The following discussion and analysis of our financial condition and results of
operations should be read in its entirety and in conjunction with the
consolidated financial statements and related notes contained in   Part I, Item
1   of this Quarterly Report on Form 10-Q, as well as "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section contained
in our   Annual Report on Form 10-K   for the year ended December 31,
2019 ("2019 Form 10-K").
In addition to historical data, this discussion contains forward-looking
statements about our business, operations and financial performance based on
current expectations that involve risks, uncertainties and assumptions. Actual
results may differ materially from those discussed in the forward-looking
statements as a result of various factors. See the Note Regarding
Forward-Looking Statements and Information. Investors are directed to consider
the risks and uncertainties discussed in   Part II, Item 1A   of this Quarterly
Report on Form 10-Q, as well as in other documents we have filed with the
Securities and Exchange Commission ("SEC").
Executive Summary
Overview
We are one of America's leading financial services companies, providing:
(i) advice and solutions for helping Americans set and meet their retirement
goals and protect and transfer their wealth across generations; and (ii) a wide
range of investment management insights, expertise and innovations to drive
better investment decisions and outcomes for clients worldwide.
We manage our business through four segments: Individual Retirement, Group
Retirement, Investment Management and Research, and Protection Solutions. We
report certain activities and items that are not included in these segments in
Corporate and Other. See Note 15 of the Notes to the Consolidated Financial
Statements for further information on our segments.
We benefit from our complementary mix of businesses. This business mix provides
diversity in our earnings sources, which helps offset fluctuations in market
conditions and variability in business results, while offering growth
opportunities.
COVID-19 Impact
During the latter part of the first quarter of 2020, the COVID-19 pandemic
negatively impacted the U.S. and global economies, created significant
volatility and disruption in the capital markets, lowered equity market
valuations, dramatically increased unemployment levels and fueled concerns that
it will lead to a global recession. In addition, the pandemic resulted in the
temporary closures of many businesses and schools and the institution of social
distancing and sheltering in place requirements in many states and local
communities. The effects from the pandemic have continued into May 2020 and are
likely to persist for months to come. Governments around the world have
responded to COVID-19 with economic stimulus measures, including a $2 trillion
emergency relief bill passed in the U.S. These measures are intended to steady
businesses and consumers until economic activity and financial markets
meaningfully recover. The timing and magnitude of any such recovery, however,
remains uncertain.
As a financial services company, factors such as the volatility and strength of
equity markets, interest rates, consumer spending, and government debt and
spending all affect the business and economic environment and, ultimately, the
amount and profitability of our business. During the current economic downturn,
the demand for our products and services and our investment returns could be
materially and adversely affected. Action taken by state insurance departments,
including the NYDFS, to require insurers to offer flexible premium payment
plans, relax payment dates, waive late fees and penalties in order to avoid
canceling or non-renewing polices may negatively affect our results of
operations. Additionally, the profitability of many of our retirement,
protection and investment products depends in part on the value of the AUM
supporting them, which may decline substantially depending on any of the
foregoing conditions. While our results for the first quarter of 2020 were
strong, the ongoing economic impact and the potential for continued volatility
and declines in the capital markets could have a significant adverse effect on
our business, results of operations and financial condition, particularly if
economic activity and financial markets do not recover or recover slowly.
While the COVID-19 pandemic significantly affected the capital markets and
economy, we believe the actions we have previously taken help assure that our
economic balance sheet is protected from interest rate and equity declines.
These actions include redesigning our product portfolio to concentrate on
offering less capital intensive products and implementing a hedging strategy
that manages and protects against the economic risks associated with our
in-force GMxB products. In addition to our hedging strategy, we employ various
other methods to manage the risks of our in-force variable annuity products,
including asset-liability matching, volatility management tools within the
Separate Accounts and an active in-force management program,

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including buyout offers for certain products. Our General Account was impacted
both from declining interest rates, which had a positive effect on fair value,
and sharply increased credit spreads, which had a negative impact on fair value.
Due to the General Account's exposure to U.S. government bonds and credit
quality of the portfolio, we feel that our balance sheet is well positioned to
withstand the extreme volatility in the equity market.
In light of the unprecedented decline in long-term interest rates in the
quarter, we updated our long-term GAAP interest rate assumption to grade from
current rates over 10-years to the 5-year historical average (currently 2.25%).
This change resulted in an unfavorable impact to net income of $(2.5) billion
and no impact to Non-GAAP Operating Earnings. For additional information, see
"-Significant Factors Impacting Our Results-Assumption Updates and Model
Changes."
Operationally, we acted quickly and implemented our risk management and
contingency plans as the COVID-19 pandemic evolved during the quarter. For
example, among other things, we implemented travel restrictions, imposed
self-quarantine requirements for employees and advisors who were exposed to
someone who tested positive or had traveled to certain countries with active
COVID-19 outbreaks and, finally, we temporarily closed our corporate locations
and advisor branch offices. As a result, most of our employee and advisors are
working remotely with only a few operationally critical employees working at
certain of our facilities for business continuity purposes. The remote working
arrangement has detracted from the ability of our advisors to sell our products
in the normal course and, as a result, the demand for our products and services
has been impacted and going forward could decline significantly as the pandemic
persists. We are also mindful that an extended period of remote work
arrangements could strain our business continuity plans, introduce additional
operational risk, including cybersecurity and privacy risks, and impair our
ability to effectively manage our business.
While the COVID-19 pandemic has negatively impacted aspects of our business in
the first quarter of 2020, the extent and nature of its impact is highly
uncertain. For additional information regarding the potential impacts of the
COVID-19 pandemic, see "Risk Factors-The novel coronavirus (COVID-19) pandemic
has adversely impacted our business, and the ultimate effect on our business,
results of operations and financial condition will depend on future developments
that are highly uncertain, including the scope and duration of the pandemic and
actions taken by governmental authorities in response to the pandemic."
Revenues
Our revenues come from three principal sources:
•       fee income derived from our retirement and protection products and our

investment management and research services;

• premiums from our traditional life insurance and annuity products; and

• investment income from our General Account investment portfolio.




Our fee income varies directly in relation to the amount of the underlying AV or
benefit base of our retirement and protection products and the amount of AUM of
our Investment Management and Research business. AV and AUM, each as defined in
"-Key Operating Measures," are influenced by changes in economic conditions,
primarily equity market returns, as well as net flows. Our premium income is
driven by the growth in new policies written and the persistency of our in-force
policies, both of which are influenced by a combination of factors, including
our efforts to attract and retain customers and market conditions that influence
demand for our products. Our investment income is driven by the yield on our
General Account investment portfolio and is impacted by the prevailing level of
interest rates as we reinvest cash associated with maturing investments and net
flows to the portfolio.
Benefits and Other Deductions
Our primary expenses are:
•       policyholders' benefits and interest credited to policyholders' account

balances;

• sales commissions and compensation paid to intermediaries and advisors

that distribute our products and services; and

• compensation and benefits provided to our employees and other operating

expenses.




Policyholders' benefits are driven primarily by mortality, customer withdrawals,
and benefits which change in response to changes in capital market conditions.
In addition, some of our policyholders' benefits are directly tied to the AV and
benefit base of our variable annuity products. Interest credited to
policyholders varies in relation to the amount of the underlying AV or

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benefit base. Sales commissions and compensation paid to intermediaries and
advisors vary in relation to premium and fee income generated from these
sources, whereas compensation and benefits to our employees are more constant
and impacted by market wages and decline with increases in efficiency. Our
ability to manage these expenses across various economic cycles and products is
critical to the profitability of our company.
Net Income Volatility
We have offered and continue to offer variable annuity products with variable
annuity guaranteed benefits ("GMxB") features. The future claims exposure on
these features is sensitive to movements in the equity markets and interest
rates. Accordingly, we have implemented hedging and reinsurance programs
designed to mitigate the economic exposure to us from these features due to
equity market and interest rate movements. Changes in the values of the
derivatives associated with these programs due to equity market and interest
rate movements are recognized in the periods in which they occur while
corresponding changes in offsetting liabilities are recognized over time. This
results in net income volatility as further described below. See "-Significant
Factors Impacting Our Results-Impact of Hedging and GMIB Reinsurance on
Results."
In addition to our dynamic hedging strategy, we have static hedge positions
designed to mitigate the adverse impact of changing market conditions on our
statutory capital. We believe this program will continue to preserve the
economic value of our variable annuity contracts and better protect our target
variable annuity asset level. However, these static hedge positions increase the
size of our derivative positions and may result in higher net income volatility
on a period-over-period basis.
Due to the impacts on our net income of equity market and interest rate
movements and other items that are not part of the underlying profitability
drivers of our business, we evaluate and manage our business performance using
Non-GAAP Operating Earnings, a non-GAAP financial measure that is intended to
remove these impacts from our results. See "-Key Operating Measures-Non-GAAP
Operating Earnings."
Significant Factors Impacting Our Results
The following significant factors have impacted, and may in the future impact,
our financial condition, results of operations or cash flows.
Impact of Hedging and GMIB Reinsurance on Results
We have offered and continue to offer variable annuity products with GMxB
features. The future claims exposure on these features is sensitive to movements
in the equity markets and interest rates. Accordingly, we have implemented
hedging and reinsurance programs designed to mitigate the economic exposure to
us from these features due to equity market and interest rate movements. These
programs include:
•      Variable annuity hedging programs. We use a dynamic hedging program

(within this program, generally, we reevaluate our economic exposure at

least daily and rebalance our hedge positions accordingly) to mitigate

certain risks associated with the GMxB features that are embedded in our

liabilities for our variable annuity products. This program utilizes

various derivative instruments that are managed in an effort to reduce the


       economic impact of unfavorable changes in GMxB features' exposures
       attributable to movements in the equity markets and interest rates.
       Although this program is designed to provide a measure of economic
       protection against the impact of adverse market conditions, it does not

qualify for hedge accounting treatment. Accordingly, changes in value of

the derivatives will be recognized in the period in which they occur with

offsetting changes in reserves partially recognized in the current period,

resulting in net income volatility. In addition to our dynamic hedging

program, we have a hedging program using static hedge positions

(derivative positions intended to be held to maturity with less frequent

re-balancing) to protect our statutory capital against stress scenarios.

This program in addition to our dynamic hedge program has increased the

size of our derivative positions, resulting in an increase in net income

volatility. The impacts are most pronounced for variable annuity products

in our Individual Retirement segment.

• GMIB reinsurance contracts. Historically, GMIB reinsurance contracts were


       used to cede to non-affiliated reinsurers a portion of our exposure to
       variable annuity products that offer a GMIB feature. We account for the

GMIB reinsurance contracts as derivatives and report them at fair value.

Gross GMIB reserves are calculated on the basis of assumptions related to

projected benefits and related contract charges over the lives of the

contracts. Accordingly, our gross reserves will not immediately reflect

the offsetting impact on future claims exposure resulting from the same

capital market or interest rate fluctuations that cause gains or losses on

the fair value of the GMIB reinsurance contracts. Because changes in the

fair value of the GMIB reinsurance contracts are recorded in the period in


       which they occur and a majority of the changes in gross reserves for GMIB
       are recognized over time, net income will be more volatile.



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Effect of Assumption Updates on Operating Results
Our actuaries oversee the valuation of the product liabilities and assets and
review the underlying inputs and assumptions. We comprehensively review the
actuarial assumptions underlying these valuations and update assumptions during
the third quarter of each year. Assumptions are based on a combination of
Company experience, industry experience, management actions and expert judgment
and reflect our best estimate as of the date of the applicable financial
statements. Changes in assumptions can result in a significant change to the
carrying value of product liabilities and assets and, consequently, the impact
could be material to earnings in the period of the change.
Most of the variable annuity products, variable universal life insurance and
universal life insurance products we offer maintain policyholder deposits that
are reported as liabilities and classified within either Separate Accounts
liabilities or policyholder account balances. Our products and riders also
impact liabilities for future policyholder benefits and unearned revenues and
assets for DAC and deferred sales inducements ("DSI"). The valuation of these
assets and liabilities (other than deposits) are based on differing accounting
methods depending on the product, each of which requires numerous assumptions
and considerable judgment. The accounting guidance applied in the valuation of
these assets and liabilities includes, but is not limited to, the following:
(i) traditional life insurance products for which assumptions are locked in at
inception; (ii) universal life insurance and variable life insurance secondary
guarantees for which benefit liabilities are determined by estimating the
expected value of death benefits payable when the account balance is projected
to be zero and recognizing those benefits ratably over the accumulation period
based on total expected assessments; (iii) certain product guarantees for which
benefit liabilities are accrued over the life of the contract in proportion to
actual and future expected policy assessments; and (iv) certain product
guarantees reported as embedded derivatives at fair value.
For further details of our accounting policies and related judgments pertaining
to assumption updates, see Note 2  to the notes to the Company's consolidated
financial statements and "-Summary of Critical Accounting Estimates -Liability
for Future Policy Benefits" included in the 2019 Form 10-K..
Assumption Updates and Model Changes
We conduct our annual review of our assumptions and models during the third
quarter of each year. However, we update our assumptions as needed in the event
we become aware of economic conditions or events that could change require a
change in our assumptions that we believe may have a significant impact to the
carrying value of product liabilities and assets and consequently materially
impact our earnings in the period of the change.
Due to the extraordinary economic conditions driven by the COVID-19 pandemic in
the first quarter of 2020, we updated our interest rate assumption to grade from
the current spot interest rate to an ultimate five-year historical average over
a 10-year period. As such, the 10-year U.S. Treasury yield grades from the
current level to an ultimate 5-year average of 2.25%.
The low interest rates environment and subsequent update to the interest rate
assumption caused a loss recognition event for our life interest-sensitive
products, as well as to certain run-off business included in Corporate and
Other. This loss recognition event caused an acceleration of DAC amortization on
our life interest-sensitive products and an increase in the premium deficiency
reserve on the run-off business in the first quarter of 2020.
Impact of Assumption Updates and Model Changes on Income from Continuing
Operations before income taxes and Net income (loss)
The table below presents the impact of our actuarial assumption update during
the three months ended March 31, 2020 to our Income (loss) from continuing
operations, before income taxes and Net income (loss):
                                                                   Three Months Ended March
                                                                           31, 2020
                                                                        (in millions)

Impact of assumption updates on Net income (loss): Variable annuity product features related assumption update $

           (1,468 )
Assumption updates for other business                                       

(988 ) Impact of assumption updates on Income (loss) from continuing operations, before income tax

                                                  (2,456 )
Income tax (expense) benefit on assumption update                           

516


Net income (loss) impact of assumption update                      $           (1,940 )



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2020 Assumption Update
The impact of the economic assumption update in the first quarter of 2020 was a
decrease of $2.5 billion to Income (loss) from continuing operations, before
income taxes and a decrease to Net income (loss) of $1.9 billion.
The net impact of this assumption update on Income (loss) from continuing
operations, before income taxes of $2.5 billion consisted of an increase in
Policyholders' benefits of $1.4 billion, an increase in the Amortization of DAC
of $1.1 billion, an increase in Policy charges and fee income of $46 million and
a decrease in Interest credited to policyholders' account balances of $6
million.
Impact of Assumption Updates and Model Changes on Income from Continuing
Operations before income taxes and Net income (loss)
The unprecedented and rapid spread of COVID-19 and the related restrictions and
social distancing measures implemented throughout the world have caused severe,
lasting turmoil in the financial markets during the first quarter of 2020.
The Company's accounting policy governing its Non-GAAP Operating Earnings
measure permits adjustments to Non-GAAP Operating Earnings if certain criteria
are met, which include if the proposed adjustment relates to a non-recurring
event or transaction. Management concluded that all impacts on the Company from
the COVID-19 pandemic and its effects on the economy meet the indicators of a
non-recurring event. Therefore, management has determined that the items set
forth in the table below should be included as adjustments to the Non-GAAP
Operating Earnings measure so that investors can more clearly see the
delineation between the operating results of the Company's core operations and
the impact of the items specific to the current COVID-19 pandemic crisis.
Management expects to continue to treat these items as adjustments to Non-GAAP
Operating Earnings in the future.
The table below presents the impact of COVID-19 related impacts on Income (loss)
from continuing operations, before income taxes during the first quarter of 2020
by segment and Corporate and Other, and the COVID-19-related adjustments
included in the reconciliation of Net Income (loss) attributable to Holdings to
Non-GAAP Operating Earnings:
                                                        Three Months Ended March 31, 2020
                                                                 COVID-19 Impacts
                                                                       Impacts other
                                                                       than Interest
                                                 Interest Rate        Rate Assumption
                                               Assumption Update        Update (1)          Total
                                                                  (in millions)
Net income (loss) from continuing
operations, before income taxes by Segment
and Corporate and Other:
Individual Retirement                        $        (1,417 )        $        (44 )    $    (1,461 )
Group Retirement                                         (51 )                   3              (48 )
Protection Solutions                                    (955 )                 (32 )           (987 )
Corporate and Other                                      (33 )                 (13 )            (46 )
Net income (loss) from continuing
operations, before income taxes              $        (2,456 )        $     

(86 ) $ (2,542 )



COVID-19-related adjustments included in
Reconciliation of Net income (loss)
attributable to Holdings to Non-GAAP
Operating Earnings:
Variable annuities product features                   (1,468 )                 (35 )         (1,503 )
Assumption update for other business                    (988 )                 (51 )         (1,039 )
Net income (loss) from continuing
operations, before income taxes              $        (2,456 )        $     

(86 ) $ (2,542 )

_______________


(1) Includes adjustments to Non-GAAP Operating Earnings primarily due to
non-variable annuity hedging impacts resulting from unprecedented volatility in
equity markets.
Adjustments related to Individual Retirement and Group Retirement segments are
included in the "Variable annuities product features" in the reconciliation of
Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings. All
other adjustments are included in "Other". This impact has been more than offset
by hedging gains.

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Macroeconomic and Industry Trends
Our business and consolidated results of operations are significantly affected
by economic conditions and consumer confidence, conditions in the global capital
markets and the interest rate environment.
Financial and Economic Environment
Although the first quarter started strong, uncertainties were prevalent at the
end of the quarter, as the capital markets reacted to the COVID-19 pandemic. As
the pandemic evolved during the latter part of the quarter, equity markets
experienced significant volatility and declines, interest rates dropped to
historical lows and many state and local governments ordered non-essential
businesses to close and residents to shelter in place at home. This resulted in
an unprecedented slow-down in economic activity, a related dramatic increase in
unemployment and fears of a global recession. Stressed conditions, volatility
and disruptions in the capital markets, particular markets, or financial asset
classes can have an adverse effect on us, in part because we have a large
investment portfolio and our insurance liabilities and derivatives are sensitive
to changing market factors. An increase in market volatility could continue to
affect our business, including through effects on the yields we earn on invested
assets, changes in required reserves and capital and fluctuations in the value
of our AUM, AV or AUA from which we derive our fee income. These effects could
be exacerbated by uncertainty about future fiscal policy, changes in tax policy,
the scope of potential deregulation and levels of global trade.
The potential for increased volatility, coupled with prevailing interest rates
remaining below historical averages, could pressure sales and reduce demand for
our products as consumers consider purchasing alternative products to meet their
objectives. In addition, this environment could make it difficult to
consistently develop products that are attractive to customers. Financial
performance can be adversely affected by market volatility and equity market
declines as fees driven by AV and AUM fluctuate, hedging costs increase and
revenues decline due to reduced sales and increased outflows.
We monitor the behavior of our customers and other factors, including mortality
rates, morbidity rates, annuitization rates and lapse and surrender rates, which
change in response to changes in capital market conditions, to ensure that our
products and solutions remain attractive and profitable. For additional
information on our sensitivity to interest rates and capital market prices, See
"Quantitative and Qualitative Disclosures About Market Risk."
Interest Rate Environment
We believe the interest rate environment will continue to impact our business
and financial performance in the future for several reasons, including the
following:
•      Certain of our variable annuity and life insurance products pay guaranteed

minimum interest crediting rates. We are required to pay these guaranteed

minimum rates even if earnings on our investment portfolio decline, with

the resulting investment margin compression negatively impacting earnings.


       In addition, we expect more policyholders to hold policies with
       comparatively high guaranteed rates longer (lower lapse rates) in a low
       interest rate environment. Conversely, a rise in average yield on our
       investment portfolio should positively impact earnings. Similarly, we

expect policyholders would be less likely to hold policies with existing

guaranteed rates (higher lapse rates) as interest rates rise.

• A prolonged low interest rate environment also may subject us to increased

hedging costs or an increase in the amount of statutory reserves that our

insurance subsidiaries are required to hold for GMxB features, lowering

their statutory surplus, which would adversely affect their ability to pay

dividends to us. In addition, it may also increase the perceived value of

GMxB features to our policyholders, which in turn may lead to a higher

rate of annuitization and higher persistency of those products over time.

Finally, low interest rates may continue to cause an acceleration of DAC

amortization or reserve increase due to loss recognition for interest

sensitive products, primarily for our Protection Solutions segment.




For a discussion on derivatives we used to hedge interest rates, see Note 4 of
the Notes to the Consolidated Financial Statements.
Regulatory Developments
Our life insurance subsidiaries are regulated primarily at the state level, with
some policies and products also subject to federal regulation. In addition,
Holdings and its insurance subsidiaries are subject to regulation under the
insurance holding company laws of various U.S. jurisdictions. Furthermore, on an
ongoing basis, regulators refine capital requirements and introduce new
reserving standards. See "Business-Regulation" and "Risk Factors-Legal and
Regulatory Risks" in the 2019

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Form 10-K. Regulations recently adopted or currently under review can
potentially impact our statutory reserve, capital requirements and profitability
of the industry and result in increased regulation and oversight for the
industry.
•      COVID-19 Impact. In March 2020, in connection with the COVID-19 pandemic,

many U.S. state insurance regulators began issuing bulletins, directives

and guidance encouraging, requesting or directing licensed life insurance

companies to implement life insurance policy measures such as: providing

grace periods to policyholders for the payment of insurance premiums and

forbearing on the cancellation or non-renewal of life insurance policies

due to non-payment of premium. In addition, some states' governors have

issued emergency orders and state insurance commissioners have promulgated

emergency regulations requiring such actions. For example, the NYDFS,

which is the domiciliary regulator of our principal insurance subsidiary,

Equitable Life, promulgated a consolidated emergency regulation on March

30, 2020 requiring insurance company actions with respect to many lines of

insurance. Among other requirements, the NYDFS' Emergency Insurance

Regulation 216 provides that where a policyholder can demonstrate

financial hardship as a result of the COVID-19 pandemic, insurers

authorized to write life insurance or annuities in the state must, with

respect to group life insurance policies, extend grace periods for the

payment of premiums and fees to 90 days. With respect to any life

insurance policy or annuity contracts where the policyholder can

demonstrate financial hardship as a result of the COVID-19 pandemic, New

York licensed insurers are prohibited from imposing any late fees or

reporting such policyholder to a credit reporting agency or debt

collection agency in the event of a policyholder's failure to timely pay

premium and must permit policyholders who did not make a premium payment

due to financial hardship as a result of the COVID-19 pandemic to pay the

premium over a 12-month period. In connection with the NYDFS' emergency

measure, an insurer shall accept a policyholder's written attestation as

proof of financial hardship as a result of the COVID-19 pandemic.

• Variable Annuity Capital Standards. In 2015, the NAIC Financial Condition

(E) Committee established a working group to study and address, as

appropriate, regulatory issues resulting from variable annuity captive

reinsurance transactions, including reforms that would improve the current


       statutory reserve and RBC framework for insurance companies that sell
       variable annuity products. In August 2018, the NAIC adopted the new
       framework developed and proposed by this working group. Following its

referral to various NAIC committees to develop the full implementation


       details, the new framework became operational in January 2020. Among other
       changes, the new framework includes new prescriptions for reflecting hedge
       effectiveness, investment returns, interest rates, mortality and
       policyholder behavior in calculating statutory reserves and RBC. Once
       effective, it is expected to materially change the level of variable
       annuity reserves and RBC requirements as well as their sensitivity to
       capital markets including interest rate, equity markets, volatility and

credit spreads. Overall, we believe the NAIC reform has moved variable

annuity capital standards towards an economic framework and is consistent

with how we manage our business. The Company adopted the NAIC reserve and

capital framework for the year ended December 31, 2019.

• On February 26, 2020 the NYDFS adopted amendments to Regulation 213 that


       differ from the NAIC variable annuity reserve and capital framework. These
       amendments will not materially affect the Company's GAAP financial
       condition, results of operations or stockholders' equity.  However,
        Regulation 213, as amended, absent management action, will require our
       principal insurance subsidiary, Equitable Life, to carry statutory basis
       reserves for its variable annuity contract obligations equal to the

greater of those required under (i) the NAIC standard or (ii) a revised

version of the NYDFS requirement in effect prior to the adoption of the

amendment for contracts issued prior to January 1, 2020, and for policies

issued after that date a new standard that we believe is more conservative


       than the NAIC standard.  Absent management action, we believe that the
       adoption of the amendments will materially increase the statutory basis
       reserves that Equitable Life will be required to carry and, will
       materially and adversely affect the capacity of Equitable Life to

distribute dividends to the Company beyond 2020. As a holding company, we

rely on dividends and other payments from our subsidiaries and,

accordingly, any material limitation on Equitable Life's dividend capacity

could materially affect our ability to return capital to stockholders

through dividends and stock repurchases. The Company is considering

management actions to mitigate the impact of Regulation 213. These actions

could include seeking further amendment of Regulation 213 or exemptive


       relief therefrom to make the regulation's application to Equitable Life
       more consistent with the NAIC reserve and capital framework, as well as

changing our underwriting practices to emphasize issuing variable annuity


       products out of subsidiaries which are not domiciled in New York,
       increasing the use of reinsurance and other corporate transactions
       intended to reduce the impact of the regulation.  There can be no
       assurance that any management action individually or collectively will
       fully mitigate the impact of Regulation 213. Other state insurance
       regulators may also propose and adopt standards different from the NAIC
       framework.

• Fiduciary Rules / "Best Interest" Standards of Conduct. In the wake of the

March 2018 federal appeals court decision to vacate the DOL Rule, the DOL


       announced that it plans to issue revised fiduciary investment advice
       regulations. At this time, we cannot predict when those regulations will
       be issued, what form they may take or their potential impact



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on us. In addition, the NAIC as well as state regulators either have adopted or
are currently considering whether to apply an impartial conduct standard similar
to the DOL Rule to recommendations made in connection with certain annuities
and, in one case, to life insurance policies. For example, the NAIC has amended
its Suitability in Annuity Transactions Model Regulation to apply to a best
interest of the consumer standard on insurance producers' annuity
recommendations and to require that insurers supervise such recommendations, and
in July 2018, the NYDFS issued a final version of Regulation 187 that adopts a
"best interest" standard for recommendations regarding the sale of life
insurance and annuity products in New York. Regulation 187 took effect on August
1, 2019 with respect to annuity sales and took effect on February 1, 2020 for
life insurance sales and is applicable to sales of life insurance and annuity
products in New York. We have developed our compliance framework for Regulation
187 with respect to annuity sales as well as our life insurance business. In
addition, state regulators and legislatures in Nevada, New Jersey, Maryland and
Massachusetts have proposed measures that would make broker-dealers, sales
agents, and investment advisers and their representatives to be subject to a
fiduciary duty when providing products and services to customers, including
pension plans and IRAs. Massachusetts has adopted such a regulation applying a
fiduciary duty standard to broker-dealers and their agents, but it does not
apply to insurance product sales, including variable annuities. Beyond the New
York regulation, the likelihood of enactment of any such state-based regulation
is uncertain at this time, but if implemented, these regulations could have
adverse effects on our business and consolidated results of operations.
•      In June 2019, the SEC released a set of rules that, among other things,

enhance the existing standard of conduct for broker-dealers to require

them to act in the best interest of their clients ("Regulation Best

Interest"); clarify the nature of the fiduciary obligations owed by

registered investment advisers to their clients; impose new disclosure

requirements aimed at ensuring investors understand the nature of their

relationship with their investment professionals; and restrict certain


       broker-dealers and their financial professionals from using the terms
       "adviser" or "advisor". The effective date for compliance with these rules
       is June 30, 2020. Investment advisers to retail clients will also be

required to file new Form CRS, providing disclosures about its standard of

conduct and conflicts of interest, with the SEC and deliver copies of the

Form CRS to its retail clients. The intent of these rules is to impose on

broker-dealers an enhanced duty of care to their customers similar to that

which applies to investment advisers under existing law. Two lawsuits, one

by seven states and the District of Columbia and the other by private

firms, were filed in September 2019 and currently are pending, seeking to

vacate Regulation Best Interest. Former Rep. Barney Frank, D-Mass, and

former Sen. Chris Dodd, D-Conn, recently submitted an amicus brief

supporting a lawsuit initiated by XY Planning Network against the SEC with

respect to Regulation Best Interest, arguing that the regulation violates

the rule-making mandate in the Dodd-Frank Act and, as a result, should be

struck down. We are monitoring these developments and evaluating the

potential effect they may have on our business. In addition, FINRA is also

currently focusing on how broker-dealers identify and manage conflicts of

interest.

• Derivatives Regulation. The amount of collateral we are required to pledge

and the expenses we incur under our derivatives transactions are expected

to increase as a result of the requirement to pledge initial margin for

non-centrally cleared derivative transactions ("OTC" derivatives) entered

into after the phase-in period, which will likely be applicable to us in

September 2021 as a result of adoption by the Office of the Comptroller of

the Currency ("OCC"), the Federal Reserve Board, the FDIC, the Farm Credit

Administration, and the Federal Housing Finance Agency and the Commodity

Futures Trading Commission of final margin requirements for OTC
       derivatives. Also, the SEC has finalized and adopted the final set of
       rules related to security-based swaps, which triggers the compliance date
       for security-based swap entities registration and compliance with
       previously adopted rules regarding margin, capital, segregation,
       recordkeeping and reporting and business conduct for security-based
       swaps. The rules became effective on April 6, 2020. The compliance date
       for registration of (i) security-based swap dealers that incur a
       registration obligation as a result of meeting certain thresholds to be
       set by the SEC on August 6, 2021 will be November 1, 2021 and (ii) major

security-based swap participants that incur a registration obligation as a

result of security-based swap activities in their quarter ending September

30, 2021 will be December 1, 2021. We continue to monitor developments and


       are evaluating the potential effect these rules might have on our
       business.



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Impact of the SECURE Act
On December 20, 2019, President Trump signed into law the Setting Every
Community Up for Retirement Enhancement Act of 2019 (the "SECURE Act"). The
SECURE Act contains a number of provisions that affect the administration and
operation of defined contribution plans such as 401(k) and 403(b) plans and
IRAs, including provisions that encourage additional retirement savings and
lifetime income options, promote the adoption of retirement plans by small
employers, provide lifetime income portability, and accelerate the distribution
of retirement benefits of deceased retirees. Many provisions of the SECURE Act
become effective for plan years beginning after December 31, 2019. At this time,
we cannot predict the impact the SECURE Act will have on our business, financial
condition or results of operations.
Impact of the CARES Act
The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed
into law on March 27, 2020. Several tax provisions were included as part of a
broad economic relief package. These include the temporary allowance of Net
Operating Loss carrybacks and the acceleration of Alternative Minimum Tax
("AMT") credit refunds. The Company is assessing the economic and financial
statement impact of these provisions.
Impact of the Tax Reform Act
In December 2017, the Tax Reform Act was signed into law. The Tax Reform Act
reduced the federal corporate income tax rate to 21% and repealed the corporate
AMT while keeping existing AMT credits. It also contained measures affecting our
insurance companies, including changes to the DRD, insurance reserves and tax
DAC, and measures affecting our international operations. As a result of the Tax
Reform Act, our Net Income and Non-GAAP Operating Earnings has improved and the
tax liability on the earnings of our foreign subsidiaries has decreased.
In August 2018, the NAIC adopted changes to the RBC calculation, including the
C-3 Phase II Total Asset Requirement for variable annuities, to reflect the 21%
corporate income tax rate in RBC, which resulted in a reduction to our Combined
RBC Ratio.
Overall, the Tax Reform Act had a net positive economic impact on us, and we
continue to monitor regulations related to this reform.
Separation Costs
In connection with our separation from AXA, we have incurred and expect to
continue to incur one-time and recurring expenses. These expenses primarily
relate to information technology, compliance, internal audit, finance, risk
management, procurement, client service, human resources, rebranding and other
support services. The process of replicating and replacing functions, systems
and infrastructure provided by AXA or certain of its affiliates in order to
operate on a stand-alone basis is currently underway. These expenses, any
recurring expenses, including under the Transitional Services Agreement, and any
additional one-time expenses we may incur may be material. See "Risk Factors" in
the 2019 Form 10-K for additional information.
We estimate that the aggregate amount of the one-time expenses described above
will be approximately $700 million. Through March 31, 2020, a total of
$564 million has been incurred, of which $32 million and $24 million was
incurred in the three months ended March 31, 2020 and 2019, respectively.
Productivity Strategies
Retirement and Protection Businesses
We continue to build upon our productivity improvements through which we have
delivered more than $350 million in efficiency improvements from 2012 through
2017. Our productivity strategy includes several initiatives, including
relocating some of our real estate footprint away from the New York metropolitan
area, replacing or updating less efficient legacy technology infrastructure and
expanding existing outsourcing arrangements, which we believe will reduce costs
and improve productivity.
We anticipate that the savings from these initiatives will offset any
incremental ongoing expenses that we incur as a standalone company, and we
expect these initiatives to improve our operating leverage, increasing our
Non-GAAP Operating Earnings by approximately $75 million pre-tax per annum by
the end of 2020 since the date of our IPO.

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Investment Management and Research Business
AB has announced that it will establish its corporate headquarters in and
relocate approximately 1,250 jobs located in the New York metro area to,
Nashville, Tennessee. Beginning in 2025, AB estimates ongoing annual expense
savings of approximately $75 million to $80 million.
Key Operating Measures
In addition to our results presented in accordance with U.S. GAAP, we report
Non-GAAP Operating Earnings, Non-GAAP Operating ROE, Non-GAAP Operating ROC by
segment for our Individual Retirement, Group Retirement and Protection Solutions
segments, and Non-GAAP Operating Earnings per share, each of which is a measure
that is not determined in accordance with U.S. GAAP. Management principally uses
these non-GAAP financial measures in evaluating performance because they present
a clearer picture of our operating performance and they allow management to
allocate resources. Similarly, management believes that the use of these
Non-GAAP financial measures, together with relevant U.S. GAAP measures, provide
investors with a better understanding of our results of operations and the
underlying profitability drivers and trends of our business. These non-GAAP
financial measures are intended to remove from our results of operations the
impact of market changes (where there is mismatch in the valuation of assets and
liabilities) as well as certain other expenses which are not part of our
underlying profitability drivers or likely to re-occur in the foreseeable
future, as such items fluctuate from period-to-period in a manner inconsistent
with these drivers. These measures should be considered supplementary to our
results that are presented in accordance with U.S. GAAP and should not be viewed
as a substitute for the U.S. GAAP measures. Other companies may use similarly
titled non-GAAP financial measures that are calculated differently from the way
we calculate such measures. Consequently, our non-GAAP financial measures may
not be comparable to similar measures used by other companies.
We also discuss certain operating measures, including AUM, AUA, AV, Protection
Solutions Reserves and certain other operating measures, which management
believes provide useful information about our businesses and the operational
factors underlying our financial performance.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings is an after-tax non-GAAP financial measure used to
evaluate our financial performance on a consolidated basis that is determined by
making certain adjustments to our consolidated after-tax net income attributable
to Holdings. The most significant of such adjustments relates to our derivative
positions, which protect economic value and statutory capital, and are more
sensitive to changes in market conditions than the variable annuity product
liabilities as valued under U.S. GAAP. This is a large source of volatility in
net income.
Non-GAAP Operating Earnings equals our consolidated after-tax net income
attributable to Holdings adjusted to eliminate the impact of the following
items:
•     Items related to variable annuity product features, which include: (i)

certain changes in the fair value of the derivatives and other securities

we use to hedge these features; (ii) the effect of benefit ratio unlock

adjustments related to extraordinary economic conditions or events such as

COVID-19; and (iii) changes in the fair value of the embedded derivatives

reflected within variable annuity products' net derivative results and the


      impact of these items on DAC amortization on our SCS product.


•     Investment (gains) losses, which includes credit loss impairments of
      securities/investments, sales or disposals of securities/investments,
      realized capital gains/losses and valuation allowances;

• Net actuarial (gains) losses, which includes actuarial gains and losses as

a result of differences between actual and expected experience on pension

plan assets or projected benefit obligation during a given period related

to pension, other postretirement benefit obligations, and the one-time

impact of the settlement of the defined benefit obligation;

• Other adjustments, which includes restructuring costs related to severance,


      lease write-offs related to non-recurring restructuring activities,
      separation costs and impacts related to COVID-19; and

• Income tax expense (benefit) related to the above items and non-recurring

tax items, which includes the effect of uncertain tax positions for a given

audit period and permanent differences due to the Tax Reform Act.




Because Non-GAAP Operating Earnings excludes the foregoing items that can be
distortive or unpredictable, management believes that this measure enhances the
understanding of the Company's underlying drivers of profitability and trends in
our business, thereby allowing management to make decisions that will positively
impact our business.

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We use the prevailing corporate federal income tax rate of 21% in 2020 while
taking into account any non-recurring differences for events recognized
differently in our financial statements and federal income tax returns as well
as partnership income taxed at lower rates when reconciling Net income (loss)
attributable to Holdings to Non-GAAP Operating Earnings.
The table below presents a reconciliation of Net income (loss) attributable to
Holdings to Non-GAAP Operating Earnings for the three months ended March 31,
2020 and 2019:
                                                            Three Months Ended March 31,
                                                              2020                2019
                                                                   (in millions)
Net income (loss) attributable to Holdings              $       5,410       $        (775 )
Adjustments related to:
Variable annuity product features (1)                          (6,861 )     

1,540


Investment (gains) losses                                          (4 )                11

Net actuarial (gains) losses related to pension and other postretirement benefit obligations

                           27                  24
Other adjustments (2) (3)                                         634                  40
Income tax expense (benefit) related to above
adjustments (4)                                                 1,303                (337 )
Non-recurring tax items                                             6                   6
Non-GAAP Operating Earnings                             $         515       $         509


______________

(1) Includes COVID-19 impact on Variable annuity product features due to

assumption update of $1.5 billion and other COVID-19 related impacts of $35

million for the three months ended March 31, 2020.

(2) Includes assumption update due to COVID-19 of $1.0 billion and other COVID-19

related impacts of $51 million for the three months ended March 31, 2020.

(3) Includes separation costs of $32 million and $24 million for the three months

ended March 31, 2020 and 2019, respectively.

(4) Includes income taxes of $(534) million for the above related COVID-19 items

for the three months ended March 31, 2020.




Non-GAAP Operating ROE and Non-GAAP Operating ROC by Segment
We report Non-GAAP Operating ROE and Non-GAAP Operating ROC by segment for our
Individual Retirement, Group Retirement and Protection Solutions segments, each
of which is a Non-GAAP financial measure used to evaluate our profitability on a
consolidated basis and by segment, respectively.
We calculate Non-GAAP Operating ROE by dividing Non-GAAP Operating Earnings for
the previous twelve calendar months by consolidated average equity attributable
to Holdings' common shareholders, excluding Accumulated Other Comprehensive
Income ("AOCI"). We calculate Non-GAAP Operating ROC by segment by dividing
Operating earnings (loss) on a segment basis for the previous twelve calendar
months by average capital on a segment basis, excluding AOCI, as described
below. AOCI fluctuates period-to-period in a manner inconsistent with our
underlying profitability drivers as the majority of such fluctuation is related
to the market volatility of the unrealized gains and losses associated with our
available-for-sale ("AFS") securities.
Therefore, we believe excluding AOCI is more effective for analyzing the trends
of our operations. We do not calculate Non-GAAP Operating ROC by segment for our
Investment Management and Research segment because we do not manage that segment
from a return of capital perspective. Instead, we use metrics more directly
applicable to an asset management business, such as AUM, to evaluate and manage
that segment.
For Non-GAAP Operating ROC by segment, capital components pertaining directly to
specific segments such as DAC along with targeted capital are directly
attributed to these segments. Targeted capital for each segment is established
using assumptions supporting statutory capital adequacy levels, reflecting the
newly adopted NAIC RBC framework the company as of year end 2019. To enhance the
ability to analyze these measures across periods, interim periods are
annualized. Non-GAAP Operating ROE and Non-GAAP Operating ROC by segment should
not be used as substitutes for ROE.
The following table presents Return on Average equity attributable to Holdings'
common shareholders, excluding AOCI and Non-GAAP Operating ROE for the trailing
twelve months ended March 31, 2020.

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                                                                 Trailing Twelve Months Ended
                                                                        March 31, 2020
                                                                        (in millions)

Net income (loss) available to Holdings' common shareholders $

4,439

Average equity attributable to Holdings' common shareholders, excluding AOCI

                                                   $          

14,094

Return on average equity attributable to Holdings' common shareholders, excluding AOCI

31.5 %

Non-GAAP Operating Earnings available to Holdings' common shareholders

                                                     $          

2,390


Average equity attributable to Holdings' common shareholders,
excluding AOCI                                                   $              14,094
Non-GAAP Operating ROE                                                            17.0 %

The following table presents Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments for the trailing twelve months ended March 31, 2020.


                                                       Trailing Twelve 

Months Ended March 31, 2020


                                                   Individual                                Protection
                                                   Retirement        Group Retirement         Solutions
                                                                      (in millions)
Operating earnings                              $      1,579        $            415       $         385
Average capital (1)                             $      7,327        $          1,271       $       2,820
Non-GAAP Operating ROC                                  21.6 %                  32.7 %              13.7 %


______________

(1) For average capital amounts by segment, capital components pertaining

directly to specific segments such as DAC along with targeted capital are

directly attributed to these segments. Targeted capital for each segment is

established using assumptions supporting statutory capital adequacy levels,

reflecting the newly adopted NAIC RBC framework the company as of year end


    2019.



Non-GAAP Operating Earnings Per Common Share
Non-GAAP Operating Earnings per common share ("Non-GAAP EPS") is calculated by
dividing Non-GAAP Operating Earnings by diluted common shares outstanding. The
following table sets forth Non-GAAP Operating EPS for the three months ended
March 31, 2020 and 2019.
                                                           Three Months Ended March 31,
                                                              2020               2019
                                                                (per share amounts)

Net income (loss) attributable to Holdings (1) $ 11.67 $ (1.50 ) Less: Preferred stock dividends

                                  0.02                   -
Net income (loss) available to Holdings' common
shareholders                                                    11.65               (1.50 )
Adjustments related to:
Variable annuity product features (2)                          (14.80 )     

2.97


Investment (gains) losses                                       (0.01 )     

0.02

Net actuarial (gains) losses related to pension and other postretirement benefit obligations

                         0.06       

0.05


Other adjustments (3) (4)                                        1.36       

0.08


Income tax expense (benefit) related to above
adjustments (5)                                                  2.81               (0.65 )
Non-recurring tax items                                          0.01       

0.01


Non-GAAP Operating Earnings per common share            $        1.08

$ 0.98

______________

(1) Due to reporting a net loss for the three months ended March 31, 2019, basic

shares was used in the diluted earnings per common share calculation as the

use of diluted shares would have resulted in a lower loss per share.

(2) Includes COVID-19 impact on Variable annuity product features due to

assumption update of $3.17 and other COVID-19 related impacts of $0.08 for

the three months ended March 31, 2020.

(3) Includes assumption update due to COVID-19 of $2.13 and other COVID-19

related impacts of $0.11 for the three months ended March 31, 2020.

(4) Includes separation costs of $0.07 and $0.05 for the three months ended March

31, 2020 and 2019.

(5) Includes income taxes of $(1.15) for the above related COVID-19 items for the

three months ended March 31, 2020.

Assets Under Management


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AUM means investment assets that are managed by one of our subsidiaries and
includes: (i) assets managed by AB; (ii) the assets in our General Account
investment portfolio; and (iii) the Separate Accounts assets of our Individual
Retirement, Group Retirement and Protection Solutions businesses. Total AUM
reflects exclusions between segments to avoid double counting.
Assets Under Administration
AUA includes non-insurance client assets that are invested in our savings and
investment products or serviced by our Equitable Advisors platform. We provide
administrative services for these assets and generally record the revenues
received as distribution fees.
Account Value
AV generally equals the aggregate policy account value of our retirement
products. General Account AV refers to account balances in investment options
that are backed by the General Account while Separate Accounts AV refers to
Separate Accounts investment assets.
Protection Solutions Reserves
Protection Solutions Reserves equals the aggregate value of Policyholders'
account balances and Future policy benefits for policies in our Protection
Solutions segment.
Consolidated Results of Operations
Our consolidated results of operations are significantly affected by conditions
in the capital markets and the economy because we offer market sensitive
products. These products have been a significant driver of our results of
operations. Because the future claims exposure on these products is sensitive to
movements in the equity markets and interest rates, we have in place various
hedging and reinsurance programs that are designed to mitigate the economic
risks of movements in the equity markets and interest rates. The volatility in
Net income attributable to Holdings for the periods presented below results from
the mismatch between: (i) the change in carrying value of the reserves for GMDB
and certain GMIB features that do not fully and immediately reflect the impact
of equity and interest market fluctuations; and (ii) the change in fair value of
products with the GMIB feature that has a no-lapse guarantee, and our hedging
and reinsurance programs.
Ownership and Consolidation of AllianceBernstein
Our indirect, wholly-owned subsidiary, AllianceBernstein Corporation, is the
General Partner of AB. Accordingly, AB's results are fully reflected in our
consolidated financial statements.
Our blended economic interest in AB was approximately 65% and 65% for the three
months ended March 31, 2020 and 2019, respectively.
Effective Tax Rates
For interim reporting periods, we calculate income tax expense using an
estimated annual effective tax rate ("ETR"), with discrete items recognized in
the period in which they occur.
Consolidated Results of Operations
The following table summarizes our consolidated statements of income (loss) for
the three months ended March 31, 2020 and 2019:
                    Consolidated Statement of Income (Loss)
                                  (Unaudited)

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