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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-11166

AXA Financial, Inc.

(Exact name of registrant as specified in its charter)


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)

(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.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 10, 2011, 436,192,949 shares of the registrant’s Common Stock were outstanding.

AXA FINANCIAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

TABLE OF CONTENTS


			Page

PART I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)
	•	Consolidated Balance Sheets, September 30, 2011 and December 31, 2010		4
	•	Consolidated Statements of Earnings (Loss), Three Months and Nine Months Ended September 30, 2011 and 2010		6
	•	Consolidated Statements of Equity, Nine Months Ended September 30, 2011 and 2010		7
	•	Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2011 and 2010		8
	•	Notes to Consolidated Financial Statements		10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			53

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			94

Item 4.	Controls and Procedures			94

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings			95

Item 1A.	Risk Factors			95

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			95

Item 3.	Defaults Upon Senior Securities			95

Item 4.	(Removed and Reserved)			95

Item 5.	Other Information			95

Item 6.	Exhibits			95

SIGNATURES				96

FORWARD-LOOKING STATEMENTS

Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon AXA Financial and its subsidiaries. There can be no assurance that future developments affecting AXA Financial and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) disruption in the financial markets and general economic conditions, particularly in light of the recent financial crisis; (ii) equity market declines and volatility causing, among other things, a reduction in the demand for our subsidiaries products, a reduction in the revenue derived by our subsidiaries from asset-based fees, a reduction in the value of securities held for investment, including the investment in AllianceBernstein, an acceleration in DAC and VOBA amortization and an increase in the liabilities related to annuity contracts offering enhanced guarantee features, which may lead to changes in the fair value of our GMIB reinsurance contracts, causing our earnings to be volatile; (iii) changes in interest rates causing, among other things, a reduction in our portfolio earnings, a reduction in the margins on interest sensitive annuity and life insurance contracts and an increase in the reserve requirements for such products, and a reduction in the demand for the types of products offered by our subsidiaries; (iv) ineffectiveness of our reinsurance and hedging programs to protect against the full extent of the exposure or loss we seek to mitigate; (v) changes to statutory reserves and/or risk based capital requirements; (vi) AXA Financial’s reliance on dividends and distributions from its subsidiaries and borrowings from third parties and AXA for most of its liquidity and capital needs; (vii) the applicable regulatory restrictions on the ability of its subsidiaries to pay such dividends or distributions; (viii) liquidity of certain investments; (ix) investment losses and defaults, and changes to investment valuations; (x) changes in assumptions related to deferred policy acquisition costs, valuation of business acquired or goodwill; (xi) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or market returns and the assumptions used in pricing products, establishing liabilities and reserves or for other purposes; (xii) counterparty non-performance; (xiii) changes in our insurance companies’ claims-paying or credit ratings; (xiv) adverse determinations in litigation or regulatory matters; (xv) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (xvi) changes in tax law; (xvii) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xviii) changes in statutory reserve requirements; (xix) changes in accounting standards, practices and/or policies; (xx) the effects of business disruption or economic contraction due to terrorism, other hostilities, pandemics, or natural or man-made catastrophes; (xxi) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (xxii) the perception of our brand and reputation in the marketplace; (xxiii) the impact on our subsidiaries’ businesses resulting from changes in the demographics of their client base, as baby-boomers move from the asset-accumulation to the asset-distribution stage of life; (xxiv) the impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; (xxv) significant changes in securities market valuations affecting fee income, poor investment performance resulting in a loss of clients or other factors affecting the performance of AllianceBernstein; and (xxvi) other risks and uncertainties described from time to time in AXA Financial’s filings with the SEC.

AXA Financial does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2010 and elsewhere in this report for discussion of certain risks relating to its businesses.

PART I FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements

AXA FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	September 30,		December 31,
	2011		2010
	(In Millions)
ASSETS
Investments:
Fixed maturities available for sale, at fair value	$	44,383	$	41,798
Mortgage loans on real estate		5,316		4,826
Equity real estate, held for the production of income		490		540
Policy loans		4,884		4,930
Other equity investments		1,923		1,727
Trading securities		3,287		2,990
Other invested assets		4,003		1,863

Total investments		64,286		58,674
Cash and cash equivalents		9,953		4,436
Cash and securities segregated, at fair value		1,194		1,110
Broker-dealer related receivables		1,474		1,389
Deferred policy acquisition costs		5,720		8,682
Goodwill and other intangible assets, net		5,263		5,282
Value of business acquired		354		384
Amounts due from reinsurers		4,264		4,293
Loans to affiliates		1,277		1,280
Other assets		5,561		4,262
Separate Accounts’ assets		84,182		94,125


Total Assets	$	183,528	$	183,917


LIABILITIES
Policyholders’ account balances	$	28,793	$	27,900
Future policy benefits and other policyholders liabilities		29,880		27,559
Broker-dealer related payables		3,270		2,962
Customers related payables		1,709		1,770
Short-term and long-term debt		1,314		1,454
Loans from affiliates		5,056		5,376
Income taxes payable		3,285		1,687
Other liabilities		8,057		6,291
Separate Accounts’ liabilities		84,182		94,125

Total liabilities		165,546		169,124

Commitments and contingent liabilities (Note 10)

AXA FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS - CONTINUED

(UNAUDITED)


	September 30,			December 31,
	2011			2010
	(In Millions)
EQUITY
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		726			685
Retained earnings		14,378			11,456
Accumulated other comprehensive income (loss)		(388	)		(764	)
Treasury shares, at cost		(17	)		(23	)

Total AXA Financial, Inc. equity		14,703			11,358

Noncontrolling interest		3,279			3,435

Total equity		17,982			14,793

Total Liabilities and Equity	$	183,528		$	183,917

See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(UNAUDITED)


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


BENEFITS AND OTHER DEDUCTIONS
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 commissions		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

See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY

NINE MONTHS ENDED SEPTEMBER 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		41			37

Capital in excess of par value, end of period		726			686


Retained earnings, beginning of year		11,456			11,401
Net earnings (loss)		2,922			1,576

Retained earnings, end of period		14,378			12,977


Accumulated other comprehensive income (loss), beginning of year		(764	)		(1,347	)
Other comprehensive income (loss)		376			1,085

Accumulated other comprehensive income (loss), end of period		(388	)		(262	)


Treasury shares at cost, beginning of year		(23	)		(34	)
Changes in treasury shares		6			11

Treasury shares at cost, end of period		(17	)		(23	)


Total AXA Financial, Inc. equity, end of period		14,703			13,382


Noncontrolling interest, beginning of year		3,435			3,568
Purchase of AllianceBernstein Units by noncontrolling interest		1			4
Repurchase of AllianceBernstein Holding units		(80	)		(76	)
Purchase of noncontrolling interest in consolidated entity		(30	)		(5	)
Net earnings (loss) attributable to noncontrolling interest		135			126
Dividends paid to noncontrolling interest		(218	)		(255	)
Other comprehensive income (loss) attributable to noncontrolling interest		(11	)		13
Other changes in noncontrolling interest		47			57


Noncontrolling interest, end of period		3,279			3,432


Total Equity, End of Period	$	17,982		$	16,814

See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(UNAUDITED)


	2011			2010
	(In Millions)

Net earnings (loss)	$	3,057		$	1,702
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances		798			789
Universal life and investment-type product policy fee income		(2,659	)		(2,414	)
Net change in broker-dealer and customer related receivables/payables		(209	)		(408	)
(Income) loss related to derivative instruments		(6,227	)		(2,124	)
Investment (gains) losses, net		15			230
Change in segregated cash and securities, net		(84	)		245
Change in deferred policy acquisition costs and value of business acquired		2,918			381
Change in future policy benefits		1,956			1,795
Change in income taxes payable		1,368			372
Contribution to Pension Plans		(764	)		(224	)
Change in fair value of reinsurance contracts		(1,089	)		(894	)
Change in accounts payable and accrued expenses		47			397
Amortization of deferred compensation		170			127
Amortization of deferred sales commission		29			36
Other depreciation and amortization		147			175
Amortization of other intangibles		30			29
Other, net		199			(19	)


Net cash provided by (used in) operating activities		(298	)		195


Cash flows from investing activities:
Maturities and repayments of fixed maturities and mortgage loans on real estate		4,597			2,081
Sales of investments		14,363			16,738
Purchases of investments		(21,396	)		(21,729	)
Cash settlements related to derivative instruments		3,836			769
Decrease in loans to affiliates		450			500
Increase in loans to affiliates		(450	)		(6	)
Change in short-term investments		5			(29	)
Change in capitalized software, leasehold improvements and EDP equipment		(68	)		(37	)
Other, net		188			(51	)


Net cash provided by (used in) investing activities		1,525			(1,764	)

AXA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 - CONTINUED

(UNAUDITED)


	2011			2010
	(In Millions)

Cash flows from financing activities:
Policyholders’ account balances:
Deposits and transfers from Separate Accounts	$	3,338		$	2,546
Withdrawals		(672	)		(594	)
Change in short-term financings		42			814
Repayments of long-term debt		—			(780	)
Repayment of loans from affiliates		(301	)		—
Change in securities sold under agreements to repurchase		202			1,302
Change in securities sold under resale agreements		(115	)		—
Change in collateralized pledged assets		151			851
Change in collateralized pledged liabilities		2,019			620
Repurchase of AllianceBernstein Holding Units		(146	)		(137	)
Distribution to noncontrolling interests in consolidated subsidiaries		(218	)		(255	)
Other, net		(10	)		170


Net cash provided by (used in) financing activities		4,290			4,537


Change in cash and cash equivalents		5,517			2,968
Cash and cash equivalents, beginning of year		4,436			3,039


Cash and Cash Equivalents, End of Period	$	9,953		$	6,007


Supplemental cash flow information:
Interest Paid	$	120		$	145

Income Taxes (Refunded) Paid	$	(66	)	$	24

See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1)	ORGANIZATION AND BASIS OF PRESENTATION

The preparation of the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. The accompanying unaudited interim consolidated financial statements reflect all adjustments necessary in the opinion of management for a fair presentation of the consolidated financial position of AXA Financial Group and its consolidated results of operations and cash flows for the periods presented. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation. These statements should be read in conjunction with the audited consolidated financial statements of AXA Financial Group for the year ended December 31, 2010. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for the full year.

AllianceBernstein engages in open-market purchases of Holding units to help fund anticipated obligations under its incentive compensation award program and purchases of Holding units from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards. During the third quarter and first nine months of 2011, AllianceBernstein purchased 3.0 million and 7.7 million Holding units for $45 million and $146 million, respectively. These amounts reflect open-market purchases of 3.0 million and 7.6 million Holding units for $45 million and $144 million, respectively, with the remainder relating to employee tax withholding purchases, offset by Holding units purchased by employees as part of a dividend reinvestment election. AllianceBernstein intends to continue to engage in open-market purchases of Holding units to help fund anticipated obligations under its incentive compensation award program.

AllianceBernstein granted approximately 100,000 and 2 million restricted Holding unit awards to employees during the third quarter and first nine months of 2011, respectively, for retention and recruitment purposes. To fund these awards, AB Holding allocated previously repurchased Holding units that had been held in the consolidated rabbi trust. There were approximately 7.4 million unallocated Holding units remaining in the consolidated rabbi trust as of September 30, 2011. The purchase and issuance of Holding units resulted in an increase of $45 million in Capital in excess of par value with a corresponding $45 million decrease in Noncontrolling interest.

At September 30, 2011 and December 31, 2010, AXA Financial Group’s economic interest in AllianceBernstein was 45.4% and 44.3%, respectively. At September 30, 2011 and December 31, 2010, respectively, AXA and its subsidiaries’ economic interest in AllianceBernstein (including AXA Financial Group) was approximately 63.1% and 61.4%.

In second quarter 2011, AllianceBernstein acquired Pyrander Capital Management LLC, an investment management company. The purchase price of this acquisition was $10 million, consisting of $6 million of cash payments and $4 million payable over the next two years.

In the first quarter of 2011, AXA sold its 50% interest in AllianceBernstein’s consolidated Australian joint venture to an unaffiliated third party as part of a larger transaction. On March 31, 2011, AllianceBernstein purchased that 50% interest from the unaffiliated third party, making this Australian entity a wholly-owned subsidiary. AllianceBernstein purchased the remaining 50% interest for $21 million. As a result, AXA Financial Group’s Noncontrolling interest decreased $26 million and AXA Financial, Inc.’s equity increased $5 million.

The terms “third quarter 2011” and “third quarter 2010” refer to the three months ended September 30, 2011 and 2010, respectively. The terms “first nine months of 2011” and “first nine months of 2010” refer to the nine months ended September 30, 2011 and 2010, respectively.

2)	ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS

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.

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


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

The contractual maturities of AFS fixed maturities (excluding redeemable preferred stock) at 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 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 nine months of 2011 and 2010, proceeds received on sales of fixed maturities classified as AFS amounted to $537 million and $1,110 million, respectively. Gross gains of $16 million and $35 million and gross losses of $8 million and $36 million were realized on these sales for the first nine months of 2011 and 2010, respectively. The change in unrealized investment gains (losses) related to fixed maturities classified as AFS for the first nine months of 2011 and 2010 amounted to $1,101 million and $2,517 million, respectively.

AXA Financial recognized OTTI on AFS fixed maturities as follows:

		$(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						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:


	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


	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⁾	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.


	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⁾	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


	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⁾	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.


	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⁾	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 589 issues at 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)

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 0.28% of total investments. The largest exposures to a single issuer of corporate securities held at 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 September 30, 2011 and December 31, 2010, respectively, approximately $2,853 million and $2,919 million, or 6.8% and 7.2%, of the $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 $592 million and $471 million at 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 September 30, 2011 and December 31, 2010, respectively, the Insurance Group owned $36 million and $42 million in RMBS backed by subprime residential mortgage loans and $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 September 30, 2011, the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was $32 million.

For the third quarter and first nine months of 2011 and 2010, investment income is shown net of investment expenses of $48 million, $111 million, $36 million and $100 million, respectively.

At September 30, 2011 and December 31, 2010, respectively, the amortized cost of AXA Financial Group’s trading account securities was $3,162 million and $3,076 million with respective fair values of $3,287 million and $2,990 million. Included in the trading classification at September 30, 2011 and December 31, 2010, respectively, were U.S. Treasury securities with aggregate amortized costs of $2,575 million and $2,594 million and fair values of $2,756 million and $2,485 million, pledged under repos accounted for as collateralized borrowings and reported in Broker-dealer related payables in the consolidated balance sheets. Also at 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 $45 million and $43 million and costs of $51 million and $42 million as well as other equity securities with carrying values of $22 million and $28 million and costs of $22 million and $30 million.

In the third quarter and first 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 $(80) million, $(71) million, $45 million and $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 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 $59 million and $16 million for commercial and $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 nine months of 2011 are as follows:

		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 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

⁽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 September 30, 2011.

Age Analysis of Past Due Mortgage Loans

		$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 September 30, 2011 and December 31, 2010, respectively.

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.

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, swaptions, variance swaps, equity options as well as 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 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.

Since the beginning of 2010, the Insurance Group periodically, including at September 30, 2011, has had in place 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

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

—

1,280

Swaps

1,778

132

215

Options

1,780

(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

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⁾	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.


	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. 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 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 $762 million. At 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 $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 $29 million. All exchange-traded futures contracts are net cash settled daily. All outstanding equity-based and treasury futures contracts at 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 September 30, 2011 and December 31, 2010, respectively, AXA Financial Group held $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 September 30, 2011 and December 31, 2010, respectively, were $65 million and $158 million for which AXA Financial Group had posted collateral of $60 million in 2011 and $209 million in 2010, in the normal operation of its collateral arrangements. If the investment grade related contingent features had been triggered on 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:


	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 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:


	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:


	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 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:


	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

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);

•

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		(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:


	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 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

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

3% - 6

3% - 6.5

GMIB:

Account values invested in:

General Account

N/A

572

626

Separate Accounts

N/A

2,459

41,689

44,148

Net amount at risk, gross

N/A

2,070

8,987

11,057

Net amount at risk, net of amounts reinsured

N/A

609

7,832

8,441

Weighted average years remaining until annuitization

N/A

0.6

5.1

Range of contractually specified interest rates

N/A

3% - 6

3% - 6.5

The GWBL and other guaranteed benefits related liability, not included above, was $244 million and $38 million at 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.

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


	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

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^® 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, swaptions, 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 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 September 30, 2011, the total account value and net amount at risk of the hedged variable annuity contracts were $51,121 million and $18,545 million, respectively, with the GMDB feature and $37,801 million and $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.

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’ liabilities:


	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

⁽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 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	)
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

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

AXA FINANCIAL INC 10-Q