Obligation Equitable Holdings Corp 5% ( US054561AM77 ) en USD

Equitable Holdings Corp

89.462 % ▼

Etats-unis

US054561AM77 ( en USD )

5% par an ( paiement semestriel )

19/04/2048

Prospectus brochure de l'obligation Equitable Holdings Inc US054561AM77 en USD 5%, échéance 19/04/2048

054561AM7

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

20/04/2026 ( Dans 125 jours )

Equitable Holdings, Inc. est une société de services financiers diversifiée offrant des solutions d?assurance-vie, de retraite et d?investissement aux particuliers et aux entreprises aux États-Unis.

L'Obligation émise par Equitable Holdings Corp ( Etats-unis ) , en USD, avec le code ISIN US054561AM77, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/04/2048

L'Obligation émise par Equitable Holdings Corp ( Etats-unis ) , en USD, avec le code ISIN US054561AM77, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Equitable Holdings Corp ( Etats-unis ) , en USD, avec le code ISIN US054561AM77, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3
424B3 1 d649406d424b3.htm 424B3
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.
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3
Table of Contents
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.

i
Table of Contents
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.

https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3

·
"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.

ii
Table of Contents

·
"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.
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3
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.

iii
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3

· 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.

1
Table of Contents
· 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.
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3

2
Table of Contents
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.

3
Table of Contents
To actively manage and protect against the economic risks associated with our in-force GMxB products, our management team has taken a
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3
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.

4
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3
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%,

5
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,
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3
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

6
Table of Contents
designed to provide affluent and high net worth Americans with the guidance, products and solutions they need to achieve their wealth accumulation
and retirement income goals. We believe the following long-term trends will continue to favorably impact our business over time.
Continued rapid growth in the retirement-aged U.S. population. Technological advances and improvements in healthcare are projected to
continue to contribute to increasing average life expectancy, and aging individuals must be prepared to fund retirement periods that will last longer
than previously anticipated. The U.S. Census Bureau estimated that approximately 15% of the population was 65 years of age or older in 2016,
compared to approximately 9% in 1960. This segment of the population is estimated to double from approximately 49 million in 2016 to more than
98 million by 2060, and it is expected to represent approximately 24% of the overall population, as the youngest members of the "baby boomer"
generation continue to reach retirement age.
Shifting retirement savings landscape. The Employee Benefit Research Institute estimates that the proportion of private sector workers
participating only in a defined benefit plan declined from 28% in 1979 to 2% in 2014. Increased life expectancy, coupled with this transition away
from defined benefit plans, has shifted the responsibility for retirement savings and income planning from employers to individuals. We expect that
this shift in responsibility will drive demand for our products and services including wealth accumulation, income producing investments and
financial advice.
Expected growth in retirement assets. U.S. retirement assets are estimated to increase by 5.2% per year from 2016 through 2021 to $29 trillion,
with assets in the not-for-profit/governmental defined contribution sector projected to grow slightly faster at 6.6% for the same period. We believe
that our retirement focused asset accumulation business will continue to benefit from this trend.
Strong need for financial planning advice. According to a recent McKinsey & Co. survey, roughly half of U.S. consumers with more than
$100,000 in liquid financial assets surveyed said that they would prefer to purchase life insurance through an agent or advisor, even if they may start
their research online. We believe that due to the complexity of financial planning, many consumers will continue to seek advice in connection with
the purchase of these products, providing companies with broad distribution platforms and in-house advice capabilities a competitive advantage.
We believe that these trends, together with our competitive strengths and strategy discussed below, provide us an opportunity to increase the
value of our business.
Our Competitive Strengths
Our two well-established principal franchises, AXA Equitable Life and AllianceBernstein, have a history of agility and innovation. At a time
of significant challenges for investors--increased regulation, new technologies and a likely continued low yield environment--the ability to develop
new creative solutions is critical for meeting clients' needs and growing our businesses. Our company has a long history of developing innovative
solutions, including introducing variable life insurance to the U.S. market, being one of the pioneers in performance fees for actively managed funds
and launching our SCS product. Through Bernstein Research, we have a strong reputation for demonstrating that deeper research results in greater
investment value.
Our strong balance sheet provides confidence for the future. We believe the strength of our balance sheet and the statutory capitalization of
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

424B3
our insurance companies provide confidence to our clients and business partners and help position us for continued growth. In particular:

· In 2017, we increased the statutory capital and reserves of our retirement and protection businesses by approximately $2.3 billion,

improving our ability to withstand adverse economic scenarios.

7
Table of Contents
Additionally, in April 2018, we effected the unwind of the reinsurance provided to AXA Equitable Life by AXA RE Arizona for certain

variable annuities with GMxB features. As of June 30, 2018, our insurance company subsidiaries had statutory TAC of approximately
$9.6 billion, resulting in a Combined RBC Ratio in excess of 700%;

· We target maintaining an asset level for all variable annuities at or above a CTE98 level under most economic scenarios and an RBC ratio

of 350-400% for non-variable annuity insurance liabilities, which, combined with the variable annuity capital, would result in a Combined
RBC Ratio in excess of 500%; and

· We have a diversified, high quality $78.9 billion investment portfolio as of September 30, 2018, including $43.8 billion in fixed maturities

classified as available-for-sale, of which 97% are investment grade rated.
Our business generates significant cash and we have in place a hedging program to protect our cash flows even in adverse economic
scenarios. Our two principal operating companies are well established and have been generating, and are expected to continue to generate, significant
cash, enabling us to pay dividends, provide capital needed to support our business and service our debt over time. From 2014 to 2016, Holdings and
AXA Financial received net distributions from our subsidiaries of $2.6 billion. In 2017, in accordance with our agreement with the NYDFS and in
preparation for the IPO (as defined below), Holdings and AXA Financial collectively made $2.3 billion in aggregate capital contributions to AXA
Equitable Life and AXA RE Arizona. In 2018, Holdings has received net distributions from its subsidiaries of $1.3 billion as of November 1, 2018. In
addition, we have implemented a hedging program intended to protect our variable annuity assets and statutory capital in the event of adverse
economic scenarios.
Our leading retirement businesses are well-positioned to grow. There is a growing need for financial products that provide retirement income
as well as a measure of protection against equity market volatility. In both the affluent and high net worth markets and in the K-12 education market,
we believe that we are well-positioned to benefit from the growing and aging U.S. population and the continued shift away from defined benefit
plans.

· For affluent and high net worth clients approaching retirement, our individual retirement products offer customers protection against

market volatility and help instill confidence that their income needs will be satisfied in their retirement years.

· In our Group Retirement business, we are the leading provider of retirement products and related solutions for the growing 403(b) K-12

education market. Our nationwide footprint of advisors provides valuable advisory services to a wide range of clients in the education
market saving for retirement.
Our Investment Management and Research business is strategically positioned to grow. We believe our Investment Management and
Research business is well-positioned to navigate an evolving environment in which growth in passive strategies is pressuring fees for many active
asset managers. We sell products and solutions that are difficult to replicate through passive mechanisms, including many of our credit, multi-asset
and alternative strategies. We are present in markets worldwide, many of which have been less affected by the growth of passive investment options,
such as parts of Asia. Additionally, a significant majority of our active equity and fixed income assets are in services that regularly exceed their
benchmarks for the three-year performance period. The combination of relevance and performance has resulted in an annual organic growth rate for
AB that has exceeded the average of AB's closest asset manager peers for the past three years.
Our Protection Solutions business is well established and has growth potential in select segments. We are one of the leading life insurance
providers in the United States, specifically with respect to VUL and IUL, and are committed to disciplined underwriting. Our in-force portfolio
provides diversification on our statutory capital

8
Table of Contents
https://www.sec.gov/Archives/edgar/data/1333986/000119312518350702/d649406d424b3.htm[12/17/2018 1:25:02 PM]

Document Outline

#1">
- #1">