and Separate Accounts.
We distribute our products through a premier affiliated and third-party distribution platform with a successful track record of marketing our
innovative and less capital intensive products and solutions allowing us to respond to our clients' evolving needs and manage our capital and risks
responsibly, consisting of:
·
Affiliated Distribution:
·
Our affiliated retail sales force, AXA Advisors, which has over 4,500 licensed financial professionals who advise on retirement,
protection and investment advisory solutions; and
·
More than 200 Bernstein Financial Advisors, who are responsible for the sale of investment products and solutions to Private
Wealth Management clients.
·
Third-Party Distribution:
·
Distribution agreements with more than 1,000 third-party firms including broker-dealers, banks, insurance partners and
brokerage general agencies, giving us access to more than 150,000 financial professionals to market our retirement, protection
and investment solutions; and
·
An AB global distribution team of more than 500 professionals, who engage with our approximately 4,900 retail distribution
partners and more than 500 institutional clients.
We are confident that our market-leading positions, premier distribution platform, competitive products and investment expertise position us
well to continue to generate a diversified and growing stream of earnings, maintain stability through market cycles and generate attractive returns
and strong cash flows for our stockholders.
Our Businesses
Our four segments, Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions, are well-
established and distinct businesses, but complementary to one another. For example, as of September 30, 2018, AB managed 70% of AXA
Equitable Life's General Account and 27% of its Separate Account assets. Our segments allow us to deliver comprehensive services to our clients
and provide us with capital diversification benefits and product development and margin improvement opportunities. As of September 30, 2018,
our retirement and protection businesses had approximately 2.8 million clients, including approximately 760,000 in our Individual Retirement
segment, and AB had approximately 2.5 million client accounts. The diversity of products and services offered by our businesses contributes to
strong retention of financial professionals within AXA Advisors. We report certain activities and items that are not included in our segments in
Corporate and Other.
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Our product approach is to ensure that design characteristics are attractive to both our customers and our stockholders. We currently focus on
products across our businesses that expose us to less market and customer behavior risk, are more easily hedged and, overall, are less capital
intensive than many traditional products. Our current suite of variable annuity products has been redesigned with reduced, floating rate, return of
premium only or no guaranteed minimum living or death benefits (we refer to all forms of variable annuity guaranteed benefits, including
guaranteed minimum living benefits and guaranteed minimum death benefits, as GMxB features). In 2008, most of our variable annuity first year
premium and deposits ("FYP") consisted of sales of variable annuity products with fixed rate GMxB features. In 2017, by comparison, variable
annuity products with fixed rate GMxB features accounted for 1% of FYP. As of September 30, 2018, 46% of the total variable annuity AV in our
Individual Retirement segment was attributable to variable annuity products that included fixed rate GMxB features, with the remaining AV
attributable to variable annuity products with floating rate GMxB features (21% of total variable annuity AV), with return of premium death
benefits only (9% of total variable annuity AV) and with no GMxB features (24% of total variable annuity AV).
Individual Retirement
We are a leading provider of variable annuity products, which are primarily sold to affluent and high net worth individuals saving for
retirement or seeking guaranteed retirement income. We sell our variable annuity products through our affiliated retail sales force and a wide
network of over 600 third-party firms, including banks, broker-dealers and insurance partners, reaching more than 100,000 advisors. As of
December 31, 2017, we ranked third in variable annuity market share based on sales, according to Morningstar, Inc. ("Morningstar"), and our
wholesalers serving third-party firms ranked second in variable annuity sales productivity in the third-party channel, according to preliminary data
from Market Metrics.
We offer variable annuity products that help our clients accumulate wealth and prepare for their retirement income needs. We focus on three
variable annuity products:
·
Structured Capital Strategies, or SCS, a variable annuity with an index-linked feature that offers policyholders growth potential up to a
cap and certain downside protection. This variable annuity does not offer GMxB features, other than a return of premium death benefit
that we have introduced in some versions. For the nine months ended September 30, 2018, SCS sales represented 53% of our total
variable annuity FYP.
·
Retirement Cornerstone, a multi-stage variable annuity that provides both wealth accumulation and guaranteed income and death
benefits for policyholders. Customers have the option to elect a floating rate GMIB guarantee on this product for an additional fee. For
the nine months ended September 30, 2018, Retirement Cornerstone sales represented 35% of our total variable annuity FYP.
·
Investment Edge, primarily a wealth accumulation variable annuity offering a unique tax efficient distribution option. This variable
annuity does not offer any GMxB feature other than an optional return of premium death benefit. For the nine months ended
September 30, 2018, Investment Edge sales represented 7% of our total variable annuity FYP.
We frequently update our existing product benefits as well as introduce new products and benefits to our variable annuity product portfolio to
meet the evolving needs of our clients and better manage the risk of these products. Due to our innovation, our product mix has evolved
considerably since the financial crisis. The majority of our sales in 2017 consisted of products without GMxB features (other than the return of
premium death benefit), and 1% of 2017 FYP had fixed rate guarantees. We believe that our current portfolio of less capital intensive products
offers us an attractive risk-adjusted return.
As of September 30, 2018, we had more than 900,000 variable annuity policies in force, representing approximately $105.7 billion of AV.
This in-force book contains the three primary products described above, as well as other products, which may contain GMxB features.
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To actively manage and protect against the economic risks associated with our in-force GMxB products, our management team has taken a
multi-pronged approach. We use a dynamic hedging strategy to offset changes in the economic liability of our GMxB features due to changes in
equity markets and interest rates (within this strategy we reevaluate our economic exposure at least daily and rebalance our hedge positions
accordingly). In addition to our dynamic hedging strategy, in the fourth quarter of 2017 and the first quarter of 2018, we implemented static hedge
positions (derivatives positions intended to be held to maturity with less frequent rebalancing) to maintain a target asset level for all variable
annuities at or above a CTE98 level under most economic scenarios, and to maintain a CTE95 level even in extreme scenarios. We expect to adjust
from time to time our static equity hedge positions to maintain our target level of CTE protection over time. In addition to these hedging strategies,
we employ various other methods to manage the risks of our in-force variable annuity products, including asset-liability matching, volatility
management tools within the Separate Accounts and an active in-force management program, including buyout offers for certain products.
The Individual Retirement business is an important source of earnings and cash flow for our company, and we believe our hedging strategy
preserves a substantial portion of these cash flows across a wide range of risk scenarios. The primary sources of revenue for the Individual
Retirement segment include fee revenue and investment income.
For the nine months ended September 30, 2018 and the year ended December 31, 2017, Individual Retirement segment revenue was $2.9
billion and $4.4 billion and segment operating earnings were $1.2 billion and $1.3 billion, respectively.
Group Retirement
Our Group Retirement business offers tax-deferred investment products and related solutions to employer-sponsored retirement plans
sponsored by educational and not-for-profit entities (including municipal governments), as well as small and medium-sized businesses. We operate
in the 403(b), 401(k) and 457(b) markets where we sell variable annuities and mutual fund products. As of September 30, 2018, we had
relationships with approximately 26,000 employers and served more than 1.0 million participants, of which approximately 745,000 were educators.
A specialized division of AXA Advisors, the Retirement Benefits Group ("RBG"), is the primary distributor of our products and related solutions
to the education market with 1,000 advisors dedicated to helping educators prepare for retirement as of September 30, 2018. We also distribute
these products and solutions through third-party firms. As of September 30, 2018, we had approximately $35.6 billion of AV.
In Group Retirement, for the year ended December 31, 2017, we were the #1 provider by gross premiums of retirement plans to the K-12
education market, according to LIMRA. The tax exempt 403(b)/457(b) market, which includes our 403(b) K-12 business, accounted for the
majority of sales within the Group Retirement business for the nine months ended September 30, 2018 and represented 75% of Group Retirement
AV, as of September 30, 2018.
The recurring nature of the revenues from our Group Retirement business make this segment an important and stable contributor of earnings
and cash flow to us. The primary sources of revenue for the Group Retirement business include fee revenue and investment income.
For the nine months ended September 30, 2018 and the year ended December 31, 2017, Group Retirement segment revenue was $745 million
and $942 million and segment operating earnings were $287 million and $283 million, respectively.
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Investment Management and Research
Our global Investment Management and Research business provides diversified investment management, research and related solutions to a
broad range of clients around the world. We distribute our investment management products and solutions through three main client channels
--Institutional, Retail and Bernstein Private Wealth Management--and distribute our institutional research products and solutions through
Bernstein Research Services. AB Holding is a master limited partnership publicly listed on the NYSE (symbol: AB). We own an approximate 65%
economic interest in AB. As the general partner of AB, we have the authority to manage and control its business, and accordingly, this segment
reflects AB's consolidated financial results.
Our Investment Management and Research business had approximately $550.4 billion in AUM as of September 30, 2018, composed of 39%
equities, 50% fixed income and 11% multi-asset class solutions, alternatives and other assets. By distribution channel, institutional clients
represented 47% of AUM, while retail and private wealth management clients represented 36% and 17%, respectively, as of September 30, 2018.
Bernstein Research Services has received top Institutional Investor rankings and Bernstein Private Wealth Management ranks among the top
20 wealth management firms in the United States, according to Barron's.
AB has a strong global distribution footprint. For the year ended December 31, 2017, 41% of AB's revenues came from outside the United
States, with a significant portion derived from retail fixed income sales in the Asia region (excluding Japan). We have strong market positions in
many of the region's largest markets. As of December 31, 2017, we had a 38% market share of total retail assets for global managers in Taiwan,
and our market share was 19% in Hong Kong, 25% Korea and 11% in Singapore.
Additionally, over the past several years AB has significantly broadened and strengthened its product portfolio, introducing more than 100
new and enhanced offerings since 2009. These services account for approximately 30% of AB's AUM as of September 30, 2018. Examples include
our Select Equities and U.S. and Global Concentrated Equity services, our middle markets private lending service, and our real estate private equity
and debt service.
We and other AXA affiliates, collectively, are AB's largest client. We represented 17% of AB's total AUM as of September 30, 2018 and 3%
of AB's net revenues for the nine months ended September 30, 2018. AXA and its affiliates other than us represented 6% of AB's total AUM as of
September 30, 2018 and 2% of AB's net revenues for the nine months ended September 30, 2018. Additionally, AXA and its affiliates (including
us) have made seed investments in various AB investment services.
The primary sources of revenue for the Investment Management and Research segment include investment advisory and services fees
calculated as a percentage of AUM and commissions received for providing equity research and brokerage-related services to institutional
investors.
For the nine months ended September 30, 2018 and the year ended December 31, 2017, Investment Management and Research segment
revenue was $2.6 billion and $3.2 billion and segment operating earnings were $274 million and $211 million, respectively (reflecting our
approximately 65% and 47% economic interest in AB as of September 30, 2018 and December 31, 2017, respectively).
Protection Solutions
Our Protection Solutions business includes our life insurance and employee benefits businesses.
We offer a targeted range of life insurance products aimed at serving the financial needs of our clients throughout their lives. Our product
offerings include VUL, IUL and term life products, which represented 49%,
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424B3
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350...
Table of Contents
40% and 9% of our total life insurance annualized premium, respectively, for the nine months ended September 30, 2018. Our life insurance
products are primarily designed to help affluent and high net worth individuals as well as small and medium-sized business owners protect and
transfer their wealth and are primarily distributed through AXA Advisors and select third-party firms. Our Protection Solutions segment benefits
from a long-term, stable distribution relationship with AXA Advisors.
As of September 30, 2018, we had approximately 900,000 outstanding life insurance policies with a face value of $443 billion. In 2017, our
VUL sales ranked fourth in the total U.S. market and first in the retail channel, and our IUL sales ranked second in the retail channel, according to
LIMRA.
Our life insurance business provides a stable source of cash flows through its in-force book. In addition, the underlying mortality profile of
our life insurance business complements the longevity profile in our individual and group retirement businesses, resulting in significant capital
diversification benefits under our internal economic model, RBC and rating agency frameworks, allowing us to hold less capital than those
frameworks would otherwise require for our individual and group retirement businesses alone.
In 2015, we entered the employee benefits business. We currently offer a suite of life, short and long-term disability, dental and vision
insurance products to small and medium-sized businesses. We believe our employee benefits business will further augment our offerings to small
and medium-sized businesses and is differentiated by a best-in-class technology platform. We sell our employee benefits products through AXA
Advisors and third-party firms, including regional, national and local brokers.
The primary sources of revenue for our Protection Solutions segment include policy fees, premiums and investment income.
For the nine months ended September 30, 2018 and the year ended December 31, 2017, Protection Solutions segment revenue was $2.4
billion and $3.1 billion and segment operating earnings were $160 million and $502 million, respectively.
Corporate and Other
Corporate and Other includes certain of our financing and investment expenses. It also includes the AXA Advisors broker-dealer business,
closed block of life insurance (the "Closed Block"), run-off variable annuity reinsurance business, run-off group pension business, run-off health
business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments,
indebtedness, interest expense and corporate expense. AB's results of operations are reflected in the Investment Management and Research
segment. Accordingly, Corporate and Other does not include any items applicable to AB. For the nine months ended September 30, 2018 and the
year ended December 31, 2017, operating revenue for Corporate and Other was $861 million and $1.2 billion and operating loss for Corporate and
Other was $266 million and $213 million, respectively.
Market Opportunities
Global asset accumulation markets continued their strong recent growth trend with total AUM reaching $93.8 trillion, up 15.6% year over
year, including in the North American market, where total AUM increased by 15.1% year-over-year to $54.5 trillion as of December 31, 2017,
according to Willis Towers Watson. In addition, the United States has experienced a decline in the traditional employer-based defined benefit
retirement plan system which has raised concerns about the sustainability of safety nets historically provided by governments such as Social
Security and employer-sponsored defined benefit plans. These trends have increased the need for Americans to prepare and plan for their own long-
term financial security. Our complementary businesses are
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