EQUITABLE HOLDINGS REPORTS THIRD QUARTER 2024 RESULTS Form 8 K

EQUITABLE HOLDINGS REPORTS THIRD QUARTER 2024 RESULTS

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•Strong organic growth momentum with net inflows of $1.7 billion in Retirement1, $1.9 billion in Wealth Management and $1.1 billion in Asset Management

•Record assets under management and administration of $1.0 trillion, up 20% year-over-year

•Net loss of $134 million, or $(0.47) per share, Non-GAAP operating earnings2 of $501 million, or $1.53 per share; adjusting for notable items3, Non-GAAP operating earnings of $521 million, or $1.59 per share

•Returned $330 million to shareholders, in-line with 60-70% payout ratio target

•Expect 2024 cash generation4 at the high end of the Company's $1.4 billion to $1.5 billion guidance

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New York, NY, November 4, 2024 - Equitable Holdings, Inc. ("Equitable Holdings", "Holdings", or the "Company") (NYSE: EQH) today announced financial results for the third quarter ended September 30, 2024.

"Our third quarter results highlight sustained organic growth momentum across the company. Non-GAAP operating earnings per share of $1.53 increased 34% from the prior year quarter and were up 22% excluding notable items. In Retirement, our business is growing as we find solutions to serve more Americans' retirement needs, and we reported net inflows of $1.7 billion in the quarter. Our Wealth Management business delivered record advisory net inflows of $1.9 billion supported by advisor headcount growth and increased productivity. AllianceBernstein also reported its third consecutive quarter of net inflows, including $2.2 billion of active net inflows. The combination of strong new business activity and favorable market conditions drove assets under management and administration to a record $1.0 trillion, which will support future growth in both fee- and spread-based earnings," said Mark Pearson, President and Chief Executive Officer.

Mr. Pearson concluded, "Turning to capital, we returned $330 million to shareholders in the quarter, which translates to a 65% payout ratio, consistent with our 60-70% target. Based on our strong business performance and the capital generated year-to-date, we now expect 2024 cash generation to be at the higher end of our $1.4 billion to $1.5 billion guidance range. We remain on track to deliver $2.0 billion of annual cash generation by 2027."

1 Includes Individual Retirement and Group Retirement

2 This press release includes certain Non-GAAP financial measures. More information on these measures and reconciliations to the most comparable U.S. GAAP measures can be found in the "Use of Non-GAAP Financial Measures" section of this release.

3 Please refer to Exhibit 1 for a detailed reconciliation and definitions related to notable items.

4 Cash generation is the cash flow from asset and wealth management subsidiaries, along with capital generated in excess of the target combined NAIC RBC ratio at the insurance subsidiaries; Financial guidance assumes normal market conditions including 6% equity return, 2% dividend yield and interest rates following the forward curve is net dividends and distributions to Equitable Holdings from its subsidiaries

Consolidated Results
Third Quarter
(in millions, except per share amounts or unless otherwise noted)	2024	2023
Total Assets Under Management/Administration ("AUM/A", in billions)	$	1,034	$	860
Net income (loss) attributable to Holdings	(134)	1,064
Net income (loss) attributable to Holdings per common share	(0.47)	3.02
Non-GAAP operating earnings	501	413
Non-GAAP operating earnings per common share ("EPS")	1.53	1.15

As of September 30, 2024, total AUM/A was $1.0 trillion, a year-over-year increase of 20%, primarily driven by higher markets over the prior twelve months.

Net income (loss) attributable to Holdings for the third quarter of 2024 was $(134) million compared to $1.1 billion in the third quarter of 2023.

Non-GAAP operating earnings in the third quarter of 2024 was $501 million compared to $413 million in the third quarter of 2023. Adjusting for notable items5 of $20 million, third quarter 2024 Non-GAAP operating earnings was $521 million or $1.59 per share.

As of September 30, 2024, book value per common share including accumulated other comprehensive income ("AOCI") was $5.26. Book value per common share excluding AOCI was $26.16.

5 Please refer to Exhibit 1 for detailed reconciliation and definitions related to notable items.

Business Highlights

•Business segment highlights:

◦Individual Retirement ("IR") reported third quarter net inflows of $1.9 billion, and first year premiums were up 27% over the prior year quarter, with growth across all products. On a trailing twelve month basis, organic growth was 9%.

◦Group Retirement ("GR") reported third quarter net outflows of $246 million, including $87 million of outflows in the tax-exempt channel, which reflects seasonality in the business.

◦Asset Management (AllianceBernstein or "AB")6 reported net inflows of $1.1 billion. Active net inflows of $2.2 billion were primarily driven by the retail channel.

◦Protection Solutions ("PS") reported $793 million of gross written premiums with accumulation-oriented VUL first year premiums up 25% and Employee Benefits first year premiums up 32% over the prior year quarter.

◦Wealth Management ("WM") reported record advisory net inflows of $1.9 billion, with total assets under administration reaching $100 billion. On a trailing twelve month basis, advisory organic growth was 8%.

◦Legacy ("L") had $712 million of net outflows and continues to run-off at $2-$3 billion annually.

•Capital management program:

◦The Company returned $330 million to shareholders in the third quarter, including $76 million of quarterly cash dividends and $254 million of share repurchases. This was consistent with our payout ratio target of 60-70% of Non-GAAP operating earnings.

◦The Company reported cash and liquid assets of $2.0 billion at Holdings7 as of quarter end, which remains above the $500 million minimum target.

•Delivering shareholder value:

◦The Company has deployed $11 billion of its $20 billion capital commitment to AB. This supports growth in AB's Private Markets business, which currently has $68 billion in assets under management.

◦The Company remains on track to achieve its 2027 strategic targets of $150 million of net expense savings and $110 million of incremental general account investment income.

•Completed annual actuarial assumption review:

◦The Company completed its annual actuarial assumption update, which resulted in post-tax benefits of $16 million to net income and $3 million to Non-GAAP operating earnings.

6 Refers to AllianceBernstein L.P. and AllianceBernstein Holding L.P., collectively.

7 Excludes c.$400 million of cash at Holdings which is available to AllianceBernstein through its credit facility with Equitable Holdings.

Business Segment Results

Individual Retirement

(in millions, unless otherwise noted)	Q3 2024	Q3 2023
Account value (in billions)	$	108.9	$	83.5
Segment net flows (in billions)	1.9	1.7
Operating earnings (loss)	225	220

•Account value increased by 30%, driven by positive market performance and net inflows over the prior twelve months.

•Net inflows of $1.9 billion in the quarter were higher versus the prior year quarter, and first year premiums of $4.9 billion increased by 27%.

•Operating earnings of $225 million, were up year-over-year primarily due to higher net interest margin and fee-type revenue partially offset by higher commissions and distribution-related payments.

•Operating earnings adjusted for notable items8 decreased from $233 million in the prior year quarter to $231 million. Notable items of $6 million in the current period reflects lower net investment income from alternatives and a true-up commission adjustment.

Group Retirement

(in millions, unless otherwise noted)	Q3 2024	Q3 2023
Account value (in billions)	$	40.9	$	33.9
Segment net flows	(246)	(130)
Operating earnings (loss)	141	105

•Account value increased by 21%, primarily due to market performance over the prior twelve months.

•Net outflows of $246 million in the third quarter, including $87 million of net outflows from the tax-exempt channel due to seasonality in the K-12 educators offering. Institutional net inflows were limited in the quarter, in line with expectations, with additional plans expected to fund in 1H'25.

•Operating earnings increased from $105 million in the prior year quarter to $141 million, primarily due to higher fee-based revenue and higher net interest margin.

•Operating earnings adjusted for notable items9 increased from $113 million in the prior year quarter to $134 million. Notable items were $(8) million in the quarter and reflect an annual assumption update partially offset by lower net investment income from alternatives and one-time model updates.

8 Please refer to Exhibit 1 for a detailed reconciliation and definitions related to notable items.

9 Please refer to Exhibit 1 for a detailed reconciliation and definitions related to notable items.

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Asset Management

(in millions, unless otherwise noted)	Q3 2024	Q3 2023
Total AUM (in billions)	$	805.9	$	669.0
Segment net flows (in billions)	1.1	(1.9)
Operating earnings (loss)	111	99

•AUM increased by 20% due to market performance over the prior twelve months.

•Net inflows of $1.1 billion in the quarter as net inflows of $5.4 billion in the Retail channel and $0.1 billion in Private Wealth were partially offset by net outflows of $4.4 billion in the Institutional channel.

•Operating earnings increased from $99 million in the prior year quarter to $111 million, primarily due to higher base fees on higher average AUM and lower expenses, partially offset by higher commissions and distribution related expenses.

Protection Solutions

(in millions)	Q3 2024	Q3 2023
Gross written premiums	$	793	$	756
Annualized premiums	88	79
Operating earnings (loss)	46	34

•Annualized premiums increased 11% year-over-year, driven by VUL and Employee Benefits.

•Operating earnings increased from $34 million in the prior year quarter to $46 million, primarily due to improved net mortality experience, partially offset by annual assumption and one-time model updates.

•Operating earnings adjusted for notable items10 increased from $62 million in the prior year quarter to $73 million. Notable items of $27 million this period reflect the impact from annual assumption and one-time model updates and lower net investment income from alternatives.

Wealth Management

10 Please refer to Exhibit 1 for a detailed reconciliation and definitions related to notable items.

(in millions, unless otherwise noted)	Q3 2024	Q3 2023
Total AUA (in billions)	$	100.4	$	79.4
Advisory Net Flows (in billions)	1.9	0.9
Operating earnings (loss)	50	40

•AUA increased by 27% due to market performance and net inflows over the last twelve months.

•Record advisory net inflows of $1.9 billion in the quarter, primarily attributable to increased sales.

•Operating earnings increased from $40 million in the prior year quarter to $50 million, primarily due to higher advisory and distribution fees partially offset by higher commissions and distribution-related payments.

Legacy

(in millions)	Q3 2024	Q3 2023
Account value (in billions)	$	22.3	$	20.6
Net Flows	(712)	(560)
Operating earnings (loss)	27	31

•Account value increased 8% versus the prior year period as positive market performance was partially offset by outflows as the block runs off.

•Net outflows of $712 million were in line with expectations as this business continues to run-off at $2 billion to $3 billion annually.

•Operating earnings decreased from $31 million in the prior year quarter to $27 million, primarily due to lower net investment income as a result from lower average asset balances.

•Operating earnings adjusted for notable items11 increased from $29 million in the prior year quarter to $34 million. Notable items of $6 million in the current period include the impact from the annual assumption update and lower net investment income.

Corporate and Other ("C&O")

The operating loss of $99 million in the third quarter decreased from an operating loss of $116 million in the prior year quarter. After adjusting for notable items12, the operating loss increased from $109 million in the prior year quarter to $111 million.

11 Please refer to Exhibit 1 for a detailed reconciliation and definitions related to notable items.

12 Please refer to Exhibit 1 for a detailed reconciliation and definitions related to notable items.

Exhibit 1: Notable Items

Notable items represent the impact on results from our annual actuarial assumption review, approximate impacts attributable to significant variances from the Company's expectations, and other items that the Company believes may not be indicative of future performance. The Company chooses to highlight the impact of these items and give Non-GAAP measures less notable items to provide a better understanding of our results of operations in a given period. Certain figures may not sum due to rounding.

Impact of notable items by segment and Corporate & Other:

Three Months Ended September 30,
(in millions)	2024	2023
Non-GAAP Operating Earnings	$	501	$	413
Post-tax Adjustments related to notable items:
Individual Retirement	6	13
Group Retirement	9	9
Asset Management	-	-
Protection Solutions	18	37
Wealth Management	-	-
Legacy	-	1
Corporate & Other	(10)	8
Notable items subtotal	23	68
Impact of Actuarial Assumption Update	(3)	(13)
Non-GAAP Operating Earnings, less Notable Items	$	521	$	468

Impact of notable items by item category:

Three Months Ended September 30,
(in millions)	2024	2023
Non-GAAP Operating Earnings	$	501	$	413
Pre-tax adjustments related to Notable Items:
Model Updates/True-Up Adjustments	12	4
Mortality	-	35
Expenses	-	-
Net Investment Income	16	24
Subtotal	27	63
Post-tax impact of Notable Items	23	68
Impact of Actuarial Assumption Update	(3)	(13)
Non-GAAP Operating Earnings, less Notable Items	$	521	$	468

Earnings Conference Call

Equitable Holdings will host a conference call at 9 a.m. ET on November 5, 2024 to discuss its third quarter 2024 results. The conference call webcast, along with additional earnings materials, will be accessible on the company's investor relations website at ir.equitableholdings.com. Please log on to the webcast at least 15 minutes prior to the call to download and install any necessary software.

To register for the conference call, please use the following link:

EQH Third Quarter 2024 Earnings Call

After registering, you will receive an email confirmation including dial in details and a unique conference call code for entry. Registration is open through the live call. To ensure you are connected for the full call we suggest registering a day in advance or at minimum 10 minutes before the start of the call.

A webcast replay will be made available on the Equitable Holdings Investor Relations website at ir.equitableholdings.com.

About Equitable Holdings

Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable Advisors. Equitable Holdings has $1,034 billion in assets under management and administration (as of 9/30/2024) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has 4,400 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country.

Contacts:

Investor Relations

Erik Bass

(212) 314-2476

[email protected]

Media Relations

Sophia Kim

(212) 314-2010

[email protected]

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Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "believes," "anticipates," "intends," "seeks," "aims," "plans," "assumes," "estimates," "projects," "should," "would," "could," "may," "will," "shall" or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management's current expectations and beliefs concerning future developments and their potential effects upon Equitable Holdings, Inc. ("Holdings") and its consolidated subsidiaries. These forward-looking statements include, but are not limited to, statements regarding projections, estimates, forecasts and other financial and performance metrics and projections of market expectations. "We," "us" and "our" refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.

These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including the impact of geopolitical conflicts and related economic conditions, equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, protection of confidential customer information or proprietary business information, operational failures by us or our service providers, potential strategic transactions, changes in accounting standards, and catastrophic events, such as the outbreak of pandemic diseases including COVID-19; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults by third parties and affiliates and economic downturns, defaults and other events adversely affecting our investments; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, variations in statutory capital requirements, financial strength and claims-paying ratings, state insurance laws limiting the ability of our insurance subsidiaries to pay dividends and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves and experience differing from pricing expectations, amortization of deferred acquisition costs and financial models; (vii) our Asset Management segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services; (viii) recruitment and retention of key employees and experienced and productive financial professionals; (ix) subjectivity of the determination of the amount of allowances and impairments taken on our investments; (x) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (xi) risks related to our common stock and (xii) general risks, including strong industry competition, information systems failing or being compromised and protecting our intellectual property.

Forward-looking statements, including any financial guidance, should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings' filings with the Securities and Exchange Commission. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

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Forward-looking Non-GAAP Metrics

The Company has presented forward-looking statements regarding Non-GAAP operating earnings, Non-GAAP operating earnings per share and Adjusted Operating Margin at AB. These non-GAAP financial measures are derived by excluding certain amounts, expenses or income, from the corresponding financial measures determined in accordance with GAAP. The determination of the amounts that are excluded from these non-GAAP financial measures is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period. We are unable to present a quantitative reconciliation of forward-looking adjusted operating earnings per share and payout ratio targeted to non-GAAP operating earnings to their most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measures without unreasonable effort or expense. In addition, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company's future financial results. These non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties, including, among others changes in connection with quarter-end and year-end adjustments. Any variations between the Company's actual results and preliminary financial data set forth above may be material.

Use of Non-GAAP Financial Measures

In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings, Non-GAAP Operating ROE, and Non-GAAP operating common EPS, 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 a 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.

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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 the variable annuity product MRBs. 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) changes in the fair value of MRB and purchased MRB, including the related attributed fees and claims, offset by derivatives and other securities used to hedge the MRB which result in residual net income volatility as the change in fair value of certain securities is reflected in OCI and due to our statutory capital hedge program; and (ii) market adjustments to deposit asset or liability accounts arising from reinsurance agreements which do not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk;

•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 primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, COVID-19 related impacts, net derivative gains (losses) on certain Non-GMxB derivatives, Net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses and realized capital gains/losses from sales or disposals of select securities, certain legal accruals; a bespoke deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; 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 changes to the deferred tax valuation allowance.

In the fourth quarter of 2023, the Company updated its operating earnings measure to exclude the impact of realized amounts related to equity classified instruments. The recognition of the realized capital gains and losses from investments in current Net investment income is generally considered distortive and not reflective of the ongoing core business activities of the segments. The presentation of operating earnings in prior periods was not revised to reflect this modification. The impact to operating earnings was immaterial for the three and nine months ended September 30, 2023.

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In the first quarter of 2024, the Company began allocating to its business segments collateral expense resulting from a designated rate to be paid on the collateral held back to counterparties. The new segment allocation methodology for collateral expense is based on the income earned on cash equivalents held in the surplus segments and income earned in portfolios backing collateral expenses, such that the collateral expense would be allocated to the segments up to that amount. Any remaining amount is included within Corporate and Other. This expense was previously recorded in Corporate and Other with no allocation to our business segments in prior reporting periods.

The presentation of operating earnings in prior periods was not revised to reflect this modification, however, the Company estimated that allocating collateral expense to the segments for the twelve months ended December 31, 2023 and 2022, respectively, would have resulted in a decrease to operating earnings of $4.0 million and $0.8 million for Individual Retirement, $7.7 million and $1.4 million for Group Retirement, $21.9 million and $2.5 million for Protection Solutions, $4.2 million and $1.0 million for Legacy, and an increase of $37.8 million and $5.7 million for Corporate and Other. The impact to operating earnings for each segment during the quarters of 2023 was not material. Total Company operating earnings were not impacted.

During the third quarter 2024, the Company moved revenues and expenses related to payout annuitizations from the Legacy segment to the Individual Retirement segment. Now all payout annuities will be reported within the Individual Retirement segment as the block is managed on an aggregate basis. Prior periods have been recast to reflect this change.

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.

We use the prevailing corporate federal income tax rate of 21% 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.

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The table below presents a reconciliation of Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,	Nine Months Ended September 30,
(in millions)	2024	2023	2024	2023
Net income (loss) attributable to Holdings	$	(134)	$	1,064	$	408	$	2,000
Adjustments related to:
Variable annuity product features (1)	738	(1,380)	1,136	(584)
Investment (gains) losses	46	411	101	554
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	13	8	44	26
Other adjustments (2) (3) (4)	-	91	59	198
Income tax expense (benefit) related to above adjustments	(167)	183	(281)	(40)
Non-recurring tax items (5)	5	36	18	(936)
Non-GAAP Operating Earnings	$	501	$	413	$	1,485	$	1,218

______________

(1)Includes the impact of favorable assumption updates of $16 million for the three and nine months ended September 30, 2024, respectively and 40 million for the three and nine months ended September 30, 2023, respectively.

(2)Includes certain gross legal expenses related to the COI litigation of $0 million and $106 million for the three and nine months ended September 30, 2024, respectively, and $0 million and $35 million for the three and nine months ended September 30, 2023, respectively. Includes the impact of unfavorable annual actuarial assumptions updates related to LFPB of $61 million for the three and nine months ended September 30, 2023.

(3)For the nine months ended September 30, 2024, includes $82 million of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

(4)For the three and nine months ended September 30, 2024, includes $78 million contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.

(5)For the three and nine months ended September 30, 2024 and 2023, respectively, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period. An increase of the deferred tax valuation allowance of $20 million and a decrease of $970 million for the three and nine months ended September 30, 2023, respectively.

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Non-GAAP Operating EPS

Non-GAAP Operating Earnings per common share is calculated by dividing Non-GAAP Operating Earnings less preferred stock dividends by diluted common shares outstanding. The table below presents a reconciliation of GAAP EPS to Non-GAAP Operating EPS for the three and nine months ended September 30, 2024 and 2023.

Three Months Ended September 30,	Nine Months Ended September 30,
(per share amounts)	2024	2023	2024	2023
Net income (loss) attributable to Holdings	$	(0.42)	$	3.06	$	1.25	$	5.62
Less: Preferred stock dividend	0.05	0.04	0.17	0.15
Net Income (loss) available to common shareholders	(0.47)	3.02	1.08	5.47
Adjustments related to:
Variable annuity product features (1)	2.32	(3.97)	3.47	(1.64)
Investment (gains) losses	0.14	1.18	0.31	1.56
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	0.04	0.02	0.13	0.07
Other adjustments (2) (3) (4)	-	0.27	0.19	0.55
Income tax expense (benefit) related to above adjustments	(0.52)	0.53	(0.86)	(0.11)
Non-recurring tax items (5)	0.02	0.10	0.05	(2.63)
Non-GAAP Operating Earnings	$	1.53	$	1.15	$	4.37	$	3.27

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(1)Includes the impact of favorable assumption updates of $0.05 for the three and nine months ended September 30, 2024, respectively and 0.11 for the three and nine months ended September 30, 2023, respectively.

(2)Includes certain gross legal expenses related to the COI litigation of $0 and $0.32 for the three and nine months ended September 30, 2024, respectively, and $0 and $0.10 for the three and nine months ended September 30, 2023, respectively. Includes the impact of unfavorable annual actuarial assumptions updates related to LFPB of $0.18 and $0.17 for the three and nine months ended September 30, 2023.

(3)For the nine months ended September 30, 2024, includes $0.25 of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

(4)For the three and nine months ended September 30, 2024 includes $0.24 contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.

(5)For the three and nine months ended September 30, 2024 and 2023, respectively, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period. An increase of the deferred tax valuation allowance of $0.06 and a decrease of $2.73 for the three and nine months ended September 30, 2023, respectively.

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Book Value per common share, excluding AOCI

We use the term "book value" to refer to total equity attributable to Holdings' common shareholders. Book Value per common share, excluding AOCI, is our total equity attributable to Holdings, excluding AOCI and preferred stock, divided by ending common shares outstanding.

	September 30, 2024	December 31, 2023
Book value per common share	$	5.26	$	3.26
Per share impact of AOCI	20.90	23.30
Book Value per common share, excluding AOCI	$	26.16	$	26.56

Other Operating Measures

We also use certain operating measures which management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Account Value ("AV")

Account value generally equals the aggregate policy account value of our retirement products.

Assets Under Management ("AUM")

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 account assets of our Individual Retirement, Group Retirement and Protection Solutions businesses. Total AUM reflects exclusions between segments to avoid double counting.

Assets Under Management ("AUA")

AUA means advisory and brokerage investment assets included in the Company's Wealth Management segment.

Segment net flows

Net change in segment customer account balances in a period including, but not limited to, gross premiums, surrenders, withdrawals and benefits. It excludes investment performance, interest credited to customer accounts and policy charges.

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Consolidated Statements of Income (Loss) (Unaudited)

Three Months Ended September 30,	Nine Months Ended September 30,
	2024	2023	2024	2023
(in millions)
REVENUES
Policy charges and fee income	$	626	$	599	$	1,857	$	1,781
Premiums	313	267	870	823
Net derivative gains (losses)	(714)	615	(2,298)	(1,143)
Net investment income (loss)	1,309	1,071	3,694	3,097
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans	(28)	(65)	(63)	(145)
Other investment gains (losses), net	(18)	(346)	(38)	(409)
Total investment gains (losses), net	(46)	(411)	(101)	(554)
Investment management and service fees	1,287	1,217	3,805	3,579
Other income	301	266	989	775
Total revenues	3,076	3,624	8,816	8,358
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits	663	693	2,007	2,107
Remeasurement of liability for future policy benefits	16	49	9	46
Change in market risk benefits and purchased market risk benefits	79	(817)	(1,154)	(1,772)
Interest credited to policyholders' account balances	708	556	1,879	1,520
Compensation and benefits	571	593	1,768	1,742
Commissions and distribution-related payments	485	405	1,385	1,178
Interest expense	55	55	174	171
Amortization of deferred policy acquisition costs	184	165	525	472
Other operating costs and expenses	329	450	1,309	1,339
Total benefits and other deductions	3,090	2,149	7,902	6,803
Income (loss) from continuing operations, before income taxes	(14)	1,475	914	1,555
Income tax (expense) benefit	40	(340)	(106)	677
Net income (loss)	26	1,135	808	2,232
Less: Net income (loss) attributable to the noncontrolling interest	160	71	400	232
Net income (loss) attributable to Holdings	(134)	1,064	408	2,000
Less: Preferred stock dividends	14	14	54	54
Net income (loss) available to Holdings' common shareholders	$	(148)	$	1,050	$	354	$	1,946

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Earnings Per Common Share

Three Months Ended September 30,	Nine Months Ended September 30,
	2024	2023	2024	2023
(in millions)
Earnings per common share
Basic	$	(0.47)	$	3.03	$	1.09	$	5.49
Diluted	$	(0.47)	$	3.02	$	1.08	$	5.47
Weighted average shares
Weighted average common stock outstanding for basic earnings per common share	318.2	346.4	324.2	354.4
Weighted average common stock outstanding for diluted earnings per common share (1)	318.2	348.0	327.7	355.9

(1)For the three and nine months ended September 30, 2024 and 2023, 6.4 million, 3.0 million, 3.5 million and 2.4 million, respectively, of outstanding stock awards, were not included in the computation of diluted earnings per share because their effect was anti-dilutive.

Results of Operations by Segment

Three Months Ended September 30,	Nine Months Ended September 30,
2024	2023	2024	2023
(in millions)
Operating earnings (loss) by segment:
Individual Retirement	$	225	$	220	$	713	$	671
Group Retirement	141	105	390	301
Asset Management	111	99	318	297
Protection Solutions	46	34	154	23
Wealth Management	50	40	137	114
Legacy	27	31	93	119
Corporate and Other (1)	(99)	(116)	(320)	(307)
Non-GAAP Operating Earnings	$	501	$	413	$	1,485	$	1,218

______________

(1)Includes interest expense and financing fees of $57 million and $171 million for the three and nine months ended September 30, 2024, respectively, and $54 million and $173 million for the three and nine months ended September 30, 2023, respectively.

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Select Balance Sheet Statistics

September 30, 2024	December 31, 2023
	(in millions)
ASSETS
Total investments and cash and cash equivalents	$	123,825	$	110,412
Separate Accounts assets	137,407	127,251
Total assets	298,989	276,814
LIABILITIES
Long-term debt	$	3,831	$	3,820
Future policy benefits and other policyholders' liabilities	17,936	17,363
Policyholders' account balances	107,433	95,673
Total liabilities	292,791	271,656
EQUITY
Preferred stock	1,562	1,562
Accumulated other comprehensive income (loss)	(6,595)	(7,777)
Total equity attributable to Holdings	$	3,220	$	2,649
Total equity attributable to Holdings' common shareholders (ex. AOCI)	8,253	8,864

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Assets Under Management (Unaudited)

September 30, 2024	December 31, 2023
(in billions)
Assets Under Management
AB AUM	$	805.9	$	725.2
Exclusion for General Account and other Affiliated Accounts	(71.7)	(75.0)
Exclusion for Separate Accounts	(61.7)	(44.5)
AB third party	$	672.6	$	605.7
Total company AUM
AB third party	$	672.6	$	605.7
General Account and other Affiliated Accounts (1) (3) (4)	123.8	110.4
Separate Accounts (2) (3) (4)	137.4	127.3
Total AUM	$	933.8	$	843.4

_______________

(1) "General Account and Other Affiliated Accounts" refers to assets held in the general accounts of our insurance companies and other assets on which we bear the investment risk.

(2) "Separate Accounts" refers to the separate account investment assets of our insurance subsidiaries excluding any assets on which we bear the investment risk.

(3) As of September 30, 2024 and December 31, 2023, Separate Account is inclusive of $12.8 billion and $12.5 billion & General Account AUM is inclusive of $44 million and $49 million, respectively, Account Value ceded to Venerable.

(4) As of September 30, 2024 and December 31, 2023, Separate Account is inclusive of $7.1 billion and $6.4 billion & General Account AUM is inclusive of $3.3 billion and $3.6 billion, respectively, Account Value ceded to Global Atlantic.

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