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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2025
Equitable Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38469 |
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90-0226248 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1345 Avenue of the Americas, New York, New York |
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10105 |
(Address of principal executive offices) |
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(Zip Code) |
(212) 554-1234
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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EQH |
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New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A |
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EQH PR A |
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New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C |
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EQH PR C |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 |
Entry Into a Material Definitive Agreement |
On February 23, 2025, subsidiaries of Equitable Holdings, Inc., a Delaware corporation (the “Company”), Equitable Financial Life Insurance Company, a New York-domiciled insurance company (“EFLIC”), Equitable Financial Life Insurance Company of America, an Arizona-domiciled insurance company (“EFLOA”), and Equitable Financial Life and Annuity Company, a Colorado-domiciled insurance company (“EFLA” and, together with EFLIC and EFLOA, the “Ceding Companies” and each, a “Ceding Company”), entered into a Master Transaction Agreement (the “Agreement”) with RGA Reinsurance Company, a Missouri-domiciled insurance company (“Reinsurer”), pursuant to which, among other things, at the closing of the transactions contemplated thereby, (i) Reinsurer and EFLIC and EFLOA will enter into a separate coinsurance and modified coinsurance agreement and Reinsurer and (ii) EFLA will enter into a coinsurance agreement (each, a “Reinsurance Agreement” and, together, the “Reinsurance Agreements”), pursuant to which each Ceding Company will cede to the Reinsurer a 75% quota share of such Ceding Company’s in-force individual life insurance block (the “Reinsured Contracts”). Each Ceding Company will cede their respective general account liabilities on a coinsurance basis and their respective separate account liabilities, if any, on a modified coinsurance basis.
Reinsurer will deposit assets supporting the general account liabilities relating to the Reinsured Contracts into separate trust accounts for the benefit of each Ceding Company, which assets will secure its obligations to each Ceding Company under the applicable Reinsurance Agreement. Each Ceding Company will reinsure the separate accounts relating to the Reinsured Contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The Reinsurance Agreements also contain additional counterparty risk management and mitigation provisions.
As consideration for the transaction, the Company, through the Ceding Companies, expects to receive over $2 billion of value, which includes a positive ceding commission and release of capital.
Under the terms of the Agreement, within three months of the closing of the transactions, AllianceBernstein L.P., an affiliate of the Company (“AB”), is expected to enter into an investment advisory agreement with Reinsurer, with specific terms to be agreed between the date hereof and the closing of the transactions, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the Reinsurance Agreements for, subject to certain provisions, a minimum of twenty-five years. Each Ceding Company will continue to administer the Reinsured Contracts.
The Agreement contains customary representations and warranties as well as covenants by each of the parties. The representations and warranties in the Agreement are the product of negotiation among the parties to the Agreement and are for the sole benefit of such parties. Any inaccuracies of such representations and warranties are subject to waiver by such parties in accordance with the Agreement without notice or liability to any other person. In some instances, the representations and warranties in the Agreement may represent an allocation among the parties of risk associated with particular matters, and the assertions embodied in those representations and warranties are qualified by information disclosed by one party to the other in connection with the execution of the Agreement. Consequently, persons other than the parties to the Agreement may not rely upon the representations and warranties in the Agreement as characterizations of actual facts or circumstances as of the date of the Agreement or as of any other date. Each of the Ceding Companies and Reinsurer has agreed to indemnify the other party and their respective affiliates with respect to certain losses arising out of or resulting from breaches of its representations, warranties and covenants, as well as for certain other matters.
The transaction is expected to close in mid-2025. The consummation of the closing under the Agreement is subject to the satisfaction or waiver of customary closing conditions specified in the Agreement, including, among other things, (i) the receipt of required regulatory approvals, without imposing a burdensome condition, and (ii) absence of a material adverse effect on Reinsurer (in the case of the Ceding Companies) or the Reinsured Contracts (in the case of Reinsurer), subject to certain exceptions and qualifications.
Item 7.01 |
Regulation FD Disclosure |
On February 24, 2025, the Company issued a press release announcing entry into the Agreement and the transactions contemplated thereby. Additional details about this transaction can be found in such press release issued by the Company on February 24, 2025 and furnished as Exhibit 99.1 to this Form 8-K. The Company will also host a conference call at 8:00 a.m. ET on Monday, February 24, 2025 to discuss the transaction. The conference call webcast, along with a presentation with additional information on the transaction, will be accessible on the Company’s Investor Relations website at ir.equitableholdings.com, with such presentation furnished as Exhibit 99.2 to this Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Safe Harbor
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,” “forecasts,” “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 the Company 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 the Company and its consolidated subsidiaries, unless the context refers only to the Company as a corporate entity. There can be no assurance that future developments affecting the Company 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, changes in tariffs and trade barriers, 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) our ability to satisfy the customary closing conditions in connection with the reinsurance transactions described herein; (iii) 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; (iv) 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; (v) our reinsurance and hedging programs; (vi) 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; (vii) 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; (viii) our Asset Management segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services; (ix) recruitment and retention of key employees and experienced and productive financial professionals; (x) subjectivity of the determination of the amount of allowances and impairments taken on our investments; (xi) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (xii) risks related to our common stock and (xiii) general risks, including strong industry competition, information systems failing or being compromised and protecting our intellectual property.
Forward-looking statements should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in the Company’s 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EQUITABLE HOLDINGS, INC. |
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Date: February 24, 2025 |
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By: |
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/s/ Ralph Petruzzo |
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Name: |
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Ralph Petruzzo |
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Title: |
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Deputy General Counsel |
Exhibit 99.1
Equitable Holdings Reinsures 75% of its Individual Life Block with RGA,
Enhancing Focus on Growth in Retirement, Asset Management, and Wealth Management
Transaction will free over $2 billion of deployable capital
Capital will be redeployed for incremental share repurchases and to increase Equitable Holdings
ownership stake in AllianceBernstein (AB)
Increases the percentage of earnings and cash flow from asset and wealth management businesses
New York, NY, February 24, 2025 Equitable Holdings, Inc. (NYSE: EQH), the leading financial services holding company
of Equitable, AllianceBernstein and Equitable Advisors, announced today that certain of its insurance company subsidiaries1 have entered into an agreement with RGA Reinsurance Company
(RGA) to reinsure 75% of the Companys in-force individual life insurance block (the Block) on a pro-rata basis. The transaction will
generate over $2 billion of value for Equitable Holdings, which includes a positive ceding commission and release of capital.
This morning, the
Company also announced its intention to increase its ownership stake in AB through a tender offer to purchase up to $1.8 billion of units of AllianceBernstein Holdings L.P. Please see our separate release issued today announcing the tender
offer. In addition, the Company plans to execute $500 million of incremental share repurchases, above our 60-70% payout ratio target, following the close of the transaction2.
We are very pleased to have reached agreement with RGA on this transaction, which creates
compelling strategic and financial value for Equitable, is accretive to our 2027 financial targets, and is a good outcome for our policyholders. The transaction enhances our focus on Retirement, Asset Management, and Wealth Management, which are
high return on capital businesses with attractive growth prospects where we have a clear right to win. Were particularly excited about the opportunity to increase our ownership in AllianceBernstein and capture more of the strong synergies
between the two companies as we firmly believe that combining insurance and asset management generates value, said Mark Pearson, President and Chief Executive Officer of Equitable Holdings.
The transaction has been approved by the Equitable Holdings Board of Directors and is expected to close in mid-2025,
subject to customary closing conditions, including receipt of regulatory approvals.
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Equitable Financial Life Insurance Company, Equitable Financial Life Insurance Company of America and Equitable
Financial Life and Annuity Company. |
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The Board of Directors authorized an additional $1.5 billion share repurchase program. Under this
authorization, the Company may, from time to time, purchase shares of its common stock through various means including open market transactions, privately negotiated transactions, forward, derivative, accelerated repurchase, or automatic share
repurchase transactions, or tender offers. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time. |
Transaction Highlights
Key Terms:
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Equitable is reinsuring 75% of its individual life insurance block on a
pro-rata basis. |
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As part of the transaction, AB is expected to continue managing approximately 70% of the general account assets
being reinsured. |
Financial Impacts:
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Will generate over $2 billion of value for Equitable Holdings, which includes a positive ceding commission
and capital release. |
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Based on current markets, we estimate a GAAP net loss at close and a reduction in book value excluding
accumulated other comprehensive income. |
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Following the redeployment of capital, we expect that the transaction will have limited impact on Non-GAAP operating earnings3 and cash generation and be accretive to Non-GAAP operating earnings per share.
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Barclays has served as financial advisor with Willkie Farr & Gallagher LLP acting as legal counsel to Equitable Holdings in
connection with this transaction. Oliver Wyman served as actuarial advisor for Equitable.
Conference Call
Equitable Holdings will host a conference call at 8 a.m. ET on Monday, February 24, 2025 to discuss the transaction. The conference call webcast along
with a presentation will be accessible on the Companys 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 Strategic Update
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 15 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.
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This press release includes references to certain Non-GAAP financial
measures. Please refer to Exhibit 1 for more information on these measures. |
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 $1.0 trillion in assets under management and administration (as of 12/31/2024) 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 4,600 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management
services to clients across the country.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Words such as expects, believes, anticipates,
forecasts, 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 managements current expectations and beliefs concerning future developments and
their potential effects upon Equitable Holdings, Inc. (Holdings) and its consolidated subsidiaries. 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, changes in tariffs and trade barriers, 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;
our ability to satisfy the customary closing conditions in connection with the reinsurance transaction described herein; (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; (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 should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings Annual Report on Form 10-K for the year ended
December 31, 2024 and in
Holdings subsequent 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.
Additional Information and Where to Find It
This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any
securities, nor is it a substitute for the tender offer materials that will be filed with the SEC, including among other materials, a tender offer statement on Schedule TO containing an Offer to Purchase, the related Letter of Transmittal and other
materials relating to the tender offer. AB Unitholders are urged to read carefully and in their entirety the information in the Offer to Purchase and in the Letter of Transmittal (as they may be amended or supplemented), including the purposes and
effects of the tender offer, because they will contain important information that unitholders should consider before making any decision regarding the tender offer. The Offer to Purchase and related Letter of Transmittal will be made available free
of charge on the SECs website at www.sec.gov.
Contacts:
Investor Relations
Erik Bass
(212) 314-2476
IR@equitable.com
Media Relations
Laura Yagerman
(212)
314-2010
mediarelations@equitable.com
Reference to the 1859 founding applies specifically and exclusively to Equitable Financial Life Insurance Company (NY, NY).
Exhibit 1
Use of Non-GAAP Financial Measures
In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings and Non-GAAP operating 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.
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:
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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; |
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Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals
of securities/investments, realized capital gains/losses and valuation allowances; |
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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; |
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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 |
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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. |
Because Non-GAAP Operating Earnings excludes items that can be distortive or unpredictable, management believes that
this measure enhances the understanding of the Companys 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.
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.
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Exhibit 99.2 Equitable Holdings Individual Life Strategic Transaction
Review February 24, 2025 Equitable
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Disclaimers This presentation contains forward-looking statements. Words
such as “expects,” “believes,” “anticipates,” “forecasts,” “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 financials 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, changes in tariffs and trade barriers, 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;
our ability to satisfy the customary closing conditions in connection with the reinsurance transaction described herein; (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; (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. This presentation and certain of the remarks made orally contain Non-GAAP financial measures. Non-GAAP financial measures include Non-GAAP operating earnings, and Non-GAAP operating EPS. Information regarding these and other
Non-GAAP financial measures, including reconciliations to the most directly comparable GAAP financial measures, is provided in our quarterly earnings press releases and in our quarterly financial supplements, which are available on our Investor
Relations website at ir.equitableholdings.com. See also Appendix A. 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. This presentation is provided for informational purposes only and does not constitute an offer to
purchase or a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that will be filed with the SEC, including among other materials, a tender offer statement on Schedule TO containing an Offer to
Purchase, the related Letter of Transmittal and other materials relating to the tender offer. AB Unitholders are urged to read carefully and in their entirety the information in the Offer to Purchase and in the Letter of Transmittal (as they may be
amended or supplemented), including the purposes and effects of the tender offer, because they will contain important information that unitholders should consider before making any decision regarding the tender offer. The Offer to Purchase and
related Letter of Transmittal will be made available free of charge on the SEC's website at www.sec.gov. Life Strategic Transaction 2
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Equitable’s growth strategy is focused on three core markets
Retirement Asset management Wealth Management □ High return on capital businesses ü □ Attractive secular growth dynamics ü □ Strong synergies across businesses ü □ Market leading positions with a clear right to
win ü Life Strategic Transaction 3
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Individual Life Insurance is not a growth focus for Equitable U.S. Life
Market Dynamics Equitable’s Life Business § Low return on capital in-force block § Market is dominated by mutual insurers § Historical earnings volatility due to high § Most products are capital intensive face value
policies with low reinsurance § High distribution costs § Sub-scale versus larger competitors § Uncertain future mortality experience § Important offering for Equitable Advisors Strategic Review Outcome ü Reinsure 75% of
in-force individual life block ü Focus manufacturing on VUL and Equitable Advisors ü Right sizing cost base Life Strategic Transaction 4
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Life transaction delivers compelling strategic and financial value ●
Reinsuring 75% of in-force individual life insurance block to RGA on a pro-rata basis ● AB expects to continue managing approximately 70% of the general account assets Transaction overview ● Total value of over $2 billion from positive
ceding commission and capital release ● Individual life has been a low-return business for Equitable ● Equitable will meet the protection needs of its clients by manufacturing select individual life products for Equitable Advisors and
providing access to third-party products Strategic rationale ● Transaction frees capital to redeploy in higher-return businesses ● Shifts business mix toward higher-multiple segments ● Increase AB ownership by tendering for up to
$1.8 billion of AB Holdings units Capital redeployment ● $500 million of incremental share repurchases above 60-70% payout ratio target ● GAAP net loss at close driven by recognizing a realized loss on assets transferred to RGA 1 ●
No impact on annual cash generation ; accretive to cash flow per share Financial impacts ● Accretive to Non-GAAP operating EPS ● Expected to close in mid-2025 Timing 1 Cash generation is the cash flow from asset and wealth management
subsidiaries, along with capital generated in excess of the target Life Strategic Transaction 5 combined NAIC RBC ratio at the insurance subsidiaries
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Transaction furthers Equitable’s strategic journey since IPO Today
2018 (IPO) 5-7% Non-GAAP EPS growth 12-15% Non-GAAP EPS growth 40-60% Payout ratio 60-70% Payout ratio 1 2 $716bn AUM/A $1.0tn AUM/A 2021: De-risked balance sheet through Legacy VA transaction 2020: Delivered 2023: Completed 2025: Life transaction
on all IPO targets with RGA internal reinsurance 2020: Announced 2022: CarVal 2024: Invested in 2025: Increase AB participation in BlackRock acquisition Ruby Re Sidecar ownership stake LifePath Paycheck 2023: Increased GA investment in AB Private
Markets to $20bn by 2027 1 2 Assets under management and administration as of 12/31/17; Assets under management and administration as of 12/31/24 6 Life Strategic Transaction
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We are enhancing our focus on key growth businesses 1,2 Operating earnings
by segment (post-tax) GR GR GR PS 14% 21% 23% 7% PS 8% AB 15% IPO IR 36% IR IR 41% 39% 2024 2027F (2017) 26% 20% AB AB 28% 7% 5% 10% Legacy WM Legacy WM c.17% c.50% c.60% Cash Generation from Non-Insurance Entities 1 2017 operating earnings by
segment exclude $399m of non-recurring items for Protection Solutions as well as (i) pro forma AB ownership of 65% (ii) 2 pro forma for increased earnings due to tax reform and (iii) pro forma for Legacy segment that was introduced in 1Q23; 2027F
projection assumes 6% 7 equity markets, 2% dividend yield and interest rates follow the forward curve as of 12/31/24; Protection Solutions and Legacy segments excluded given Life Strategic Transaction limited expected contribution to 2027 operating
earnings due to the inforce reinsurance transaction and continued Legacy runoff.
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Significant synergies between Equitable and AB Strong alignment of
interests between firms 1 § AB manages $132bn of Equitable assets, including two-thirds of the General Account and one-third of Separate Accounts § Equitable seed capital investments enable AB to scale new investment platforms like Private
Markets 1 § AB has built strong insurance expertise, managing over $180bn of assets for >80 insurance clients § Equitable provides support for strategic M&A including the acquisition of AB CarVal and potential sidecar opportunities
Differentiated organic growth Improving margins Scaling Private Markets Platform 2 Adjusted operating margin Annual active organic growth AB $90-100bn 2 Peers 1.5% 33.0%+ 32.3% $70bn 28.4% 28.2% $61bn 0.7% $56bn $5bn 2017 2022 2023 2024 2027E -1.6%
-2.0% 2% 9% 15% 16% 20%+ 2022 2023 2024 2025E FY20-FY24 FY24 % of Asset Management Revenue 1 2 3 AUM and insurance clients of 12/31/24; Includes AMG, BEN, BLK, IVZ, JHG, TROW; Adjusted Operating Margin is a Non-GAAP financial measure used by
AllianceBernstein L.P. (“AB”) management in evaluating AB’s financial performance on a standalone basis and to compare its performance, as reported by AB in its public filings. It is not comparable to any other Non-GAAP financial
measure used herein. AB also discloses Non-GAAP operating Life Strategic Transaction 8 income as a key performance metric in addition to Adjusted Net Income. AB adjusted operating income equals adjusted net income, excluding interest on borrowings
and income taxes.
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Integrating insurance and asset management generates value ü AB
receives steady net inflows from Equitable’s general account ü Equitable provides permanent capital to fund Private Markets growth ü AB provides Equitable with steady non-regulated cash flows ü Equitable benefits from
investments that enhance AB’s value Synergies are a win-win for shareholders of both firms 9 Life Strategic Transaction
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Transaction releases capital and is accretive to shareholders 1 •
Over $2bn of value generation • Adds 75-100 points to the combined NAIC RBC ratio Balance sheet • Post-close targets: 400%+ combined NAIC RBC ratio, 30% leverage ratio • Expected GAAP net loss at close • Limited impact to
Non-GAAP operating earnings, accretive to Non-GAAP operating EPS GAAP earnings • Lost individual life earnings largely offset by amortization of positive ceding commission • Post close, evaluate reporting Protection Solutions results in
Corporate & Other • Increased AB cash flows due to higher ownership percentage • No change to near-term insurance subsidiary dividends Cash flow • Neutral to total cash generation post increase in AB ownership • Increases
percentage of non-insurance cash flows 1 2 Includes capital release and positive ceding commission; Cash generation is the cash flow from asset and wealth management subsidiaries, along Life Strategic Transaction 10 with capital generated in excess
of the target combined NAIC RBC ratio at the insurance subsidiaries
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Tender offer will increase Equitable’s ownership of AB Key Terms
Details Total tender size Up to $1.8 billion Tender price $38.50 per AB Holdings unit Tender premium 8% above the closing price on February 21, 2025 Tender period Expires March 24, 2025 If the tender is fully subscribed, our AB ownership will
increase to c.75% Life Strategic Transaction 11
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Accelerates progress to deliver on investor day targets 2023-27 Financial
Targets 12-15% $2bn 60-70% Non-GAAP of annual cash of Non-GAAP Operating EPS CAGR generation by 2027 Operating Earnings Transaction impacts • Accretive to 2025-27 • No change to $2bn cash • $500m incremental buyback Non-GAAP
Operating EPS generation target by 2027 above 60-70% target range • Asset & Wealth Management • Go-forward payout ratio at • Expect to be at higher end of the 12-15% CAGR for 2023-27 increases from c.50% to c.60% higher end of
the range Life Strategic Transaction 12
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Compelling opportunity to create shareholder value Enhances focus on
Transaction is accretive to Retirement, AM, WM 2027 financial targets Expands earnings 1 contribution from AB Reduces earnings volatility from mortality Increases non-insurance 1 cash generation Accretive to Non-GAAP Accelerates mix shift toward
operating EPS higher-multiple businesses 1 Assumes acquisition of additional AB Holdings units. Life Strategic Transaction 13
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Appendix Equitable Holdings Individual Life Strategic Transaction
Review
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Appendix A: Use of Non-GAAP Financial Measures In addition to our results
presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings and Non-GAAP operating 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. 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. Because Non-GAAP Operating Earnings excludes 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.
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. Life Strategic Transaction 15
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