UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Commission File Number 0-25280

AXA EQUITABLE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

New York		13-5570651
(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)

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

Securities registered pursuant to Section 12(b) of the Act:

		Name of each exchange on
Title of each class		which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $1.25 Per Share)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o      No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o      No þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those sections.

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 þ      No o

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 o      No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

      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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer   þ (do not check if a smaller reporting company)		Smaller reporting company o

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

No voting or non-voting common equity of the registrant is held by non-affiliates of the registrant as of June 30, 2009.

As of March 10, 2010, 2,000,000 shares of the registrant’s Common Stock were outstanding.

REDUCED DISCLOSURE FORMAT:

Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format.

Portions of AllianceBernstein L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 are incorporated by reference into Part I hereof.

 

 

EXPLANATORY NOTE

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act repealed Rule 436(g) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), thereby eliminating the exemption from the expert consent and liability provisions under the Securities Act for any credit ratings issued by a “nationally recognized statistical rating organization.” As a result, companies that wish to include certain information relating to their ratings in periodic reports that may be incorporated by reference into future registration statements or prospectuses must obtain the consent of the applicable rating agencies. The rating agencies have indicated that they are not providing any consents at this time. The Staff of the Securities and Exchange Commission issued new Compliance & Disclosure Interpretations on July 22, 2010 stating that information constituting “issuer disclosure-related ratings information” will be permitted without the need for rating agencies’ consent. This Annual Report on Form 10-K/A modifies Part I, Item I (Business) of our original filing to delete previous disclosure concerning the financial strength or claims-paying rating of AXA Equitable Life Insurance Company as it may not be considered to constitute “issuer disclosure-related ratings information.”

This Amendment No.1 does not reflect events occurring after the filing of the original Annual Report on Form 10-K and, other than deleting previous disclosure concerning the financial strength or claims-paying rating of AXA Equitable Life Insurance Company, does not modify or update any other the disclosures in the original Annual Report on Form 10-K in any way.

 ii 

Part I, Item 1.

BUSINESS¹

OVERVIEW

AXA Equitable, established in the State of New York in 1859, is among the largest life insurance companies in the United States, with approximately 2.26 million insurance policies and contracts in force as of December 31, 2009. AXA Equitable is part of a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management services. Together with its affiliates, including AllianceBernstein, the Company is a leading asset manager, with total assets under management of approximately $571.28 billion at December 31, 2009, of which approximately $495.50 billion were managed by AllianceBernstein. AXA Equitable is a wholly owned subsidiary of AXA Financial, which is a wholly owned subsidiary of AXA S.A. (“AXA”), a French holding company for an international group of insurance and related financial services companies. AXA is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and files annual reports on Form 20-F. In January 2010, AXA announced that it intends to voluntarily delist its American Depositary Shares from the New York Stock Exchange and deregister with the U.S. Securities and Exchange Commission. For additional information regarding AXA, see “Parent Company”.

SEGMENT INFORMATION

AXA Equitable conducts operations in two business segments, the Insurance segment and the Investment Management segment. The insurance business conducted principally by AXA Equitable and its subsidiary, AXA Distributors, is reported in the Insurance segment. The investment management business of AllianceBernstein, a leading global investment management firm, is reported in the Investment Management segment. For additional information on AXA Equitable’s business segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results Of Continuing Operations By Segment” and Note 21 of Notes to Consolidated Financial Statements.

Insurance

AXA Equitable offers a variety of traditional, variable and interest-sensitive life insurance products, variable and fixed-interest annuity products, mutual funds and other investment products, asset management, financial planning and other services principally to individuals, small and medium-size businesses and professional and trade associations. The Insurance segment, which also includes Separate Accounts for individual and group life insurance and annuity products, accounted for approximately $336.3 million of total revenues, after intersegment eliminations, for the year ended December 31, 2009.

Insurance segment products are offered on a retail basis in all 50 states, the District of Columbia and Puerto Rico by financial professionals associated with AXA Advisors, an affiliated broker-dealer, and AXA Network, an affiliated insurance general agency. AXA Distributors, a broker-dealer and insurance general agency subsidiary of AXA Equitable, distributes AXA Equitable’s products on a wholesale basis in all 50 states, the District of Columbia and Puerto Rico through national and regional securities firms, independent financial planning and other broker-dealers, banks and brokerage general agencies.

For additional information on this segment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Continuing Operations By Segment – Insurance,” and “Employees,” “Competition” and “Regulation”.

Products

Insurance Product Offerings. In the aftermath of the global financial crisis and the continuing difficult conditions in the economy, the market for annuity and life insurance products of the types issued by AXA Equitable continues to be very dynamic. Among other things, the features and pricing of various insurance products continue to change rapidly, various insurance companies, including AXA Equitable, have eliminated and/or limited the sales of certain annuity and life insurance products and/or features, and overall industry sales of variable annuity and life insurance products declined in 2009. Changes to certain of AXA Equitable’s insurance product features including, e.g., guarantee features, pricing and/or Separate Account investment options, have made some of the annuity and life insurance products offered by AXA Equitable less competitive in the marketplace. This, in turn, adversely affected sales in 2009 and may continue to adversely affect overall sales of AXA Equitable’s annuity and life insurance products.

AXA Equitable continues to review and develop its product offerings in light of changing market conditions and other factors, with a view towards increasing the diversification in its product portfolio, increasing distribution management capability, and enhancing the management of its in-force business, with the objective of driving profitable growth while managing risk. For example, in 2009, AXA Equitable launched Retirement Cornerstone(SM), an innovative variable annuity that offers two platforms, one of which offers guaranteed lifetime income based on a floating rate design and the other of which offers a wide array of investment options with traditional annuitization benefits based solely on non-guaranteed account performance.

As conditions in the insurance products marketplace, capital markets and economy continue to evolve, AXA Equitable expects to offer new and/or different products, and it may also further revise, suspend or discontinue one or more of its current product offerings.

Variable Annuities and Variable Life Insurance. AXA Equitable is among the country’s leading issuers of variable annuity and variable life insurance products. Variable annuity and variable life insurance products offer purchasers the opportunity to invest some or all of their account values in various Separate Account investment options. The growth of Separate Account assets under management remains a strategic objective of the Company, which seeks to increase fee-based revenues derived from managing funds for its clients.

Variable annuity products continue to account for a substantial portion of AXA Equitable’s sales, with 70.8% of AXA Equitable’s total premiums and deposits in 2009 attributable to variable annuities. Variable annuity products offered by AXA Equitable principally include deferred variable annuities sold in the individual (non-qualified) markets, as individual retirement annuities, in public school systems as tax sheltered annuities and as group annuities in the employer-sponsored retirement plan markets. A significant portion of the variable annuities sold by AXA Equitable offer one or more enhanced guarantee features in addition to the standard return of principal death benefit guarantee. Such enhanced guarantee features may include an enhanced guaranteed minimum death benefit (“GMDB”) and/or guaranteed minimum living benefits. Guaranteed minimum living benefits principally include guaranteed minimum income benefits (“GMIB”), although AXA Equitable also offers guaranteed minimum accumulation benefits and guaranteed withdrawal benefits for life (“GWBL”). For additional information regarding these guaranteed minimum benefit features, see Notes 2, 8, and 9 of Notes to Consolidated Financial Statements.

Variable life insurance products accounted for 9.5% of AXA Equitable’s total premiums and deposits in 2009. Variable life insurance products offered by AXA Equitable include single-life products, second-to-die policies (which pay death benefits following the death of both insureds) and products for the corporate-owned life insurance (“COLI”) market.

As noted above, variable annuity and variable life products offer purchasers the opportunity to direct the investment of their account values into various Separate Account investment options. Over the past five years, Separate Account assets for individual variable annuities and variable life insurance policies have increased by $22.46 billion to $84.02 billion at December 31, 2009. Of the 2009 year-end amount, approximately $42.34 billion was invested through EQ Advisors Trust (“EQAT”) and approximately $37.29 billion was invested through AXA Premier VIP Trust (“VIP Trust”). EQAT and VIP Trust are mutual funds for which AXA Equitable serves as investment manager (and in certain instances provides day to day portfolio management services as the investment adviser) and

administrator. The balance of such Separate Account assets is invested through various other mutual funds for which third parties serve as investment manager.

EQAT is a mutual fund offering variable life and annuity contractholders a choice of single or multi-advised equity, bond and money market investment portfolios, a family of eight “hybrid” portfolios whose assets are allocated among multiple subadvisers and seven asset allocation portfolios that invest exclusively in other portfolios of EQAT and/or VIP Trust and a new series of twelve portfolios, the AXA Tactical Manager Portfolios, whose assets are allocated among multiple subadvisers and employ an investment strategy that seeks to reduce equity exposure when the volatility index has increased to levels that are meaningfully higher than long-term historic averages. VIP Trust is a mutual fund offering variable life and annuity contractholders a choice of multi-advised equity and bond investment portfolios, as well as nine asset allocation portfolios that invest exclusively in other portfolios of EQAT and/or VIP Trust.

Day-to-day portfolio management services for each investment portfolio offered pursuant to EQAT and VIP are provided, on a subadvisory basis, by various affiliated and unaffiliated investment subadvisers. As of December 31, 2009, AXA Equitable served as the investment adviser to twenty-seven portfolios (or an allocated portion of a portfolio) representing approximately 16.9% of the total assets in EQAT portfolios and nine portfolios representing approximately 68.7% of the total assets of the VIP Trust portfolios. As of December 31, 2009, AllianceBernstein and AXA Rosenberg Investment Management (“AXA Rosenberg”), each an AXA affiliate, provided investment advisory services to portfolios representing approximately 24.9% of the total assets in EQAT portfolios and approximately 5.6% of the total assets in the VIP Trust portfolios, and unaffiliated investment subadvisers provided investment advisory services in respect of the balance of the assets in the respective EQAT and VIP Trust portfolios.

Fixed Annuities and Traditional and Interest Sensitive Life Insurance. In addition to variable annuity and variable life insurance products, AXA Equitable issues or has issued a variety of fixed annuity products, including individual single premium deferred annuities, which credit an initial and subsequent annually declared interest rate, and payout annuity products, including traditional immediate annuities. Fixed annuity products have not been a significant product for the Insurance Group in recent years, accounting for 0.8% of AXA Equitable’s total premium and deposits in 2009.

AXA Equitable also issues an array of traditional and interest-sensitive life insurance products, including universal life, whole life and term life insurance. Traditional and interest-sensitive life insurance products accounted for 13.8% of AXA Equitable’s total premium and deposits in 2009 and continue to represent a significant product line for AXA Equitable.

For additional information on assets under management, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Continuing Operations by Segment” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Assets Under Management”.

Markets

AXA Equitable primarily targets affluent and emerging affluent individuals such as professionals and business owners, as well as employees of public school systems, universities, not-for-profit entities and certain other tax-exempt organizations, and existing customers. Variable annuity products are primarily targeted at individuals saving for retirement or seeking retirement income (using either qualified programs, such as individual retirement annuities, or non-qualified investments) as well as employers (including, among others, educational and not-for-profit entities, and small and medium-sized businesses) seeking to offer retirement savings programs such as 401(k) or 403(b) plans. Variable and interest-sensitive life insurance is targeted at individuals for protection and estate planning purposes, and at business owners to assist in, among other things, business continuation planning and funding for executive benefits. Mutual funds and other investment products are intended for a broad spectrum of clients to meet a variety of asset accumulation and investment needs. Mutual funds and other investment products add breadth and depth to the range of needs-based services and products AXA Equitable is able to provide.

Distribution

Retail Distribution. AXA Equitable distributes its annuity, life insurance and other products directly to the public through financial professionals associated with AXA Advisors and AXA Network. These financial professionals also have access to and can offer a broad array of annuity, life insurance and investment products and services from unaffiliated insurers and other financial service providers. AXA Advisors has outsourced certain administrative

services, including clearing and transaction processing and customer service, for the non-insurance investment brokerage business of AXA Advisors to LPL Financial Corporation (“LPL”). Pursuant to this arrangement, AXA Advisors’ financial professionals have access to certain LPL proprietary technology, including brokerage and advisory platforms and research services.

AXA Equitable has entered into agreements pursuant to which it compensates AXA Advisors and AXA Network for distributing and servicing AXA Equitable’s products. The agreements provide that compensation will not exceed any limitations imposed by applicable law. Under these agreements, AXA Equitable provides to each of AXA Advisors and AXA Network personnel, property and services reasonably necessary for their operations. AXA Advisors and AXA Network reimburse AXA Equitable for their actual costs (direct and indirect) and expenses under the respective agreements.

Wholesale Distribution. AXA Equitable also distributes its annuity and life insurance products on a wholesale basis through AXA Distributors. AXA Distributors distributes AXA Equitable’s annuity products through third-party national and regional securities firms, independent financial planners, other broker-dealers and banks. AXA Distributors, through its AXA Partners division, also distributes AXA Equitable’s life insurance products on a wholesale basis principally through brokerage general agencies.

Annuities and life insurance distributed by AXA Distributors accounted for 31.7% and 48.4% of AXA Equitable’s total annuity and life insurance premiums and deposits in 2009 and 2008, respectively. Annuities distributed by AXA Distributors accounted for 42.1% and 60.8% of AXA Equitable’s total first year annuity premiums and deposits in 2009 and 2008, respectively, and 26.5% and 45.3% of AXA Equitable’s total annuity premiums and deposits in 2009 and 2008, respectively. Life insurance products distributed by the AXA Partners division of AXA Distributors accounted for 37.7% and 40.9% of AXA Equitable’s total first year life insurance premiums and deposits in 2009 and 2008, respectively, and 19.3% and 15.9% of AXA Equitable’s total life insurance premiums and deposits in 2009 and 2008, respectively. For additional information on premiums and deposits, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Premiums and Deposits”.

Reinsurance and Hedging

AXA Equitable has in place reinsurance and hedging programs to reduce its exposure to mortality, equity market declines, interest rate fluctuations and certain other product features.

In 2009, AXA Equitable generally retained up to a maximum of $25 million of mortality risk on single-life policies and $30 million of mortality risk on second-to-die policies. For amounts issued in excess of those limits, AXA Equitable typically obtained reinsurance from unaffiliated third parties. The reinsurance arrangements obligate the reinsurer to pay a portion of any death claim in excess of the amount retained by AXA Equitable in exchange for an agreed-upon premium.

AXA Equitable also reinsures to non-affiliated reinsurers a portion of its exposure on variable annuity products that offer a GMIB and/or GMDB feature. At December 31, 2009, AXA Equitable had reinsured to non-affiliated reinsurers, subject to certain maximum amounts or caps in any one period, approximately 45.2% of its net amount at risk resulting from the GMIB feature and approximately 6.1% of its net amount at risk to the GMDB obligation on annuity contracts in force as of December 31, 2009.

A contingent liability exists with respect to reinsurance should the reinsurers be unable to meet their obligations. AXA Equitable evaluates the financial condition of its reinsurers in an effort to minimize its exposure to significant losses from reinsurer insolvencies. AXA Equitable is not a party to any risk reinsurance arrangement with any non-affiliated reinsurer pursuant to which the amount of reserves on reinsurance ceded to such reinsurer equals more than 1.38% of the total policy reserves of AXA Equitable (including Separate Accounts).

In addition to non-affiliated reinsurance, in 2008, AXA Equitable ceded to AXA Financial (Bermuda) Ltd. (“AXA Bermuda”) a 100% quota share of all liabilities for variable annuity GMDB and GMIB riders issued on or after January 1, 2006 and in force on September 30, 2008. For AXA Equitable, the GMDB/GMIB reinsurance transaction allowed for a more efficient use of its capital. AXA Bermuda, a captive life reinsurance company established by AXA Financial in 2003, also reinsures level premium term insurance and lapse protection riders under universal life insurance policies issued by AXA Equitable and USFL. For additional information on AXA Bermuda, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity

and Capital Resources” and “Supplementary Information – Reinsurance” and Note 11 of Notes to Consolidated Financial Statements.

AXA Equitable has adopted certain hedging programs that are designed to mitigate the exposure to movements in the equity markets and interest rates on, among other things, GMIB, GMDB and GWBL liabilities that have not been reinsured for contracts issued after January 1, 2001. The operation of these hedging programs are based on models involving numerous estimates and assumptions, including among others, mortality, lapse, surrender and withdrawal rates, election rates, market volatility, interest rates and correlation among various market movements. There can be no assurance that ultimate actual experience will not differ materially from our assumptions, particularly (but not only) during periods of high market volatility which could adversely impact consolidated results of operations and financial condition.

For additional information about reinsurance and hedging strategies implemented by AXA Equitable, see “Item 1A — Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk” and Notes 2, 8, and 9 of Notes to Consolidated Financial Statements.

Reinsurance Assumed. AXA Equitable also acts as a retrocessionaire by assuming life reinsurance from non-affiliated reinsurers. Mortality risk through reinsurance assumed is managed using the same corporate retention limits noted above (i.e., $25 million on single-life policies and $30 million on second-to-die policies), although, in practice, AXA Equitable is currently using lower internal retention limits for life reinsurance assumed. AXA Equitable has also assumed accident, health, aviation and space risks by participating in or reinsuring various reinsurance pools and arrangements. AXA Equitable generally discontinued its participation in new accident, health, aviation and space reinsurance pools and arrangements for years following 2000, but continues to be exposed to claims in connection with pools it participated in prior to that time. AXA Equitable audits or otherwise reviews the records of many of these reinsurance pools and arrangements as part of its ongoing efforts to manage its claims risk.

General Account Investment Portfolio

The General Account consists of a diversified portfolio of principally fixed-income investments.

The following table summarizes General Account Investment Assets of AXA Equitable by asset category at December 31, 2009:

AXA Equitable
General Account Investment Assets
Net Amortized Cost (1)
(Dollars in Millions)

		Amount				% of Total
Fixed maturities		$	28,320.5				73.6	%
Mortgages			3,953.0				10.3
Equity real estate			98.8				.3
Other equity investments			1,168.8				3.0
Policy loans			3,881.9				10.1
Cash and short-term investments (2)			1,044.9				2.7
Total		$	38,467.9				100.0	%

AXA Equitable has an asset/liability management approach with separate investment objectives for specific classes of product liabilities, such as life insurance, annuity and group pension. AXA Equitable has investment guidelines for each product line that form the basis for investment strategies to manage such product line’s investment return

and liquidity requirements, consistent with management’s overall investment objectives for the General Account investment portfolio. Investments frequently meet the investment objectives of more than one class of product liabilities; each such class may be allocated a pro rata interest in such investments and the returns therefrom.

Investment Surveillance. As part of AXA Equitable’s investment management process, management, with the assistance of its investment advisors, constantly monitors General Account investment performance. This internal review process culminates with a quarterly review of assets by AXA Equitable’s Investments Under Surveillance Committee that evaluates whether any investments are other than temporarily impaired and, therefore, are written down to their fair value and whether specific investments should be put on an interest non-accrual basis.

Investment Management

General. The Investment Management segment is principally comprised of the investment management business of AllianceBernstein. AllianceBernstein offers a broad range of investment products and services to its clients, including: (a) to its institutional clients, AllianceBernstein offers separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles, (b) to its retail clients, AllianceBernstein offers retail mutual funds sponsored by AllianceBernstein, its subsidiaries and its affiliated joint venture companies, sub-advisory services to mutual funds sponsored by third parties, separately managed account programs that are sponsored by various financial intermediaries worldwide and other investment vehicles, (c) to its private clients, AllianceBernstein offers diversified investment management services through separately managed accounts, hedge funds, mutual funds and other investment vehicles, and (d) to institutional investors, AllianceBernstein offers research, portfolio strategy and brokerage-related services, and to issuers of publicly-traded securities, AllianceBernstein offers equity capital markets services.

AllianceBernstein’s portfolio managers oversee a number of different types of investment services within various vehicles and strategies. AllianceBernstein’s services include: (a) value equities, generally targeting stocks that are out of favor and considered undervalued; (b) growth equities, generally targeting stocks with under-appreciated growth potential; (c) fixed income securities, including taxable and tax-exempt securities; (d) blend strategies, combining style-pure investment components with systematic rebalancing; (e) passive management, including both index and enhanced index strategies; (f) alternative investments, such as hedge funds, currency management strategies, venture capital and, beginning in 2010, direct real estate investing, and (g) asset allocation services, by which AllianceBernstein offers blend strategies specifically-tailored for its clients (e.g., customized target date fund retirement services for defined contribution sponsors).

The Investment Management segment in 2009 accounted for approximately $2.94 billion of total revenues, after intersegment eliminations. As of December 31, 2009, AllianceBernstein had approximately $495.50 billion in assets under management including approximately $300.00 billion from institutional clients, approximately $120.70 billion from retail clients and approximately $74.80 billion from private clients. As of December 31, 2009, assets of AXA, AXA Financial and AXA Equitable, including investments in EQAT and VIP Trust, represented approximately 22.0% of AllianceBernstein’s total assets under management, and fees and other charges for the management of those assets accounted for approximately 4.0% of AllianceBernstein’s total revenues. The Investment Management segment continues to provide asset management services to AXA Equitable.

Interest in AllianceBernstein. In October 2000, AllianceBernstein acquired SCB Inc., formerly known as Sanford C. Bernstein, Inc. (“Bernstein”). In connection with this acquisition (the “Bernstein Acquisition”), Bernstein and SCB Partners Inc. (“SCB Partners”) were granted the right to sell limited partnership interests in AllianceBernstein (“AllianceBernstein Units”) to AXA Financial or an entity designated by AXA Financial (the “AllianceBernstein Put”). Following the Bernstein Acquisition, AXA Financial, either directly or indirectly through wholly owned subsidiaries, acquired a total of 30.6 million AllianceBernstein Units for an aggregate purchase price of approximately $1.63 billion through several purchases made pursuant to the AllianceBernstein Put. In March 2009, AXA Financial Group sold 41.9 million AllianceBernstein Units to an affiliate of AXA. In 2009, AllianceBernstein awarded 9.8 million restricted AllianceBernstein Holding units in connection with compensation plans for senior officers and employees and in connection with certain employee’s employment and separation agreements. AXA Financial Group’s consolidated economic interest in AllianceBernstein as of December 31, 2009 was approximately 44.8%, including the general partnership interests held indirectly by AXA Equitable as the sole shareholder of the general partner (“AB General Partner”) of AllianceBernstein Holding L.P. (“AllianceBernstein Holding”), and AllianceBernstein. As of December 31, 2009, on a stand-alone basis, AXA Equitable’s economic interest in AllianceBernstein was approximately 37.1%. At December 31, 2009, AXA and its subsidiaries’ beneficial ownership in AllianceBernstein was approximately 62.1%.

For additional information about AllianceBernstein, including its results of operations, see “Business — Regulation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Continuing Operations by Segment — Investment Management” and Note 1 of Notes to Consolidated Financial Statements and AllianceBernstein L.P.’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2010.

EMPLOYEES

As of December 31, 2009, AXA Equitable had approximately 5,139 full-time employees and AllianceBernstein had approximately 4,369 full-time employees.

COMPETITION

Insurance. There is strong competition among insurers, banks, brokerage firms and other financial institutions and providers seeking clients for the types of products and services provided by AXA Equitable, including insurance, annuity and other investment products and services. Competition is particularly intense among a broad range of financial institutions and other financial service providers for retirement and other savings dollars. In addition, the trend toward consolidation has been significantly accelerating as a result of the recent economic turmoil. For additional information regarding competition, see “Item 1A — Risk Factors”.

The principal competitive factors affecting AXA Equitable’s business are its financial strength as evidenced, in part, by its financial and claims-paying ratings; access to capital; access to diversified sources of distribution; size and scale; product quality, range, features/functionality and price; its ability to bring customized products to the market quickly; its ability to explain complicated products and features to its distribution channels and customers; crediting rates on fixed products; visibility, recognition and understanding of its brands in the marketplace; reputation and quality of service; and (with respect to variable insurance and annuity products, mutual funds and other investment products) investment options, flexibility and investment management performance. For additional information of the competitiveness of our products, see “Business – Products”.

Investment Management. The financial services industry is intensely competitive and new entrants are continually attracted to it. No single or small group of competitors is dominant in the industry. AllianceBernstein competes in all aspects of its business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks, savings and loan associations and other financial institutions that often provide investment products that have similar features and objectives as those AllianceBernstein offers. AllianceBernstein’s competitors offer a wide range of financial services to the same customers that AllianceBernstein seeks to serve. Some of AllianceBernstein’s competitors are larger, have a broader range of product choices and investment capabilities, conduct business in more markets, have substantially greater resources than AllianceBernstein. These factors may place AllianceBernstein at a competitive disadvantage and AllianceBernstein can give no assurance that its strategies and efforts to maintain and enhance its current client relationships, and create new ones, will be successful. To grow its business, AllianceBernstein must be able to compete effectively for assets under management. Key competitive factors include (i) AllianceBernstein’s investment performance for its clients; (ii) AllianceBernstein’s commitment to place the interests of its clients first; (iii) the quality of AllianceBernstein’s research; (iv) AllianceBernstein’s ability to attract, retain and motivate highly skilled, and often highly specialized, personnel; (v) the array of investment products AllianceBernstein offers; (vi) the fees AllianceBernstein charges; (vii) Morningstar/Lipper rankings for the AllianceBernstein Funds; (viii) AllianceBernstein’s operational effectiveness; (ix) AllianceBernstein’s ability to further develop and market its brand; and (x) AllianceBernstein’s global presence.

AXA, AXA Equitable and certain of their direct and indirect subsidiaries offer financial services, some of which compete with those offered by AllianceBernstein. AllianceBernstein’s partnership agreement specifically allows AXA Financial and its subsidiaries (other than the AB General Partner) to compete with AllianceBernstein and to exploit opportunities that may be available to AllianceBernstein.

REGULATION

Insurance Supervision. AXA Equitable is licensed to transact insurance business, and is subject to extensive regulation and supervision by insurance regulators, in all 50 states of the United States, the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands and nine of Canada’s twelve provinces and territories. AXA Equitable is domiciled in New York and is primarily regulated by the Superintendent (the “Superintendent”) of the New York Insurance Department (the “NYID”). The extent of regulation varies, but most jurisdictions have laws and regulations governing sales practices, standards of solvency, levels of reserves, risk-based capital, permitted types and concentrations of investments and business conduct to be maintained by insurance companies, as well as agent licensing, approval of policy forms and, for certain lines of insurance, approval or filing of rates. Insurance regulators have the discretionary authority to limit or prohibit new issuances of business to policyholders within their jurisdictions when, in their judgment, such regulators determine that the issuing company is not maintaining adequate statutory surplus or capital. Additionally, the New York Insurance Law limits sales commissions and certain other marketing expenses that may be incurred by AXA Equitable. For additional information on Insurance Supervision, see “Risk Factors” in Item 1A.

Each of the members of the Insurance Group is required to file detailed annual financial statements, prepared on a statutory accounting basis, with supervisory agencies in each of the jurisdictions in which it does business. Such agencies may conduct regular or targeted examinations of the operations and accounts of members of AXA Equitable, and make requests for particular information from them. For example, in October 2009, the domestic insurance regulator of AXA Equitable concluded its periodic statutory examination of the books, records and accounts of AXA Equitable for the years 2001 through 2005. In addition to oversight by state insurance regulators, in recent years, the insurance industry has seen an increase in inquiries from state attorneys general and other state officials regarding compliance with certain state insurance and securities laws. AXA Equitable has received and responded to such inquiries from time to time.

Holding Company and Shareholder Dividend Regulation. Several states, including New York, regulate transactions between an insurer and its affiliates under insurance holding company acts. These acts contain certain reporting requirements and restrictions on provision of services and on transactions, such as intercompany service agreements, asset transfers, reinsurance, loans and shareholder dividend payments by insurers. Depending on their size, such transactions and payments may be subject to prior notice to, or approval by, the insurance department of the applicable state. In 2009, AXA Equitable did not pay any shareholder dividends.

Securities Laws. AXA Equitable and certain policies and contracts offered by it are subject to regulation under the Federal securities laws administered by the SEC and under certain state securities laws. The SEC conducts regular examinations of AXA Equitable’s operations, and from time to time makes requests for particular information from AXA Equitable.

AXA Advisors, AXA Distributors, AllianceBernstein Investments, Inc. and Sanford C. Bernstein & Co., LLC are registered as broker-dealers (collectively the “Broker-Dealers”) under the Exchange Act. The Broker-Dealers are subject to extensive regulation by the SEC and are members of, and subject to regulation by, the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Broker-Dealers are subject to the capital requirements of the SEC and/or FINRA, which specify minimum levels of capital (“net capital”) that the Broker-Dealers are required to maintain and also limit the amount of leverage that the Broker-Dealers are able to employ in their businesses. The SEC and FINRA also regulate the sales practices of the Broker-Dealers. In recent years, the SEC and FINRA have intensified their scrutiny of sales practices relating to variable annuities, variable life insurance and mutual funds, among other products. For example, FINRA proposed, and the SEC approved, increased suitability requirements and additional compliance procedures relating to sales of variable annuities that could negatively impact sales of annuity products. In addition, the Broker-Dealers are also subject to regulation by state securities administrators in those states in which they conduct business.

The SEC, FINRA and other governmental regulatory authorities, including state securities administrators, may institute administrative or judicial proceedings that may result in censure, fines, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or member, its officers or employees or other similar sanctions.

Certain Separate Accounts of AXA Equitable are registered as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Separate Account interests under certain annuity contracts and insurance policies issued by AXA Equitable are also registered under the Securities Act of

1933, as amended (the “Securities Act”). EQAT and VIP Trust are registered as investment companies under the Investment Company Act and shares offered by these investment companies are also registered under the Securities Act. Many of the investment companies managed by AllianceBernstein, including a variety of mutual funds and other pooled investment vehicles, are registered with the SEC under the Investment Company Act, and, if appropriate, shares of these entities are registered under the Securities Act.

AXA Equitable, AXA Advisors and certain of its affiliates and AllianceBernstein and certain of its affiliates also are registered as investment advisors under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). The investment advisory activities of such registered investment advisors are subject to various Federal and state laws and regulations and to the laws in those foreign countries in which they conduct business. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. In case of such an event, the possible sanctions that may be imposed include the suspension of individual employees, limitations on engaging in business for specific periods, revocation of registration as an investment advisor, censures and fines.

Regulators, including the SEC, FINRA and state attorneys general, continue to focus attention on various practices in or affecting the investment management and/or mutual fund industries, including portfolio management, valuation and the use of fund assets for distribution. AXA Equitable and certain subsidiaries have provided, and in certain cases continue to provide, information and documents to the SEC, FINRA, state attorneys general, state insurance regulators and other regulators on a wide range of issues. Ongoing or future regulatory investigations could result in fines, other sanctions and/or other costs.

Potential Regulatory Initiatives Related to Financial Markets. As discussed above, the Company’s businesses are subject to extensive laws and regulations that are administered and/or enforced by a number of different governmental authorities and non-governmental self-regulatory bodies. In light of the recent financial crisis, various legislative proposals have been introduced that would increase the regulation of financial firms of all types and/or overhaul the regulatory structure and agencies that oversee the financial services industry. In this regard, there is increasing support for Federal regulation of the insurance industry by means of an optional or mandatory Federal charter or license. Some legislative proposals currently being considered could, if enacted, give one or more Federal regulators supervisory authority over a number of financial services companies, including insurance companies, viewed as systemically important. This authority could include the ability to impose prudential regulation and/or market conduct regulation. The nature and extent of any changes to the regulatory structure and/or laws or regulations to which the insurance business may in the future be subject cannot be predicted, nor can management predict the effect of any such changes on, among other things, the way business is conducted, products are offered or capital is managed.

Federal Tax Initiatives. Although the Federal government generally does not directly regulate the insurance business, currently, many Federal tax laws affect the business in a variety of ways. There are a number of existing, expiring, newly enacted and previously or currently proposed Federal tax initiatives that may significantly affect AXA Equitable including, among others, the following.

Estate and Related Taxes. Under Federal tax legislation passed in 2001, exemption amounts had been increasing and rates had been decreasing for estate and generation skipping taxes. Such taxes are repealed for 2010, but are scheduled to return to their 2001 levels thereafter. Legislative proposals range from retroactively eliminating the one-year repeal, continuing taxes at, above or below the 2009 exemption amounts and rates, to making permanent the 2010 one-year repeal. Although a continuation of the repeal beyond 2010 seems unlikely, elimination of the estate tax would likely have an adverse impact on life insurance sales since a significant portion of life insurance sales are made in conjunction with estate planning. Conversely, a continuation or an increase of the estate tax should benefit sales and persistency.

Income, Capital Gains and Dividend Tax Rates. Federal tax legislation passed in 2001 also reduced income tax rates and tax rates on long-term capital gains and qualifying corporate dividends. Such changes have lessened the tax appeal of cash value life insurance and annuity products. Unless extended, these lower rates are set to expire after 2010. The Obama administration has expressed an intention to seek to increase the income tax rates for higher income taxpayers and to reduce income tax rates for middle and lower income taxpayers. The tax advantages of cash value life insurance and annuity products would favorably increase in the event of higher income and capital gains tax rates but would be reduced by lower tax rates.

Other Proposals. Recent proposals put forth by the Obama administration include a potentially adverse change to the tax benefits of corporate owned life insurance which could curtail new sales, a plan to reduce barriers to the annuitization of amounts held in certain qualified plans which could benefit annuity sales, and extending the favorable annuitization tax rules to partial annuitizations of non-qualified deferred annuity contracts which could help sales but result in earlier payout elections. The U.S. Congress may also consider proposals for, among other things, the comprehensive overhaul of the Federal tax law and/or tax incentives targeted particularly to lower and middle income taxpayers. For example, there may be renewed interest in tax reform options, which could present sweeping changes to many longstanding tax rules. One possible change includes the creation of new tax-favored savings accounts that would replace many existing qualified plan arrangements. Others would eliminate or limit certain tax benefits currently available to cash value life insurance and deferred annuity products. Enactment of these changes or similar alternatives would likely adversely affect new sales and, possibly, funding and persistency of existing cash value life insurance and deferred annuity products.

Recent tax rulings indicate lifetime annuity guarantees can be placed upon mutual fund type investment portfolios outside the annuity contract. Such portfolios would not be taxed-deferred but would be eligible to pass capital gain or loss and dividend treatment to the holders. Development of such new annuity designs could impact the attractiveness or pricing of current annuity guarantee designs but expand the market for such guarantees.

The current, rapidly changing economic environment may increase the likelihood of substantial changes to Federal tax law. Management cannot predict what, if any, legislation will actually be proposed or enacted based on these proposals or what other proposals or legislation, if any, may be introduced or enacted relating to AXA Equitable’s business or what the effect of any such legislation might be.

Privacy of Customer Information. AXA Financial has adopted a privacy policy outlining procedures and practices to be followed by members of the AXA Financial Group relating to the collection, disclosure and protection of customer information. Customer information may only be used to conduct company business. AXA Financial Group companies may not disclose customer information to third parties except as required or permitted by law. Customer information may not be sold or rented to third parties. A copy of the privacy policy is mailed to customers on an annual basis. Federal and state laws and regulations require financial institutions to protect the security and confidentiality of customer information and report breaches in which customer information is intentionally or accidentally disclosed to third parties. Violation of these laws and regulations may result in significant fines and remediation costs. Legislation currently under consideration in the U.S. Congress and state legislatures could create additional obligations relating to the use and protection of customer information.

PARENT COMPANY

AXA, the ultimate parent company of AXA Equitable, is the holding company for an international group of insurance and related financial services companies engaged in the financial protection and wealth management business. AXA is one of the world’s largest insurance groups, operating primarily in Europe, North America, the Asia/Pacific region and, to a lesser extent, in other regions including the Middle East, Africa and Latin America. AXA has five operating business segments: life and savings, property and casualty, international insurance, asset management and banking.

Neither AXA nor any affiliate of AXA has any obligation to provide additional capital or credit support to AXA Financial or any of its subsidiaries.

Voting Trust. In connection with AXA’s application to the Superintendent for approval of its acquisition of the capital stock of AXA Financial, AXA and the initial Trustees of the Voting Trust entered into a Voting Trust Agreement dated as of May 12, 1992 (as amended by the First Amendment, dated January 22, 1997, and as amended and restated by the Amended and Restated Voting Trust Agreement, dated May 12, 2002, the “Voting Trust Agreement”). Pursuant to the Voting Trust Agreement, AXA and its affiliates (“AXA Parties”) have deposited the shares of AXA Financial’s Common Stock held by them in the Voting Trust. The purpose of the Voting Trust is to ensure for insurance regulatory purposes that certain indirect minority shareholders of AXA will not be able to exercise control over AXA Financial or AXA Equitable.

AXA and any other holder of voting trust certificates will remain the beneficial owner of the shares deposited by it, except that the Trustees will be entitled to exercise all voting rights attached to the deposited shares so long as such shares remain subject to the Voting Trust. In voting the deposited shares, the Trustees must act to protect the

legitimate economic interests of AXA and any other holders of voting trust certificates (but with a view to ensuring that certain indirect minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable). All dividends and distributions (other than those that are paid in the form of shares required to be deposited in the Voting Trust) in respect of deposited shares will be paid directly to the holders of voting trust certificates. If a holder of voting trust certificates sells or transfers deposited shares to a person who is not an AXA Party and is not (and does not, in connection with such sale or transfer, become) a holder of voting trust certificates, the shares sold or transferred will be released from the Voting Trust. The initial term of the Voting Trust ended in 2002 and the term of the Voting Trust has been extended, with the prior approval of the Superintendent, until May 12, 2012. Future extensions of the term of the Voting Trust remain subject to the prior approval of the Superintendent.

OTHER INFORMATION

All of AXA Equitable’s officers and employees, including its chief executive officer, chief financial officer and chief accounting officer, are subject to the Policy Statement on Ethics (the “Code”), a code of ethics as defined under Regulation S-K.

The Code complies with Section 406 of the Sarbanes-Oxley Act of 2002 and is available on AXA Financial’s website at www.axa-equitable.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to or waivers from provisions of the Code that apply to its chief executive officer, chief financial officer and chief accounting officer by posting such information on its website at the above address.

Part IV, Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Index

Number		Description
31.1		Section 302 Certification made by the registrant’s Chief Executive Officer
31.2		Section 302 Certification made by the registrant’s Chief Financial Officer
32.1		Section 906 Certification made by the registrant’s Chief Executive Officer
32.2		Section 906 Certification made by the registrant’s Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, AXA Equitable Life Insurance Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.