UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2006
Commission File Number: 1-14410 | |
AXA | |
(Exact name of Registrant as specified in its charter) | |
N / A | The Republic of France |
(Translation of Registrant’s | (Jurisdiction of incorporation |
name into English) | or organization) |
25, avenue Matignon - 75008 Paris - France | |
(Address of registrant’s principal executive offices) | |
Securities registered or to be registered pursuant to Section 12(b) of the Act: | |
Title of each class: | Name of each exchange on which registered: |
Ordinary shares | New York Stock Exchange |
American Depositary Shares | |
(as evidenced by American Depositary Receipts), | |
each representing one Ordinary Share | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None | |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None | |
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2006 was: 2,092,888,000 Ordinary Shares of euro 2.29 nominal value per share, including 83,666,378 American Depositary Shares (as evidenced by American Depositary Receipts), each representing one Ordinary Share. | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | |
Yes [X] No [ ] | |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. | |
Yes [ ] No [X] | |
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 from their obligations under those Sections. | |
Yes [X] No [ ] | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): | |
Large accelerated filer [X] Accelerated filer [ ] Non accelerated filer [ ] | |
Indicate by check mark which financial statement item the registrant has elected to follow: | |
Item 17 [ ] Item 18[X] | |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | |
Yes [ ] No [X] |
Table of contents:
Presentation of Information | 1 | ||
Exchange Rate Information | 2 | ||
Special Note Regarding Forward-Looking Statements | 2 | ||
PART I | |||
Item01 | Identity of Directors, Senior Management and Advisers | 4 | |
Item02 | Offer Statistics and Expected Timetable | 4 | |
Item03 | Key Information | 4 | |
Item04 | Information on the Company | 24 | |
Item05 | Operating and Financial Review and Prospects | 66 | |
Item06 | Directors, Senior Management and Employees | 166 | |
Item07 | Major Shareholders and Related Party Transactions | 207 | |
Item08 | Financial Information | 212 | |
Item09 | The Offer and Listing | 213 | |
Item 10 | Additional Information | 216 | |
Item 11 | Quantitative and Qualitative Disclosures About Market Risk | 238 | |
Item 12 | Description of Securities other than Equity Securities | 241 | |
PART II | |||
Item 13 | Defaults, Dividend Arrearages and Delinquencies | 242 | |
Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | 242 | |
Item 15 | Disclosure Controls and Procedures | 242 | |
Item 16 | a) Audit Committee Financial expert | 243 | |
| b) Code of Ethics | 243 | |
| c) Principal Accountant fees and services | 244 | |
| d) Exemptions from the listing standards for Audit Committees | 245 | |
| e) Purchase of Equity Securities by the Issuer and Affiliated Purchasers | 246 | |
PART III | |||
Item 17 | Financial Statements | 248 | |
Item 18 | Financial Statements | F-1 | |
Item 19 | Exhibits | E-1 | |
Signatures | SS-1 |
Presentation of Information
This Annual Report on Form 20-F (referred to herein as the “annual report”) has been filed with the United States
Securities and Exchange Commission (referred to in this annual report as the “US SEC” or “SEC”).
In this annual report and unless provided otherwise, the “Company” refers to AXA SA, a société anonyme organized
under the laws of France which is the publicly traded parent company of the AXA Group, and “AXA”, “AXA Group”, “the
Group” or “we” refers to the Company together with its direct and indirect subsidiaries. The Company’s ordinary shares
are referred to in this annual report as “Shares”, “ordinary shares”, or “AXA ordinary shares”. The principal trading
market for the Company’s ordinary shares is the Premier Marché of Euronext Paris SA, which we refer to in this annual
report as “Euronext Paris” or the “Paris Bourse”. The Company’s American Depositary Shares and American Depositary
Receipts are referred to in this annual report as “ADSs” and “ADRs”, respectively. The ADSs a nd ADRs are listed on
the New York Stock Exchange (referred to in this annual report as “NYSE”). One ADS represents one ordinary share.
This annual report includes AXA’s consolidated financial statements for the years ended December 31, 2006, 2005 and
2004. AXA’s consolidated financial statements, including the notes thereto, are included in “Item 18 – Financial
Statements” and have been prepared in accordance with International Financial Reporting Standards (referred to in this
Annual Report as “IFRS”) as adopted by the European Union (“E.U.”). As it relates to the financial statements included
in this Form 20-F there is no difference between IFRS as adopted by the E.U. and IFRS as adopted by the International
Accounting Standard Board. IFRS differs from accounting principles generally accepted in the United States which we
refer to in this annual report as “U.S. GAAP”. See notes 31 and 32 to the consolidated financial statements included in
Item 18 for a description of the main differences between IFRS and U.S. GAAP, a reconciliation of net income and
shareholders’ equity from IFRS to U.S. GAAP and additional U.S. GAAP disclosures.
Various amounts in this document are shown in million for presentation purposes. Such amounts have been rounded
and, accordingly, may not total. Rounding differences may also exist for percentages.
1
Exchange Rate Information
The Company publishes its consolidated financial statements in Euro (“Euro”, “euro” or “€”). Unless noted otherwise,
all amounts in this annual report are expressed in Euro. The currency of the United States will be referred to as “U.S.
dollars” or “U.S.$” or “$”. For historical exchange rate information, refer to “Item 3 - Key Information-Exchange Rate
Information”. For a discussion of the impact of foreign currency fluctuations on AXA’s financial condition and results of
operations, see “Item 5 - Operating and Financial Review and Prospects-Market Conditions in 2006”.
Special note Regarding
Forward-Looking Statements
This annual report and other publicly available documents concerning AXA may include, and AXA’s officers and representatives may from time to time make, statements which may constitute “forward looking statements” within the meaning of the U.S. Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent AXA’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of AXA’s control.
These statements may address among other things, AXA’s financial condition, results of operations and business,
including its strategy for growth, product development, regulatory approvals, market position, embedded value and
reserves. All statements other than statements of historical facts are, or may be deemed to be, forward-looking
statements. Forward-looking statements are statements of future expectations that are based on management’s
current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or implied in such statements, including those
discussed elsewhere in this annual report and in AXA’s other public filings, press releases, oral presentations and
discussions. Forward-looking statements include, among other things, discussions concerning the potential exposure
of AXA to market risks, as well as statements expressing management’s expectations, beliefs, estimates, forecasts,
projections and assumptions, including statements herein with respect to AXA’s Ambition 2012 project, the objectives,
financial and other, associated with that project, and the integration of Winterthur. Forward-looking statements in this
annual report are identified by the use of the following words and other similar expressions, among others:
– “anticipate” | – “would” | |||
– “believe” | – “objectives” | |||
– “outlook” | – “could” | |||
– “probably” | – “estimate” | |||
– “project” | – “expect” | |||
– “risks” | – “goals” | |||
– “seek” | – “intend” | |||
– “should” | – “may” | |||
– “target” | – “shall” |
2
The following factors, among others, could affect the future results of operations of AXA and could cause those results
to differ materially from those expressed in the forward-looking statements included in this annual report:
– the intensity of competition from other financial institutions;
– AXA’s experience with regard to mortality and morbidity trends, lapse rates and policy renewal levels relating to its Life
& Savings operations, which may also include health products;
– the frequency, severity and development of Property & Casualty claims and policy renewal rates relating to AXA’s
Property & Casualty business;
– re-estimates of AXA’s reserves for future policy benefits and claims;
– market risks related to (a) stock market prices, fluctuations in interest rates, and foreign currency exchange rates,
(b) adverse changes in the economy in AXA’s major markets and other adverse developments that may affect the
value of AXA’s investments and/or result in investment losses and default losses, (c) the use of derivatives and AXA’s
ability to hedge such exposures effectively, and (d) counterparty credit risk;
– AXA’s ability to develop, distribute and administer competitive products and services in a timely, cost-effective manner
and its ability to develop information technology and management information systems to support strategic goals
while continuing to control costs and expenses;
– AXA’s visibility in the market place, the financial and claims-paying ability ratings of its insurance subsidiaries, as well
as AXA’s credit rating and ability to access adequate financing to support its current and future business;
– AXA’s reputation and brand recognition in the marketplace as well as its relationships with regulatory authorities in the
various markets where it does business;
– the effect of changes in laws and regulations on AXA’s businesses, including changes in tax laws affecting insurance
as well as operating income and changes in accounting and reporting practices;
– the costs of defending litigation, the risk of unanticipated material adverse outcomes in such litigation and AXA’s
exposure to other contingent liabilities;
– terrorist attacks, events of war and their respective consequences;
– adverse political developments around the world, particularly in the principal markets in which AXA and its subsidiaries
operate;
– the occurrence, frequency and severity of natural disasters, pandemic diseases and other catastrophic events;
– the performance of others on whom AXA relies for distribution, investment management, reinsurance and other
services; and
– the effect of any pending or future mergers, acquisitions or disposals, AXA’s ability to successfully integrate previously
acquired businesses and its ability to achieve anticipated synergies from these acquisitions.
The above factors are in addition to those factors discussed elsewhere in this annual report including matters discussed
under “Item 3 – Key Information – Risk Factors”; “Item 4 – Information on the Company”; “Item 5 – Operating and
Financial Review and Prospects”; “Item 11 – Quantitative and Qualitative Disclosures About Market Risk” and “Item 18 –
Financial Statements”.
You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as
at the date of the particular statement. AXA does not intend to, and undertakes no obligation to (and expressly
disclaims any such obligations to), update publicly or revise any forward-looking statement as a result of new
information, future events or otherwise. In light of these risks, AXA’s results could differ materially from the forward-
looking statements contained in this annual report.
3
PART I
Item 1: Identity of Directors,
Senior Management and Advisers
Not applicable.
Item 2: Offer Statistics and
Expected Timetable
Not applicable.
Item 3: Key Information
SELECTED
CONSOLIDATED FINANCIAL DATA
The selected historical consolidated financial data presented below have been derived from AXA’s consolidated financial
statements and related notes for the years ended December 31, 2006, 2005 and 2004 in accordance with IFRS, and
years ended December 31, 2006, 2005, 2004, 2003, and 2002 in accordance with U.S. GAAP.
The historical data set out below is only a summary. You should read it in conjunction with the consolidated financial
statements and related notes for the years ended December 31, 2006, 2005 and 2004 included in Item 18 of this Annual Report.
AXA’s consolidated financial statements have been prepared in accordance with IFRS as adopted by the European
Union. As it relates to the financial statements included in this Form 20-F there is no difference between IFRS as
adopted by the European Union and IFRS as adopted by the International Accounting Standard Board (“IASB”). In
accordance with General Instructions issued by the SEC about annual reports filed on Form 20-F, and because 2004
is for AXA the year of first time application of IFRS, the selected financial data required pursuant to Item 3 is based on
financial statements prepared in accordance with IFRS, and is presented for the three most recent financial years. The
selected historical financial data in accordance with U.S. GAAP is presented for the five most recent financial years.
4
IFRS differs in certain material respects from U.S. GAAP. For a description of the material differences between IFRS and
U.S. GAAP relevant to AXA, please see notes 31 and 32 to the consolidated financial statements included in Item 18,
and “Item 5 – Operating and Financial Review and Prospects – Other Matters – Reconciliation of IFRS to U.S. GAAP”
included in this Annual Report.
AXA Life Japan uses a financial year-end of September 30 and is consolidated as at and for the year ended September 30 in AXA’s consolidated financial statements.
(inmillion, except per ordinary share amounts) | ||||||||||||||||
Years ended December 31, | ||||||||||||||||
2006 (€) | 2005 (€) | 2004 (€) | 2003 (€) | 2002 (€) | ||||||||||||
Income Statement Data: | ||||||||||||||||
In accordance with IFRS: | ||||||||||||||||
Total revenues | 78,775 | 71,671 | 67,030 | |||||||||||||
Net investment result excluding financing expenses(a)(b) | 33,077 | 33,408 | 28,309 | |||||||||||||
Operating income before tax(a) | 7,801 | 6,296 | 6,111 | |||||||||||||
Income tax(a) | (2,043) | (1,490) | (1,844) | |||||||||||||
Minority interests share in consolidated result | 673 | 488 | 473 | |||||||||||||
Income arising from investment in associates – equity method | 34 | 21 | 55 | |||||||||||||
Net income(a) | 5,085 | 4,318 | 3,793 | |||||||||||||
Net income per ordinary share :(c) | ||||||||||||||||
– basic(a)(d) | 2.61 | 2.25 | 2.06 | |||||||||||||
– diluted(a)(d) | 2.56 | 2.22 | 1.98 | |||||||||||||
In accordance with U.S. GAAP: | ||||||||||||||||
Gross premiums, net of reinsurance(e) | 35,197 | 37,421 | 35,544 | 35,574 | 38,845 | |||||||||||
Income from continuing operations (before tax) | 5,915 | 6,612 | 4,879 | 5,203 | (1,125) | |||||||||||
Net income | 4,330 | 5,232 | 3,235 | 3,673 | (2,588) | |||||||||||
Net income per ordinary share:(c) | ||||||||||||||||
Basic | ||||||||||||||||
– Net income(d) | 2.22 | 2.73 | 1.76 | 2.08 | (1.49) | |||||||||||
Diluted | ||||||||||||||||
– Net income(d) | 2.18 | 2.68 | 1.70 | 2.03 | (1.49) | |||||||||||
Other data (non-GAAP): | ||||||||||||||||
Number of ordinary shares outstanding | 2,092.9 | 1,871.6 | 1,908.4 | 1,778.1 | 1,762.2 | |||||||||||
Net dividend distribution(f) | 2,218 | 1,647 | 1,164 | 676 | 599 |
5
(in million, except per ordinary share amounts) | ||||||||||||||||
Years ended December 31, | ||||||||||||||||
2006 (€) | 2005 (€) | 2004 (€) | 2003 (€) | 2002 (€) | ||||||||||||
Balance Sheet Data: | ||||||||||||||||
In accordance with IFRS: | ||||||||||||||||
Total assets(a) | 727,555 | 575,974 | 503,678 | |||||||||||||
Shareholders’ equity(a) | 47,226 | 36,525 | 31,571 | |||||||||||||
Shareholders’ equity per ordinary share(a)(c)(f) | 22.9 | 19.9 | 16.8 | |||||||||||||
In accordance with U.S. GAAP: | ||||||||||||||||
Total assets | 715,518 | 572,013 | 503,581 | 459,346 | 450,707 | |||||||||||
Shareholders’ equity | 40,924 | 36,103 | 30,431 | 24,918 | 23,857 | |||||||||||
Shareholders’ equity per ordinary share(c)(f) | 19.8 | 19.7 | 16.1 | 14.0 | 13.8 |
(a) As described in notes 1.11.2 and 1.12.2 of the consolidated financial statements (included in Item 18 of this Annual Report), (i) perpetual subordinated debt issued by the Company has been reclassified to shareholders’ equity and (ii) the adoption of FRS 27 in the United Kingdom, led to adjustments on all periods presented. Details are presented in notes 13 and 14 of the consolidated financial statements included in Item 18 of this Annual Report.
(b) Includes investment income net of investment management costs, impairment, net realized investment gains and losses and net unrealized investment gains and losses on assets with financial risk borne by the policyholders and on assets designated as at fair value through profit & loss, including assets backing the UK “With-Profit” business.
(c) Under both IFRS and U.S. GAAP (i) the calculation of net income per ordinary share is based on the weighted average number of ordinary shares outstanding for each period presented and (ii) shareholders’ equity per ordinary share is calculated based on the actual number of ordinary shares outstanding at each period-end presented. The calculations deduct ordinary shares held by AXA and its subsidiaries (that is, treasury shares) in the calculation of weighted average number of ordinary shares outstanding (for net income per ordinary share) and ordinary shares outstanding (for shareholders’ equity per ordinary share). The calculation of basic and diluted net income per ordinary share for the three years ended December 31, 2006, 2005 and 2004 is presented in note 26 “Net Income per Ordinary Share” (under IFRS) to AXA’s consolidated financial statements.
(d) The share capital increase with preferential subscription rights launched by AXA on June 14, 2006 to finance part of the acquisition of Winterthur has resulted in the issue of 208,265,897 new shares at a price of€19.80 compared to a market price of€24.47. According to IAS 33, share issues carried out at a below-market price may give rise to an adjustment to the average number of shares during the period and in each period presented. As a consequence, the loss of value suffered by existing shares represents the value of the existing shareholders’ theoretical subscription right, and the issue can be regarded as a bonus issue in the amount of the total value of the subscription rights. An adjustment factor (1.019456) equal to the pre-tra nsaction share price divided by the theoretical post-transaction value of the shares is applied to the weighted average number of shares outstanding in each period.
As a result of these factors, along with the dilutive effect of convertible bond plans, the fully diluted number of shares at December 31, 2006 was 2,032 million.
(e) Gross premiums received from policyholders in respect of Life & Savings products classified as “universal life” or “investment contracts with a discretionary participating feature”, are recognized as revenues under IFRS. Under U.S. GAAP, such amounts received are recorded as deposits, and only the policy-related fees charged to the policyholders for cost of insurance, administration, investment management, etc., are recognized as revenues. These numbers exclude unearned premiums ceded and changes in unearned premiums.
(f) An annual dividend is generally paid each year in respect of the prior year after the annual general meeting of shareholders (customarily held in May) and before September of that year. Dividends are presented in this table in the year to which they relate and not in the year in which they are declared and paid. At the annual general meeting of shareholders of AXA held on May 14, 2007, the shareholders approved the payment of a dividend in respect of 2006 of Euro 1.06 per ordinary share. In general, dividends per ordinary share are based on the number of ordinary shares outstanding at the end of the year for each year presented.
6
EXCHANGE
RATE INFORMATION
The year-end and average exchange rates used in the preparation of the consolidated financial statements, to translate
into Euro the results of operations of the principal subsidiaries and affiliates that are not denominated in Euro, are set
out in the table below.
Year-end exchange rate | Average exchange rate | ||||||||||||
2006 (for€1) | 2005 (for€1) | 2004 (for €1) | 2006 (for €1) | 2005 (for €1) | 2004 (for€1) | ||||||||
U.S. dollar | 1.32 | 1.18 | 1.36 | 1.26 | 1.25 | 1.24 | |||||||
Japanese yen(a)(x100) | 1.49 | 1.36 | 1.37 | 1.43 | 1.36 | 1.32 | |||||||
British Pound | 0.67 | 0.69 | 0.71 | 0.68 | 0.68 | 0.68 |
Information on Euro Noon Buying Rates
The following table sets forth, for the periods and dates indicated, certain information concerning the Noon Buying Rate
of one Euro to U.S. dollars in New York City for cable transfers as certified for customs purposes by the Federal Reserve
Bank of New York, which we refer to in this Annual Report as the “Euro Noon Buying Rate”. The Euro Noon Buying
Rates presented below are for your convenience and were not used by AXA to prepare AXA’s consolidated financial
statements included in Item 18 of this Annual Report.
U.S. dollar per euro | |||||
Calendar period | Average rate(a) | ||||
2001 | 0.8909 | ||||
2002 | 0.9495 | ||||
2003 | 1.1411 | ||||
2004 | 1.2478 | ||||
2005 | 1.2400 | ||||
2006 | 1.2661 | ||||
2007 (through May 15, 2007) | 1.3373 | ||||
(a) The average of the Noon Buying Rates on the last business day of each full month during the relevant period. |
Month | U.S. dollar per euro | ||||
High | Low | ||||
December 2006 | 1.3327 | 1.3073 | |||
January 2007 | 1.3286 | 1.2904 | |||
February 2007 | 1.3246 | 1.2933 | |||
March 2007 | 1.3374 | 1.3094 | |||
April 2007 | 1.3660 | 1.3363 | |||
May 2007 | 1.3616 | 1.3512 |
The Euro Noon Buying Rate on December 31, 2006 was€1.00 = U.S.$ 1.3197.
7
DIVIDENDS
AXA pays dividends in Euro. Future dividends will depend on AXA’s earnings, financial condition and other factors.
Proposals for dividend payments are made by the Management Board, subject to approval by the Supervisory Board
and final approval by AXA’s shareholders at the annual general meeting of shareholders. Dividends paid to holders of
ordinary shares and ADSs are generally subject to French withholding tax at a rate of 25% which, subject to certain
procedures and exceptions, may be reduced to 15% for holders who are United States residents. Until 2004, certain
holders of ordinary shares and ADSs were entitled to receive a subsequent payment equal to the French “avoir fiscal”
(or tax credit) in an amount equal to 50% of any dividends paid by the Company, less applicable French with holding
tax. The availability of this French “avoir fiscal” regulation ended in 2004. The following table sets forth the total
dividends paid per ordinary share with respect to each year indicated, with or without the French “avoir fiscal”, and
before deduction of any French withholding tax. Dividends paid in each year are in respect of the prior year’s results.
Year | Net dividend per ordinary share (euros) | Gross dividend per ordinary share(a) (euros) | |||||
2002(b) | 0.34 | 0.51 | |||||
2003(c) | 0.38 | 0.57 | |||||
2004(d) | 0.61 | ||||||
2005(e) | 0.88 | ||||||
2006(f) | 1.06 |
(a) Payment equivalent to the French “avoir fiscal” or tax credit, less applicable French withholding tax, was made following receipt of a claim for such
payment, and, in any event, not until after the end of the calendar year in which the respective dividends were paid. Certain U.S. tax exempt holders of
ordinary shares or ADSs were not entitled to full payments of this “avoir fiscal”.
(b) At the annual general meeting of shareholders of AXA held on April 30, 2003, the shareholders approved the amount and payment date of a dividend in
respect of 2002 of€0.34 per ordinary share, or€599 million in the aggregate based on the number of AXA ordinary shares outstanding at December 31,
2002.
(c) At the annual general meeting of shareholders of AXA held on April 21, 2004, the shareholders approved the amount and payment date of a dividend in
respect of 2003 of€0.38 per ordinary share, or€676 million in the aggregate based on the number of AXA ordinary shares outstanding at December 31,
2003.
(d) At the annual general meeting of shareholders of AXA held on April 20, 2005, the shareholders approved the amount and payment date of a dividend in
respect of 2004 of€0.61 per ordinary share, or€1,164 million in the aggregate based on the number of AXA ordinary shares outstanding at December 31,
2004. This dividend gave rise to a 50% tax credit for individuals whose fiscal residence was in France as of January 1, 2005, equal to€0.305 per share.
(e) At the annual general meeting of shareholders of AXA held on May 4, 2006, the shareholders approved the amount and payment date of a dividend in
respect of 2005 of€0.88 per ordinary share, or€1,647 million in the aggregate based on the number of AXA ordinary shares outstanding at December 31,
2005. This dividend gave rise to a 40% tax credit for individuals whose fiscal residence was in France as of January 1, 2006, equal to€0.35 per share.
(f) At the annual general meeting of shareholders of AXA held on May 14, 2007, the shareholders approved the amount and payment date of a dividend in
respect of 2006 of€1.06 per ordinary share or€2,218 million, in the aggregate, based on the number of AXA ordinary shares outstanding at December 31,
2006. This dividend will give rise to a 40% tax credit for individuals whose fiscal residence is in France as of January 1, 2007 equal to€0.424 per share.
For information on AXA’s dividend policy, see “Item 8 – Financial Information” and “Item 10 – Additional Information –
Dividends”.
8
RISK FACTORS
You should carefully consider the following risks. These risks could materially affect our business, results of operations
or financial condition, cause the trading price of our ordinary shares and/or ADSs to decline materially or cause our
actual results to differ materially from those expected or those expressed in any forward looking statements made by
or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but
are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses
described in Item 18 and elsewhere in this Annual Report on Form 20-F. The risks described below are not the only
risks we face. Additional risks and uncertainties not currently known to us or what we currently deem to be immaterial
may also materially adversely affect our business, financial condition, results of operations or cash flo ws.
Risks relating to the financial markets
A decline or increased volatility in the securities markets may adversely affect
our business and profitability
Fluctuations in the securities markets may affect sales of our participating life insurance and pension products, mutual
funds, asset management services and products with financial risk borne by the policyholders (unit-linked), including
variable annuity products and variable life products. In particular, protracted or steep declines in the stock or bond
markets typically reduce the popularity of the unit-linked products.
The level of volatility in the financial markets in which we invest and the overall investment returns earned in those
markets substantially affect our profitability. Our investment returns, and thus our profitability, may be adversely
impacted from time to time by conditions affecting our specific investments and, more generally, by stock market, real
estate market and other market fluctuations. Our ability to make a profit on insurance products and investment
products, including fixed and guaranteed products, depends in part on the returns on investments supporting our
obligations under these products, and the value of specific investments may fluctuate substantially depending on the
foregoing conditions. Certain types of insurance and investment products that we offer may expose us to risks
associated with fluctuations in financial markets, including certain types of interest sensitive or variable products such
as guara nteed annuities or variable annuities, which have crediting or other guaranteed rates or minimum benefits not
necessarily related to prevailing market interest rates or investment returns on underlying assets.
In addition, the growth of our asset management business depends to a significant extent on factors such as
investment returns and risk management.
Poor performance in the financial markets, in general, may adversely affect the value of the assets we manage, as well
as our ability to accumulate and retain those assets since clients may choose to withdraw assets under management
in these circumstances. These trends may, in turn, adversely impact the revenues and profits that we earn from
management of those assets.
9
Losses due to defaults by third parties, impairment of our investment assets
and unrealized losses could negatively affect the value of our investments
and reduce our profitability
Third parties that owe us money, securities or other assets may not perform under their obligations. These parties
include issuers whose securities we hold in our investment portfolios, borrowers under mortgages and other loans that
we extend, customers, trading counterparties, counterparties under swap and other derivative contracts, clearing
agents, exchanges, clearing houses and other financial intermediaries. These parties may default on their obligations
to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate market, operational failure or other
reasons. Negative trends and investment climates in our major markets may result in an increase in investment
impairments on our investment assets due to defaults, unrealized losses, credit downgrades or overall declines in
securities markets.
The default of a major market participant could disrupt the securities markets or clearance and settlement systems in
our major markets, which could in turn cause market declines or volatility. A failure of a major market participant could
also cause some clearance and settlement systems to assess members of that system or could lead to a chain of
defaults that could adversely affect us. For risks relating to defaults by reinsurers and retrocessionaires to which we
have transferred part of our risks, see “Risks relating to the nature of our business and the environment in which we
operate – Reinsurance may not be adequate to protect us against losses and we may incur losses due to the inability
of our reinsurers to meet their obligations.”
Interest rate volatility may adversely affect our profitability
During periods of declining interest rates, life insurance and annuity products may be relatively more attractive to consumers, resulting in increased premium payments on products with flexible premium features, and a higher percentage of insurance policies remaining in force from year-to-year. During a low interest rate period, our investment earnings may be lower because the interest earnings on our fixed income investments will likely have declined in parallel with market interest rates which would also cause unrealized losses on our assets recorded at fair value under IFRS. In addition, mortgages and fixed maturity securities in our investment portfolios will be more likely to be prepaid or redeemed as borrowers seek to borrow at lower interest rates. Consequently, we may be required to reinvest the proceeds in securities bearing lower interest rates. Accordingly, during periods of declining interest rates, our profitability may suffer as the result of a decrease in the spread between interest rates charged to policyholders and returns on our investment portfolio.
Conversely, in periods of increasing interest rates, surrenders of life insurance policies and fixed annuity contracts may
increase as policyholders choose to forego insurance protection and seek higher investment returns. Obtaining cash to
satisfy these obligations may require us to liquidate fixed maturity investments at a time when market prices for those
assets are depressed because of increases in interest rates. This may result in realized investment losses. Regardless
of whether we realize an investment loss, these cash payments would result in a decrease in total invested assets, and
may decrease our net income. Premature withdrawals may also cause us to accelerate amortization of policy
acquisition costs, which would also reduce our net income.
The profitability of our spread-based businesses depends in large part upon our ability to manage interest rate spreads,
and the credit and other risks inherent in our investment portfolio. For example, in Japan the movements in rates over
the last decade have had a significant impact on many Japanese life insurers, including our Japanese life insurance
10
subsidiaries, which issued long-term policies and contracts with guaranteed fixed rates during periods of significantly
higher interest rates but that now operate (and invest their assets) in Japan’s low interest rate deflationary environment
which has resulted in “negative spread” on certain of these guaranteed rate policies and contracts.
While we monitor and manage risks of this nature carefully, we cannot guarantee that we will successfully manage our
interest rate spreads or the potential negative impact of those risks.
Market conditions and other factors could adversely affect our goodwill
Business and market conditions may impact the amount of goodwill we carry in our consolidated balance sheet. As
the value of certain parts of our businesses, including in particular our asset management businesses, is significantly
impacted by such factors as the state of financial markets and ongoing operating performance, significant declines in
the financial markets or operating performance could also result in impairment of other goodwill carried by us and result
in significant write-downs, which could be material.
Fluctuations in currency exchange rates may affect our reported earnings
AXA publishes its consolidated financial statements in Euro. For the year ended December 31, 2006, a significant
portion of AXA’s insurance gross premiums and financial services revenues as well as AXA’s benefits, claims and other
deductions were denominated in currencies other than the Euro, primarily U.S. dollars, pounds sterling, Japanese yen
and Australian dollars. AXA’s obligations are denominated either in Euro or other currencies, the value of which is
subject to foreign currency exchange rate fluctuations.
While AXA seeks to manage its exposure to foreign currency fluctuations through hedging, fluctuations in the exchange
rates may have a significant impact on AXA’s results of operations and cash flows.
Risks relating to the nature of our business and the
environment in which we operate
We have announced a multi-year “Ambition 2012” program with aspiration
earnings, revenue growth and other targets. Our ability to realize our
Ambition 2012 objectives is subject to mulitiple risks and uncertainties
and there is no guarantee that these objectives will be achieved
In 2004, management publicly disclosed its “Ambition 2012” program pursuant to which AXA announced its intention
to become the “preferred company” for its customers, shareholders and employees by 2012. Performance indicators
relating to this program include objectives such as doubling revenues and trebling earnings per share over the period
2004-2012. While AXA is actively pursuing its announced objectives and has implemented multiple initiatives designed
to help achieve them, there can be no assurance that these goals will be reached. Failure to meet the targets set forth
in its “Ambition 2012” program may have a significant impact on AXA’s stock price, its image, investors’ and employees’
confidence in AXA’s management as well as its results of operations and cash flows.
11
We may not be able to sustain the growth of our Life & Savings business
The strong growth of our Life & Savings operations may not be sustainable in future years. Our inability to sustain such
growth may be caused by a change in the tax laws applicable to our Life & Savings products and operations. The Group
has implemented global product “reuse” initiatives designed to drive product innovation and reuse of successful
products across major markets where it operates around the world. These products often involve complex features and
guarantees that are not easily translated and transposed into the legal, regulatory and tax regimes across multiple
jurisdictions. Our inability to successfully execute these product reuse initiatives in a timely manner could adversely
affect the growth of our Life & Savings business.
If our established loss reserves for our Property & Casualty and International
Insurance businesses are insufficient, our earnings will be adversely affected
In accordance with industry practice and accounting and regulatory requirements, we establish reserves for claims and
claims expenses related to our Property & Casualty and International Insurance businesses. With the exception of
disability annuities and workers compensation liabilities that are deemed structured settlements, the claims reserves are
not discounted. Reserves do not represent an exact calculation of liability, but instead represent estimates, generally
using actuarial projection techniques at a given accounting date. These reserve estimates are expectations of what the
ultimate settlement and administration of claims will cost based on our assessment of facts and circumstances then
known, review of historical settlement patterns, estimates of trends in claims severity, frequency, legal theories of liability
and other factors. The process of estimating the insurance claims reserv es is based on the most current information
available at the time the reserves are originally established. However, claims reserves are subject to change due to the
number of variables which affect the ultimate cost of claims, such as:
– development in claims (frequency, severity and pattern of claims) between the amount estimated and actual
experience;
– changes arising due to the time lag between the occurrence of the insured event, notification of the claim (from the
insured party, a third party or a ceding company) and the final settlement (payment) of the claim, primarily attributable
to long tail casualty claims that may take several years to settle due to the size and nature of the claim, and the
occurrence of large natural catastrophes late in the financial year for which limited information may be available at
year-end;
– judicial trends;
– expenses incurred in resolving claims;
– regulatory and legislative changes;
– changes in economic conditions, including inflation and foreign currency fluctuations; and
– changes in costs of repairs and medical costs.
Many of these items are not directly quantifiable, particularly on a prospective basis. As a result, actual losses may
significantly differ from the original gross reserves established. Consequently, the reserves may need to be re-estimated
reflecting those changes resulting in loss reserve redundancies (in cases where the original gross claims reserve was
overstated) or deficiencies (in cases where the original gross claims reserve was understated). Adjustments to reserves
are reflected in current results of operations.
We continually review the adequacy of the established claims reserves, including emerging claims development, and
actual claims compared to the original assumptions used to estimate gross claims reserves. Based on current
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information available, we believe that our claims reserves are sufficient. However, because the establishment of claims
reserves is an inherently uncertain process involving estimates, we cannot assure you that ultimate losses will not
materially exceed our claims reserves and have a material adverse effect on our earnings. For example, there is a high
degree of uncertainty with respect to future exposure from asbestos claims because of significant issues surrounding
the liabilities of insurers, diverging legal interpretations and judgments in different jurisdictions and aggressive asbestos
related litigation, particularly in the U.S. These uncertainties include the extent of coverage under insurance policies,
whether or not particular claims are subject to an aggregate limit, the number of occurrences involved in particular
claims and new theories of insured and insurer liability. We have established reserves for insurance a nd reinsurance
contracts related to environmental pollution and asbestos at December 31, 2006, which represent our best estimate of
ultimate claims exposure at December 31, 2006 based on our current knowledge of facts and law. However, given
uncertainties surrounding asbestos related claims, we cannot assure you that ultimate losses will not materially exceed
our claims reserves and have a material adverse effect on our earnings. For additional information, see “Environmental
Pollution, Asbestos and other Exposures” in note 15 to AXA’s consolidated financial statements included in Item 18 of
this Annual Report.
The claims experience in our Life & Savings businesses could be inconsistent with
the assumptions we use to price our products and establish our reserves and
adversely affect our earnings
In our Life & Savings businesses, our earnings depend significantly upon the extent to which our actual claims
experience is consistent with the assumptions we use in setting the prices for our products and establishing the
liabilities for obligations for technical provisions and claims. AXA uses both its own experience and industry data to
develop estimates of future policy benefits including information used in pricing the insurance products and
establishing the related actuarial liabilities. However, there can be no assurance that actual experience will match
these estimates. To the extent that our actual benefits paid to policyholders are less favorable than the underlying
assumptions used in initially establishing the future policy benefit reserves, or events or trends cause us to change
the underlying assumptions, we may be required to increase our liabilities, which may reduce our net income. For
example, certai n variable annuity products issued or reinsured by certain of our subsidiaries contain guaranteed
minimum death benefit (“GMDB”) and guaranteed minimum income benefit (“GMIB”) features. The determination of
GMDB and GMIB liabilities is based on models that involve numerous estimates and subjective judgments, including
those regarding expected market rates of return and volatility, GMIB election rates, contract surrender rates and
mortality experience. Determination of liabilities for our other lines of Life & Savings business, such as our annuity
business, as well as our disability income business, also involve numerous assumptions and subjective judgments
as to mortality and morbidity experience, investment returns, expenses, policy surrender rates, policy lapse rates,
and other matters. There can be no assurance that the actual experience on these products will not differ, upwards
or downwards, from management’s estimates. In addition, certain acquisitio n costs related to the sale of new policies
and the purchase of policies already in force have been recorded as assets on our balance sheet and are being
amortized into income over time. If the assumptions relating to various factors, including the future profitability of
these policies (such as future claims, investment income and expenses) and policy lapses and surrenders are not
realized, the amortization of these costs could be accelerated and may even require write-offs due to
unrecoverability. These factors could have a material adverse effect on our business, results of operations and
financial condition.
13
Our operating results may be materially adversely affected by the occurrence
of natural disasters and pandemic diseases
Natural disasters, such as hurricanes, windstorms, earthquakes, fires and explosions, have the potential to
adversely affect our operating results. Over the past several years, changing weather patterns and climatic conditions,
such as global warming, have added to the unpredictability and frequency of natural disasters in certain parts of the
world and created additional uncertainty as to future trends and exposures. We generally seek to reduce our exposure
to these events through individual risk selection, monitoring risk accumulation and purchase of reinsurance. We have
experienced in the past, and could experience in the future, material losses from such disasters and catastrophic
events, which could have a material adverse effect on our financial position and results of operations.
Other risks, such as an outbreak of a pandemic disease, such as the Avian Influenza A Virus (H5N1), could also
adversely affect our business and operating results. While outbreaks of the Avian Flu have occurred among poultry or
wild birds in a number of countries in Asia, parts of Europe, and in Africa, transmission to humans has been rare. If the
virus mutates to a form that can be transmitted from human to human, it has the potential to spread rapidly worldwide
and result in mortality and morbidity rates that far exceed the assumptions that we have used in pricing certain of our
products. Both the contagion and mortality rates regarding any mutated H5N1 virus that can be transmitted from
human to human are highly speculative at this point in time and we continue to monitor the developing facts. A
significant global outbreak could have a material adverse effect on our life insurance business, operating results and
liquidi ty due to increased mortality and morbidity rates.
A downgrade in the claims paying ability and credit strength ratings of AXA could
adversely impact our business and results of operations
Claims paying and credit strength ratings have become an increasingly important factor in establishing the competitive
position of insurance companies. Rating agencies review their ratings, and their rating methodologies, periodically and
our current ratings may not be maintained in the future. A downgrade or the potential for a downgrade in these ratings
could adversely affect our business and results of operations, including through a reduction in the number of new
insurance policies that we underwrite and/or an increase in surrender or termination rates of our policies already in-
force. A downgrade in our ratings may also adversely affect our cost of raising debt.
We face increased competition in all of our business segments, including the global
financial services industry, as a result of continuing consolidation
We face strong and increasing competition in all our business lines. Our competitors include mutual funds companies,
asset management firms, private equity firms, hedge funds, commercial banks and other insurance companies, many
of which are regulated differently than we are and offer alternative products or more competitive pricing than we do.
The recent consolidation in the global financial services industry has also enhanced the competitive position of some
of our competitors by broadening the range of their products and services, and increasing their distribution channels
and their access to capital. In addition, development of alternative distribution channels for certain types of insurance
and securities products, including through the internet, may result in increasing competition as well as pressure on
margins for certain types of products. These competitive pressures could result in increased pricing pressures on anumber of our products and services, particularly as competitors seek to win market share, and may harm our ability
to maintain or increase our profitability.
14
Reinsurance may not be adequate to protect us against losses and we may incur
losses due to the inability of our reinsurers to meet their obligations
In the normal course of business, AXA seeks to reduce losses that may arise from catastrophes or other events that
cause unfavorable underwriting results through reinsurance. Under the reinsurance arrangements, other insurers
assume a portion of the losses and related expenses; however, we remain liable as the direct insurer on all risks
reinsured. Consequently, ceded reinsurance arrangements do not eliminate our obligation to pay claims and we are
subject to our reinsurers’ credit risk with respect to our ability to recover amounts due from them. Although we evaluate
periodically the financial condition of our reinsurers to minimize our exposure to significant losses from reinsurer
insolvencies, our reinsurers may become financially unsound by the time their financial obligation becomes due. The
reinsurance market has become increasingly concentrated following recent mergers and acquisitions, which have
reduced the n umber of major reinsurance providers. The inability of any reinsurer to meet its financial obligations to us
could negatively impact our results of operations. In addition, the availability, amount and cost of reinsurance depend
on general market conditions and may fluctuate significantly. Reinsurance may not be available to us in the future at
commercially reasonable rates and any decrease in the amount of our reinsurance will increase our risk of loss.
Changes in tax laws and regulations, including elimination of tax benefits
for our products, may adversely affect sales of our insurance and investment
advisory products, and also impact our deferred tax assets
Changes to tax laws may affect the attractiveness of certain of our products, which currently have favorable tax treatment. From time to time, governments in the jurisdictions in which we operate, have considered or implemented proposals for changes in tax law that could adversely affect our products. These proposals have included, for example, proposals to levy tax on the undistributed increase in value of life insurance policies or annuities or similar proposals that affect the tax-favored status of life insurance products and annuities in certain jurisdictions. Also, legislation enacted in the United States in the spring of 2001 increased the size of estates exempt from the federal estate tax. This legislation is phasing in reductions in the estate tax rate between 2002 and 2009 and will repeal the estate tax entirely in 2010. Under the legislation, however, the estate tax will be reinstated, without the increased exemption or reduced rate, in 2011 and will be in effect thereafter. This legislation, and possible future changes to it such as extending or making permanent its repeal or reform to reduce the impact of estate taxes, could have a negative impact on the sales of estate planning products by U.S. life insurance companies, including our U.S. subsidiaries. The enactment of these or other types of or other tax legislation in the various countries where we operate, including proposals in the U.S. to create or favor alternative tax-favored long-term savings vehicles, could result in a significant decrease in sales of our currently tax-favored products.
In addition, changes in tax laws or regulations or an operating performance below currently anticipated levels may lead
to a significant impairment of deferred tax assets, in which case we could be obligated to write-off certain tax assets.
Tax assets may also need to be written-down if certain assumptions of profitability prove to be incorrect, as losses
incurred for longer than expected will make it more unlikely that we would be able to use our tax assets. Any such
development may have a material adverse impact on our results of operations.
The Property & Casualty insurance business is cyclical, which may impact our results
The Property & Casualty insurance business is cyclical. Although no two cycles are the same, these cycles have
typically lasted for periods ranging from two to six years. Periods of intense price competition due to excessive
15
underwriting capacity, periods of shortages of underwriting capacity permiting more favorable rates, consequent
fluctuations in underwriting results and the occurrence of other losses characterize the conditions in these cycles.
Historically, Property & Casualty insurers have experienced significant fluctuations in operating results due to volatile
and sometimes unpredictable developments, many of which are beyond the direct control of the insurer, including
competition, frequency or severity of catastrophic events, levels of capacity, general economic conditions and other
factors. This may cause a decline in revenues during certain cycles if we choose not to reduce our Property & Casualty
product prices in order to maintain our market position and profitability. We may therefore experience the effects of such
cyclicality, changes in customer expectations of appropriate premium levels, the frequency or severity of cla ims or other
loss events, or other factors affecting the Property & Casualty insurance business, which could have an adverse effect
on our results of operations and financial condition.
Our business is subject to extensive regulation in the various countries where we
operate and changes in existing or new government regulations in these countries
may have an adverse effect on our business, financial condition or results
of operations
We are subject to detailed and comprehensive regulation and supervision in all the jurisdictions in which we
operate. Our insurance operations are subject to insurance laws and regulations, which are generally intended to
protect policyholders, not our shareholders or creditors. Changes in existing insurance laws and regulations may
materially affect the way in which we conduct our business and the products we offer. In addition, changes in
pension and employee benefit regulation, social security regulation, financial services regulation, taxation and the
regulation of securities products and transactions may also adversely affect our ability to sell new policies or our
claims exposure on existing policies. Our asset management operations are also subject to extensive regulation in
their respective jurisdictions. These regulations are primarily intended to protect investors in the securities markets
or investment advisory clients and generally grant supervisory authorities broad regulatory powers. Changes to
these laws and regulations may adversely affect our asset management operations. We are also subject to
increasing regulation under various laws and regulations governing the solvency of insurers and other financial
institutions including with respect to such matters as capital adequacy, intra-group transactions, “double-gearing”
of capital at multiple levels within a consolidated group (e.g. at the consolidated Group, holding company and
operating company levels).
We are faced with significant compliance challenges due to the fact that our regulatory environment is evolving rapidly
and supervisory authorities around the world are assuming an increasingly active and aggressive role in interpreting and
enforcing regulations in the jurisdictions where we do business. We have been and may become in the future subject
to regulatory investigations which, together with the civil actions often following these investigations, may affect our
image, brand, relations with regulators and/or results of operations.
For a discussion of regulations which affect our business, please see Item 4 “Information on the Company –
Additional Factors which may affect AXA’s Business”. We cannot predict with any certainty the potential effects that
any change in applicable laws or regulations, their interpretation or enforcement, or that any enactment of new
regulation or legislation in the future may have on the business, financial condition or results of operations of our
various businesses.
16
We are involved in various legal proceedings and regulatory investigations and
examinations and may be involved in more in the future, any one or a combination
of which could have a material adverse effect on our financial condition and
results of operations
We have been named as defendants in lawsuits (both class actions and individual lawsuits). We have been subject to
regulatory investigations or examinations in the various jurisdictions where we do business. These actions arise in
various contexts including in connection with our activities as an insurer, securities issuer, employer, investment advisor,
investor and taxpayer. For example, in 2005, we received requests for information from various U.S. regulators and law
enforcement authorities relating to the purchase and/or sale of non-traditional reinsurance products (including finite
reinsurance) by certain of our affiliates.
Certain of these lawsuits and investigations seek significant or unspecified amounts of damages, including punitive
damages, and certain of the regulatory authorities involved in these proceedings have substantial powers over the
conduct and operations of our business.
Due to the nature of certain of these lawsuits and investigations, we cannot make an estimate of loss or predict with
any certainty the potential impact of these suits or investigations on our business, financial condition or results of
operations. Please see Item 18 – note 30 “Litigation” and Item 4 “Information on the Company – Additional Factors
which may affect AXA’s Business” of this Annual Report for additional information on these matters.
Increased geopolitical risks following the terrorist attacks in the United States and
any future terrorist attacks may have a continuing negative impact on certain
of our businesses
We cannot assess with any degree of certainty the future effects on our businesses of terrorist attacks that have
occurred and may occur in the future throughout the world, and other responsive actions, including war.
The terrorist attacks and responsive actions in recent years have significantly adversely affected general economic,
financial and political conditions, increasing many of the risks in our businesses. Such attacks and actions may have a
continuing negative effect on our businesses and results of operations over time. Our general account investment
portfolios include investments in industries that we believe may be adversely affected by the terrorist attacks and
responsive actions, including airlines, lodging and entertainment companies and non-life insurance companies. The
effect of these events on the valuation of these investments is uncertain and could lead to impairments due to lasting
declines in the value of investments. The cost, and possibly, the availability, in the future, of reinsurance coverage
against terrorist attacks for our various insurance operations is uncertain. In addition, the rating agencies could
re examine the ratings affecting the insurance industry generally, including our companies.
As a global business, we are exposed to various local political, regulatory and
economic conditions, business risks and challenges which may affect the demand
for our products and services, the value of our investments portfolio and the credit
quality of local counterparties
We offer our products and services in Europe, North America, the Asia/Pacific region, the Middle East and Africa
through wholly-owned and majority-owned subsidiaries, joint ventures, companies in which we hold non-controlling
17
equity stakes, agents and independent contractors. Our international operations expose us to different local political,
regulatory, business and financial risks and challenges which may affect the demand for our products and services, the
value of our investment portfolio, the required levels of capital and surplus, and the credit quality of local counterparties.
These risks include, for example, political, social or economic instability in countries in which we operate, fluctuations
in foreign currency exchange rates, credit risks of our local borrowers and counterparties, lack of local business
experience in certain markets, risks associated with exposure to insurance industry insolvencies through policyholder
guarantee funds or similar mechanisms set up in foreign markets and, in certain cases, risks associated with the
potential incompatibility with foreign partners, especially in countries in which we are conducting busi ness through
entities we do not control. Our expansion in emerging markets requires us to respond to rapid changes in market
conditions in these countries. Our overall success as a global business depends, in part, upon our ability to succeed
in different economic, social and political conditions. We may not continue to succeed in developing and implementing
policies and strategies that are effective in certain locations where we do business.
Finally, our results of operations and financial condition may be materially affected from time to time by the general
economic conditions such as the levels of employment, consumer lending or inflation, in the countries in which we
operate.
Inadequate or failed processes or systems, human factors or external events may
adversely affect our profitability, reputation or operational effectiveness
Operational risk is inherent in our business and can manifest itself in various ways, including business interruption, poor
vendor performance, information systems malfunctions or failures, regulatory breaches, human errors, employee
misconduct, and external fraud. These events can potentially result in financial loss, harm to our reputation and/or
hinder our operational effectiveness. Management attempts to control these risks and keep operational risk at low levels
by maintaining a sound and well controlled environment in light of the characteristics of our business, markets and
regulatory environment in which we operate. Notwithstanding these measures, operational risk is part of the business
environment in which we operate and we may incur losses from time to time due to these types or risks.
Other risks relating to our operations
As a holding company, we are dependent on our subsidiaries to cover
our operating expenses and dividend payments
Our insurance and financial services operations are generally conducted through direct and indirect subsidiaries. As a
holding company, our principal sources of funds are dividends from subsidiaries and funds that may be raised from time
to time through the issuance of debt or equity securities or through bank or other borrowings.
We expect that dividends received from subsidiaries will continue to cover our operating expenses, including (i) interest
payments on our outstanding financing arrangements and (ii) dividend payments with respect to our outstanding
ordinary shares. We expect that future acquisitions and strategic investments will be funded from available cash flow
remaining after the payment of dividends and operating expenses (including interest expense), cash on hand from
previous securities offerings, proceeds of future offerings of securities, and proceeds from the sale of non-core assets.
18
Certain of our significant subsidiaries, including AXA France Assurance, AXA Financial, AXA UK Holdings, AXA Japan,
AXA Asia-Pacific Holdings, and AXA Germany, are also holding companies and are dependent on dividends from their
respective subsidiaries for funds to meet their obligations. In addition, certain of our principal insurance subsidiaries are
subject to restrictions on the amount of dividends and debt repayments that can be paid to us and our affiliates. While
we do not believe that these restrictions currently constitute a material limitation on our ability to meet our obligations
or pay dividends on our shares, these restrictions may lead to a material limitation in the future. For further detail, see
Item 5 “Liquidity and Capital Resources” and Item 18 – note 28.3 “Other items: Restrictions on Dividend Payments to
Shareholders” of this Annual Report.
Compliance with the Sarbanes-Oxley Act entails significant expenditure and
managerial attention, and non-compliance with the Sarbanes-Oxley Act may
adversely affect us
The U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the related regulations subsequently
implemented by the SEC and the NYSE required changes to some of our accounting and corporate governance
practices, including the requirement to issue, for the year ending December 31, 2006 and future years, a report on our
internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. We expect that
compliance with the new rules and regulations will continue to require significant management attention and will result
in increased accounting, legal and other costs. In addition, because Section 404 of the Sarbanes-Oxley Act requires
our auditors to audit and issue an attestation report on our internal controls over financial reporting each year,
undertaking significant internal restructurings (such as information technology restructurings), corporate development
activities or oth er initiatives that may affect our internal control environment, may become more difficult and costly. This
may have an adverse effect on our business and/or our ability to compete with our competitors that are not subject to
the Sarbanes-Oxley Act. Our inability to achieve or maintain compliance with Section 404 and other provisions of the
Sarbanes-Oxley Act and related rules and regulations may have a material adverse effect on us including on our
reputation and image in the global marketplace.
Our acquisitions may divert management attention and other resources and
involve risks of additional liabilities
In recent years, we have completed a number of acquisitions around the world, such as the acquisition of Winterthur
Group from Crédit Suisse completed on December 22, 2006. We may make further acquisitions in the future. Growth
by acquisition involves risks that could adversely affect our operating results, including the substantial amount of
management time that may be diverted from operations to pursue and complete acquisitions. Our acquisitions could
also result in the incurrence of additional indebtedness, costs, contingent liabilities, and impairment and amortization
expenses related to goodwill and other intangible assets, all of which could materially adversely affect our businesses,
financial condition and results of operations. Future acquisitions may have a dilutive effect on the ownership and voting
percentages of existing shareholders. We may also finance future acquisitions with debt issuances or by entering into
credit facilities, each of which could adversely affect our businesses, financial condition and results of operations. The
businesses we have recently acquired include Life & Savings, Property & Casualty, Asset Management, distribution
businesses and retail banking operations. There could be unforeseen liabilities that arise out of the businesses we have
acquired and may acquire in the future which may not be covered by, or exceed the amounts of any indemnities
provided to us by the sellers.
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Our acquisitions may cause integration issues and we may not achieve the level
of synergies anticipated
We may face difficulties in managing and integrating the operations and personnel we acquire. Significant delays in
completing the integration of acquired companies may cause us to lose key employees and/or customers of these
companies. We may also experience difficulties in rationalizing and integrating the information technology (“IT”) systems
of acquired companies, including accounting information systems, with our existing IT systems. Delays and unforeseen
costs in the integration process would require extensive management attention and resources and could jeopardize the
timely production of the financial information required for inclusion in the consolidated financial statements and the
timely reporting to relevant regulatory authorities. These integration issues may prevent us from achieving the level of
synergies forecast.
For example, our ability to achieve the synergies announced in connection with the Winterthur acquisition depends on
AXA’s ability to execute the market-by-market integration of Winterthur in an efficient and timely manner and on a
number of other factors, including the ability to achieve projected synergies in IT, reinsurance, human resources and
various other areas.
We may have contingent liabilities from discontinued, divested and run-off
businesses and may incur other off-balance sheet liabilities that may result
in charges to the income statement
We may, from time to time, retain insurance or reinsurance obligations and other contingent liabilities in connection with
our divestiture, liquidation or run-off of various businesses. For example, on December 21, 2006, we completed the
disposition of AXA RE’s business, our reinsurance subsidiary, but retained the risk related to adverse deviation of claims
reserves for all accident years prior to January 1, 2006.
Our reserves for these types of obligations and liabilities may be inadequate which could cause us to take additional
charges that could be material to our results of operations. We may also, from time to time and in the course of our
business provide guarantees and enter into derivative and other types of off-balance sheet transactions that could result
in income statement charges. For additional information, see Item 18 – note 28 “Contingent assets and liabilities and
unrecognized contractual commitments” and also Item 18 – note 19 “Derivative Instruments” of this Annual Report.
The failure to maintain and modernize our information systems could adversely
affect our business
Our business depends significantly on effective information systems, and we have many different information systems
for our various businesses. We must commit significant resources to maintain and enhance our existing information
systems, and develop new ones in order to keep pace with the evolving information technology, industry and regulatory
standards and customer preferences. If we do not maintain adequate information systems, we may not be able to
gather and rely on adequate information to base our pricing, underwriting and reserving decisions. We may also have
difficulties in attracting new customers and preserving our existing customer base. In addition, underperforming
information systems could cause us to become subject to a higher number of customer, provider and agent disputes,
may increase our litigation and regulatory exposure and make us incur higher administrative expenses, including
remediation costs.
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Significant shareholders of AXA may have interests conflicting with your interests
The Mutuelles AXA, two French mutual insurance companies, acting as a Group, owned at February 28, 2007, directly
and indirectly, approximately 14.26% of the issued ordinary shares of AXA representing approximately 20.89 % of the
voting power of AXA’s shares1. Most of the shares owned by the Mutuelles AXA have double voting rights pursuant to
the provisions of AXA’s articles of association, see “Item 10 – Additional Information – Certain Rights of AXA’s
Shareholders – Voting Rights” of this Annual Report. The Mutuelles AXA have stated their intention to collectively vote
their shares in AXA. We cannot assure you that the interests of the Mutuelles AXA will not, from time to time, conflict
with your interests as a shareholder. For example, even though the Mutuelles AXA do not hold a majority of the total
voting power in AXA, efforts by the Mutuelles AXA to decline or de ter a future offer to acquire control of AXA, which
other shareholders may find attractive, may prevent other shareholders from realizing a premium for their AXA ordinary
shares or ADRs. The Mutuelles AXA may decide to increase their interest in AXA or to sell all or a portion of the ordinary
shares they own at some future date.
Risks related to ownership of AXA ADSs or ordinary shares
The trading price of AXA ADSs and dividends paid on AXA ADSs may be materially
adversely affected by fluctuations in the exchange rate for converting Euro into
U.S. dollars
Fluctuations in the exchange rate for converting Euro into U.S. dollars may affect the value of AXA ADSs. Specifically,
as the relative value of the Euro against the U.S. dollar declines, each of the following values will also decline:
– the U.S. dollar equivalent of the Euro trading price of AXA ordinary shares on the Euronext Paris which may
consequently cause the trading price of AXA ADSs in the United States to also decline;
– the U.S. dollar equivalent of the proceeds that a holder of AXA ADSs would receive upon the sale in France of any
AXA ordinary shares withdrawn from the depositary; and
– the U.S. dollar equivalent of cash dividends paid in Euro on the AXA ordinary shares represented by the AXA ADSs.
The holders of AXA ADSs may not be able to exercise their voting rights due
to delays in notification to and by the depositary
The depositary for the AXA ADSs may not receive voting materials for AXA ordinary shares represented by AXA ADSs
in time to ensure that holders of AXA ADSs can instruct the depositary to vote their shares. In addition, the depositary’s
liability to holders of AXA ADSs for failing to carry out voting instructions or for the manner of carrying out voting
instructions is limited by the Deposit Agreement governing the AXA ADR facility. As a result, holders of AXA ADSs may
not be able to exercise their right to vote and have limited recourse against the depositary or AXA if their shares are not
voted according to their request.
1. Voting power calculated based on AXA shares with exercisable voting rights.
21
Holders of AXA ADSs will have limited recourse if AXA or the depositary fails to
meet its obligations under the Deposit Agreement and they wish to involve AXA
or the depositary in a legal proceeding
The Deposit Agreement expressly limits the obligations and liability of AXA and the depositary. Neither AXA nor the
depositary will be liable if they:
– are prevented from or delayed in performing any obligation by circumstances beyond their control,
– exercise or fail to exercise discretion under the Deposit Agreement, or
– take any action based upon the advice of, or information from, legal counsel, accountants, any person presenting
ordinary shares for deposit, any holder or owner of an AXA ADR or any other person believed by AXA or the
depositary in good faith to be competent to give such advice or information. In addition, the depositary and AXA have
the obligation to participate in any action, suit or other proceeding with respect to the AXA ADSs which may involve
them in expense or liability only if they are indemnified. These provisions of the Deposit Agreement will limit the ability
of holders of AXA ADSs to obtain recourse if AXA or the depositary fails to meet their obligations under the Deposit
Agreement or if they wish to involve AXA or the depositary in a legal proceeding.
The holders of AXA ADSs in the United States may not be able to participate in
offerings of rights, warrants or similar securities to holders of our ordinary shares
on the same terms and conditions as holders of our ordinary shares
In the event that we offer rights, warrants or similar securities to the holders of our ordinary shares or distribute
dividends payable, in whole or in part, in securities, the Deposit Agreement provides that the depositary (after
consultation with AXA) shall have discretion as to the procedure to be followed in making such rights or other securities
available to ADR holders including disposing of such rights or other securities and distributing the net proceeds in U.S.
dollars to ADR holders. Given the significant number of AXA ADR holders in the U.S., AXA generally would be required
to register with the SEC any public offering of rights, warrants or other securities made to its ADR holders unless an
exemption from the registration requirements of the U.S. securities laws is available. Registering such an offering with
the SEC can be a lengthy process which may be inconsistent with the timetable for a global capital raising operation.
Consequently, we have in the past elected and may in the future elect not to make such an offer in the U.S., including
to our ADR holders in the U.S. and rather only conduct such an offering in an “offshore” transaction in accordance with
“Regulation S” under the U.S. Securities Act of 1933, as amended. Therefore, there can be no assurance that our ADR
holders will be able to participate in such an offering in the same manner as our ordinary shareholders.
Our ADS and ordinary share price could be volatile and could drop unexpectedly
and you may not be able to sell your ADRs or ordinary shares at or above the price
you paid
The price at which our ADSs and ordinary shares will trade may be affected by a large number of factors, some of which
will be specific to us and our operations and some of which will be related to the insurance industry and equity markets
generally. As a result of these factors, you may not be able to resell your ADSs or ordinary shares at or above the price
which you paid for them. In particular, the following factors, in addition to other risk factors described in this Section,
may have a significant impact on the market price of our ADSs or ordinary shares:
– investor perception of our Company, including actual or anticipated variations in our revenues, earnings or other
operating results;
22
– announcement of intended acquisitions, disposals or financings or speculations of such acquisitions, disposals or
financings;
– changes in our dividend policy, which could result from changes in our cash flow and capital position;
– sales of blocks of our shares by significant shareholders;
– hedging activities on our shares;
– a downgrade of our credit or financial strength ratings, including placement on credit watch, or rumors of such
downgrades;
– actual or potential litigation involving us or the insurance or asset management industries generally;
– changes in financial estimates and recommendations by securities research analysts;
– fluctuations in foreign exchange rates and interest rates;
– the performance of other companies in the financial services’ sector;
– regulatory developments in the principal markets in which we operate;
– international or local political, economic and market conditions; and
– unforeseen events such as natural disaster or terrorist attacks and other developments stemming from such events
and the uncertainty related to these developments.
As a “foreign private issuer” in the United States, AXA is exempt from certain rules
under the U.S. securities laws and is permitted to file less information with the SEC
than U.S. companies
As a “foreign private issuer,” AXA is exempt from certain rules under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that impose certain disclosure obligations and procedural requirements for proxy
solicitations under Section 14 of the Exchange Act. In addition, AXA’s officers, directors and principal shareholders are
exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules
under the Exchange Act with respect to their purchases and sales of AXA ordinary shares and ADRs. Moreover, AXA
is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S.
companies whose securities are registered under the Exchange Act. In addition, AXA is not required to comply with
Regulation FD, which restricts the selective disclosure of material information. Accordingly, t here may be less publicly
available information concerning AXA than there is for U.S. public companies.
Judgments of United States courts may not be enforceable against us
Judgment of United States courts, including those predicated on the civil liability provisions of the Federal securities
laws of the United States, may not be enforceable in French courts. As a result, our shareholders who obtain a
judgment against us in the United States may not be able to require us to pay the amount of the judgment.
23
Item 4: Information
on the Company
INTRODUCTION
AXA is a French “société anonyme à directoire et conseil de surveillance” (a form of limited liability company with a
Management Board and a Supervisory Board). The Company’s headquarters are located at 25 Avenue Matignon,
75008 Paris, France and its telephone number is (33) 1 40 75 57 00. For information on AXA’s principal trading markets
for its ordinary shares and ADSs, see “Item 9 – The Offer and Listing” included in this Annual Report. The predecessor
and founder of AXA was organized under the laws of France in 1852. The Company’s corporate existence will continue,
subject to dissolution or prolongation until December 31, 2059.
RECENT DEVELOPMENTS
For a description of significant acquisitions and disposals undertaken by AXA see “Item 5 – Operating and Financial
Review and Prospects – December 2006 operating highlights” and note 5, “Goodwill”, to the consolidated financial
statements included under Item 18 of this Annual Report.
For information relating to the ownership structure of the Group, see “Item 7 – Major Shareholders and Related Party
Transactions”, included elsewhere in this Annual Report.
GENERAL INFORMATION
The Company is the holding company for AXA, a worldwide leader in financial protection. Based on available
information at December 31, 2006, AXA was one of the world’s largest insurance Groups, with consolidated gross
revenues of€78.8 billion for the year ended December 31, 2006. AXA is also one of the world’s largest asset managers,
with total assets under management as at December 31, 2006 of€1,315 billion, including assets managed on behalf
of third party clients in an aggregate amount of€689 billion. Based on available information at December 31, 200 5 and
taking into account banking companies engaged in the asset management business, AXA was the world’s 5th largest
asset manager1.
AXA operates primarily in Western Europe, North America, the Asia-Pacific region and, to a lesser extent, in other
regions including in particular the Middle East and Africa. AXA has five operating business segments: Life & Savings,
Property & Casualty, International Insurance, Asset Management, and Other Financial Services (including banks). In
addition, various Holding Companies within the AXA Group conduct certain non-operating activities.
The diversification of the AXA operations is key to improve its efficiency. Operating in different segments, AXA benefits
from the mutualization effect of different natures of risk exposure. For instance, mortality risks are partly offset by
longevity risks, insurance risks by financial risks. In addition, geographic diversification of localized risk reduces the
volatility of claims experience, thus limiting the cost of economic capital needed to support the solvency of the AXA
Group.
1. Source: AXA from Pensions & Investments, Watson Wyatt Global 500 survey 2005.
25
AXA GROUP:
SIMPLIFIED ORGANIZATION CHART AS
AT DECEMBER 31, 2006 (without Winterthur1)
Set forth below is a simplified organization chart of AXA as at December 31, 2006. For additional information, please
see note 2 “Scope of consolidation” to the Consolidated Financial Statements included in Item 18 of this Annual Report.
Please note that the percentage on the left represents the economic interest and the percentage on the right represents
the percentage of control.
(a) Holding Company that owns fully AXA Equitable Life Insurance Company.
(b) Holding Company that owns AXA Assurances Inc. and AXA Insurance (Canada).
(c) Holding Company that owns AXA Assurance Maroc.
(d) Holding Company that owns AXA Versicherung AG, AXA Lebenversicherung AG and AXA ART Versicherung AG.
(e) Holding Company that owns AXA Belgium.
(f) Holding Company that owns AXA Aurora Iberica, S.A. de Seguros y Reaseguros and AXA Aurora Vida, S.A. de Seguros y Reaseguros and Seguro
Directo Gere Companhia de Seguros (Portugal R.C).
(g) Holding Company that owns AXA France Vie, AXA France IARD, AVANSSUR, AXA Corporate Solutions Assurance and AXA Epargne Entreprise.
(h) Holding Company that owns AXA Assicurazioni S.p.A.
(i) Holding Company that owns AXA Assurance Luxembourg and AXA Assurance Vie Luxembourg.
1. Following the acquisition by AXA of Winterthur on December 22, 2006, most subsidiaries of Winterthur, with the notable exception of its U.S.
subsidiaries that have been sold, today owned by Winterthur Swiss Insurance Company or Winterthur Leben are intended to
be integrated in the course of 2007 with the corresponding subsidiaries of the AXA Group.
26
(j) Holding Company that owns AXA Leven N.V. and AXA Schade N.V.
(k) Holding Company that owns AXA Sun Life Plc, AXA Insurance Plc and AXA PPP Healthcare Limited.
(l) Holding Company that owns AXA Oyak Hayat Sigorta A.S. and AXA Oyak Sigorta A.S.
(m) Holding Company that owns National Mutual Life Association of Australasia Limited, National Mutual Funds Management (Global) Limited and National
Mutual International Pty Limited. AXA ownership Interest in AXA Asia-Pacific Group is 52.7% broken down into 51.6% direct interest holding and an
additional 1.1% owned by the AAPH Executive plan trust. AXA voting right in AXA Asia-Pacific Group is 53.7% broken down into 51.6% direct interest
holding and an additional 2.1% owned by the AAPH Executive plan trust.
(n) Holding Company that owns AXA Life Insurance Co. Ltd and AXA Non-Life Insurance Co. Ltd.
(o) Holding Company that owns AXA Life Insurance Singapore Pte Ltd.
27
RATINGS
The Company and certain of its insurance subsidiaries are rated by recognized rating agencies. The significance of
individual ratings varies from agency to agency. According to the rating agencies, companies assigned ratings at the
top end of the range have a stronger capacity to repay debt and make payment on claims compared to companies
assigned ratings at the lower end of the range.
Insurance rating agencies focus on the financial strength of the relevant insurance company and its capacity to meet
the obligations arising on insurance policies. Certain of these agencies and their respective insurance rating scales are
set out below.
Rating agency | Highest rating | Lowest rating | |||
Standard & Poor’s Corp. (“Standard & Poor’s”) | AAA (“extremely strong”) | R (“regulatory action”) | |||
Moody’s Investor Services (“Moody’s”) | Aaa (“extremely strong”) | C (“lowest”) | |||
Fitch, Inc. (“Fitch”) | AAA (“extremely strong”) | D (“order of liquidation”) |
Debt ratings focus on a company’s ability to make timely payments of principal and interest. The rating scales for these
agencies are set out below.
Rating agency | Highest rating | Lowest rating | |||
Standard & Poor’s | AAA (“extremely strong”) | D (“default”) | |||
Moody’s | Aaa (“best”) | C (“lowest”) | |||
Fitch | AAA (“highest”) | D (“default”) |
The commercial paper rating scales for these agencies are as follows:
Rating agency | Highest rating | Lowest rating | |||
Standard & Poor’s | A-1 (“extremely strong”) | D (“default”) | |||
Moody’s | Prime-1 or P-1 (“superior”) | Not Prime (“Not Prime”) | |||
Fitch | F-1+ (“exceptionally strong”) | D (“default”) |
28
At June 12, 2007, the relevant ratings for the Company and its principal insurance subsidiaries are as follows:
2006 | |||||
Agency | Rating | ||||
Insurer Financial Strength Ratings | |||||
The Company’s principal insurance subsidiaries | Standard & Poor’s | AA | |||
Moody’s | Aa3 | ||||
Fitch Ratings | AA | ||||
Ratings of the Company’s Long Term and Short Term Debt | |||||
Senior Debt | Standard & Poor’s | A+ | |||
Moody’s | A2 | ||||
Fitch Ratings | A+ | ||||
Short Term Debt (Commercial Paper) | Standard & Poor’s | A-1 | |||
Moody’s | P-1 | ||||
Fitch Ratings | F-1+ | ||||
Ratings of the Company’s Super subordinated Debt | |||||
Standard & Poor’s | BBB+ | ||||
Moody’s | Baa1 | ||||
Fitch Ratings | A |
The ratings set forth above may be subject to revision or withdrawal at any time by the assigning rating agency. None
of these ratings are an indication of the historic or potential performance of the ordinary shares, ADSs, ADRs or debt
securities and should not be relied upon for purpose of making an investment decision with respect to any of these
securities. The Company accepts no responsibility for the accuracy or reliability of the ratings.
29
BUSINESS OVERVIEW
The table below summarizes certain key financial data by segment for the last three years.
CONSOLIDATED GROSS REVENUES AND NET INCOME
(in Euro million, except percentages) | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2006 | 2005 | 2004 | |||||||||||||||
Restated(a) | As originally presented | Restated(a) | As originally presented | ||||||||||||||
Gross revenues | |||||||||||||||||
Life & Savings | 50,479 | 64% | 45,116 | 63% | 42,344 | 63% | |||||||||||
Property & Casualty | 19,793 | 25% | 18,874 | 26% | 17,852 | 27% | |||||||||||
International Insurance | 3,716 | 5% | 3,813 | 5% | 3,363 | 5% | |||||||||||
Asset Management | 4,406 | 6% | 3,440 | 5% | 3,084 | 5% | |||||||||||
Other financial services | 381 | 0% | 428 | 1% | 387 | 1% | |||||||||||
Gross revenues | 78,776 | 100% | 71,670 | 100% | 67,030 | 100% | |||||||||||
Net income | |||||||||||||||||
Life & Savings | 2,957 | 51% | 2,404 | 2,404 | 50% | 1,826 | 1,826 | 48% | |||||||||
Property & Casualty | 1,977 | 34% | 1,737 | 1,737 | 36% | 1,439 | 1,439 | 38% | |||||||||
International Insurance | 244 | 4% | 184 | 184 | 4% | 244 | 244 | 6% | |||||||||
Asset Management | 610 | 10% | 411 | 411 | 9% | 304 | 304 | 8% | |||||||||
Other financial services | 43 | 1% | 82 | 82 | 2% | 13 | 13 | 0% | |||||||||
Net incomefrom operating segments | 5,831 | 100% | 4,819 | 4,819 | 100% | 3,826 | 3,826 | 100% | |||||||||
Holding companies | (745) | (500) | (645) | (33) | (88) | ||||||||||||
Net income | 5,085 | 4,318 | 4,173 | 3,793 | 3,738 |
(a) Restated means: following clarification of IFRIC agenda committee following IASB decision, AXA has reclassified TSDI instruments (perpetual
subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income. For additional
information on TSDI instruments (perpetual subordinated debts) please refer to note 1 “Accounting principles” to the consolidated financial statements
included in Item 18 of this Annual Report.
30
2006 | 2005 | 2004 | ||||||||||||||
Other Financial Data | Restated(a) | As originally presented | Restated(a) | As originally presented | ||||||||||||
For the years ended December 31, | ||||||||||||||||
Net income per ordinary share (in Euro)(b) | ||||||||||||||||
Basic | 2.61 | 2.25 | 2.22 | 2.06 | 2.07 | |||||||||||
Diluted | 2.56 | 2.22 | 2.19 | 1.98 | 1.99 | |||||||||||
At December 31, | ||||||||||||||||
Shareholders’ equity (in Euro million) | 47,226 | 36,525 | 33,847 | 31,571 | 28,523 | |||||||||||
Average share price (in Euro) | 28.1 | 21.6 | 17.5 | |||||||||||||
Share price as at December 31 (in Euro) | 30.7 | 27.3 | 18.2 |
(a) Restated means: following clarification of IFRIC agenda committee following IASB decision, AXA has reclassified TSDI instruments (perpetual
subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income.
(b) Following any significant capital increase with a stock price lower than the market price, such as ORAN conversion in July 2004, average number of
shares and consequently EPS over each period must be restated to take into account this event, in accordance with French regulation.
AXA’S TOTAL ASSETS UNDER MANAGEMENT
(in Euro million) | |||||||
At December 31, | |||||||
2006(a) | 2005 | 2004 | |||||
AXA (general account assets) | 449,099 | 353,346 | 313,548 | ||||
Assets with financial risk borne by policyholders (unit-linked) | 176,562 | 141,410 | 112,387 | ||||
Sub-total | 625,661 | 494,756 | 425,935 | ||||
Managed on behalf of third parties(b) | 689,004 | 575,117 | 445,524 | ||||
TOTA L | 1,314,665 | 1,069,872 | 871,459 |
(a) Winterthur (acquired on December 22, 2006) represents€105 billion of total assets under management.
(b) Including Mutuelles AXA.
31
The table below sets forth AXA’s consolidated gross revenues by segment for each of its major geographic markets for
the years indicated:
Years ended December 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
Segmentcontribution(%) | Marketcontributionto totalsegment(%) | Segmentcontribution(%) | Marketcontributionto totalsegment(%) | Segment contribution (%) | Market contribution to total segment (%) | ||||||||
TOTAL GROSS REVENUES (IN EURO MILLION) | 78,775 | 71,671 | 67,030 | ||||||||||
Life & Savings | 64% | 63% | 63% | ||||||||||
France | 29% | 29% | 27% | ||||||||||
United States | 30% | 31% | 30% | ||||||||||
United Kingdom | 9% | 5% | 6% | ||||||||||
Japan | 10% | 10% | 13% | ||||||||||
Germany | 7% | 8% | 8% | ||||||||||
Belgium | 5% | 6% | 5% | ||||||||||
Southern Europe | 3% | 3% | 3% | ||||||||||
Other countries | 7% | 7% | 7% | ||||||||||
Property & Casualty | 25% | 26% | 27% | ||||||||||
France | 26% | 27% | 27% | ||||||||||
Germany | 14% | 15% | 16% | ||||||||||
United Kingdom (including Ireland) | 24% | 23% | 25% | ||||||||||
Belgium | 8% | 8% | 8% | ||||||||||
Southern Europe | 16% | 16% | 16% | ||||||||||
Other countries | 13% | 11% | 8% | ||||||||||
International Insurance | 5% | 5% | 5% | ||||||||||
AXA RE(a) | – | 38% | 31% | ||||||||||
AXA Corporate Solutions Assurance | 45% | 42% | 45% | ||||||||||
AXA Cessions | 2% | 2% | 3% | ||||||||||
AXA Assistance | 17% | 14% | 14% | ||||||||||
Others(a) | 36% | 4% | 7% | ||||||||||
Asset Management | 6% | 5% | 5% | ||||||||||
AllianceBernstein | 67% | 72% | 75% | ||||||||||
AXA Investment Managers | 33% | 28% | 25% | ||||||||||
Other Financial Services | 0% | 1% | 1% | ||||||||||
French banks | 15% | 15% | 26% | ||||||||||
German banks | 6% | 6% | 6% | ||||||||||
AXA Bank Belgium | 77% | 78% | 67% | ||||||||||
Others | 3% | 1% | 1% |
(a) Transfer (in 2006 only) of reinsurance activities formerly led by AXA RE to AXA Liabilities Managers (recorded in “Others”), following the sale of AXA RE
activities to Stone Point Capital.
For additional information on AXA’s revenues by segments, see note 20 “Revenues by segments and net revenues from
banking activities” to the consolidated financial statements included in Item 18 of this Annual Report.
For additional information on AXA’s business segments, see “Item 5 – Operating and Financial Review and Prospects –
Operating Results by Segment” and note 3 “Segmental Information” to the consolidated financial statements included in
Item 18 of this Annual Report.
32
SEGMENTAL
INFORMATION
Life & Savings segment
AXA offers a broad range of Life & Savings products, including individual and group investment and savings products,
as well as life and health products for both individuals and commercial clients. The Life & Savings segment accounted
for€50.5 billion or 64% of AXA’s consolidated gross revenues for the year ended December 31, 2006 (2005:
€45.1 billion or 63% respectively).
The table below summarizes AXA’s Life & Savings consolidated gross revenues and gross insurance liabilities by
geographic region for the periods and as at the dates indicated:
(in Euro million, except percentages)
Gross revenues | Gross insurance | |||||||||||||||
Years ended December 31, | liabilities at December 31, | |||||||||||||||
2006 | 2005 | 2004 | 2006(c) | |||||||||||||
France | 14,797 | 29% | 13,228 | 29% | 11,538 | 27% | 109,149 | |||||||||
United States(a) | 15,389 | 30% | 13,940 | 31% | 12,847 | 30% | 107,408 | |||||||||
Japan | 5,027 | 10% | 4,735 | 10% | 5,526 | 13% | 28,899 | |||||||||
United Kingdom | 4,292 | 9% | 2,395 | 5% | 2,420 | 6% | 101,396 | |||||||||
Germany | 3,681 | 7% | 3,585 | 8% | 3,499 | 8% | 53,238 | |||||||||
Belgium | 2,512 | 5% | 2,734 | 6% | 2,188 | 5% | 22,003 | |||||||||
Southern Europe | 1,357 | 3% | 1,439 | 3% | 1,333 | 3% | 12,056 | |||||||||
Others | 3,424 | 7% | 3,059 | 7% | 2,993 | 7% | 67,739 | |||||||||
Australia and New Zealand | 1,254 | 2% | 1,225 | 3% | 1,153 | 3% | 10,704 | |||||||||
Hong Kong | 1,041 | 2% | 831 | 2% | 734 | 2% | 6,076 | |||||||||
TOTAL | 50,479 | 100% | 45,116 | 100% | 42,344 | 100% | 501,886 | |||||||||
Of which: | ||||||||||||||||
Gross written premiums | 48,786 | 43,496 | 41,103 | |||||||||||||
Fees and charges relating to investment contracts with no participating features | 608 | 509 | 417 | |||||||||||||
Other revenues(b) | 1,084 | 1,111 | 824 |
(a) MONY was acquired on July 8, 2004, and represents€980 million in 2004 and€1,381 million in 2005 of the revenues recorded.
(b) Includes revenues from other activities (mainly commissions and fees on mutual funds sales).
(c) Winterthur represents€87,328 million of total gross insurance liabilities, of which€34,800 million in Switzerland.
33
Markets and competition
In the Life & Savings segment, AXA operates primarily in Western Europe (including France, the United Kingdom,
Germany, Belgium and Southern Europe), the United States and Japan. In addition, AXA offers investments and
savings, and life and health products in other countries, such as Australia and New Zealand, but also in Asia (notably
Hong Kong, Singapore and China), in Europe (including the Netherlands, Luxembourg, Switzerland and Turkey) and in
the Middle East. The products in these markets are offered through various distribution channels, including exclusive
agents, salaried sales forces, brokers and independent financial advisers, and bank networks. See the “Distribution
channels” section below.
The nature and level of competition vary among the countries in which AXA operates for all the types of individual and
group Life & Savings products sold by AXA. Many other insurance companies offer similar products to those offered by
AXA, and, in some cases, also use similar marketing techniques. In addition, AXA may compete with banks, mutual
fund companies, investment advisers and other financial institutions for sales of savings-related investment products
and, to a lesser extent, life insurance products.
The principal competitive factors affecting the Life & Savings business include:
– size, strength and quality of the distribution channels, in particular the quality of advisors,
– range of product lines and product quality, feature functionality and innovation,
– price,
– quality of service,
– investment management performance,
– historical levels of bonuses with respect to participating contracts,
– crediting rates on fixed products,
– reputation, visibility and recognition of brand,
– quality of management,
– ratings for an insurer’s financial strength and claims-paying ability (at December 31, 2006, the main Life & Savings
entities of the AXA Group were rated AA by Fitch Ratings, AA by Standard & Poor’s and Aa3 by Moody’s, which
enable them to be among the companies with very strong ratings for financial strength), and
– changes in regulations that may affect the policy charge structure relating to commission and administrative charges.
In 2006, local insurance markets’ growth was impacted by a number of factors. The ageing population and the
continuing shift of financial responsibility from governments to individuals are worldwide factors that have increased the
demand in the retirement market for new products and the need for advisory related services. In addition, the global
economic growth fuelled the demand for wealth management services.
The integration of the European markets, the opening of emerging markets in Asia and Central and Eastern Europe,
and regulatory changes in certain countries toward more transparent tariffs and fees intensified the competition level,
reduced development prospects and hindered profitability.
As a result, AXA has developed and will continue to develop local answers in response to the needs of its customers
taking into account the current local business environment.
34
The table below presents the main Life & Savings insurance markets in which AXA operates ranked by worldwide gross
revenues in 2005, along with AXA’s estimated ranking (by market share).
Based on worldwide gross revenues in 2005 | |||||||||||||
Country Statistics(a) | AXA(b) | ||||||||||||
COUNTRIES | Ranking | % revenues | Ranking | % revenues | |||||||||
United States | 1 | 25% | 4(c) | 8% | |||||||||
Japan | 2 | 19% | 14 | 2% | |||||||||
United Kingdom | 3 | 12% | 8(d) | 5% | |||||||||
France | 4 | 8% | 3 | 9% | |||||||||
Germany | 6 | 5% | 8 | 4% | |||||||||
Belgium | 11 | 2% | 4 | 11% | |||||||||
Southern Europe | |||||||||||||
– Spain | 16 | 1% | 14 | 2% | |||||||||
– Italy | 5 | 5% | 13 | 1% | |||||||||
– Portugal | 24 | 1% | 8 | 2% |
(a) Source: Swiss Re, Sigma report 2006 “World insurance in 2005”.
(b) Source AXA, mainly based on national insurance association data for each specific country.
(c) Relates to the variable annuity products.
(d) Based on annualized new business premium equivalent (regular premiums plus one-tenth of new business single premiums).
For additional information on markets, see section “Insurance and Asset Management Markets” included in Item 5
“Operating and Financial Review and Prospects” of this Annual Report.
Customer relationship
In 2006, AXA Group had approximately 52 million customers worldwide. The breakdown of AXA customers was as
follows: for Life & Savings and Property & Casualty businesses approximately 33 million in Europe, 9 million in
Asia/Pacific, and 5 million in North America, and approximately 4 million customers for AXA’s Asset Management
companies.1
AXA targets both individual and commercial customers. Individual customers pertain to all the socio-economic
categories, and include families with or without children, employees and retirees. Commercial customers include mainly
small and medium-sized enterprises (SMEs).
InFrance,AXA organization is driven by clients: individual customers on the one hand (approximately 8 million
customers), and commercial clients on the other hand, (approximately 200,000 companies). AXA has developed a
segmented approach to customer relationship based on the category of clients, using specific scoring tools to retain
clients with high added value as well as to enhance cross-selling.
In theUnited States,AXA targets primarily affluent and emerging affluent individuals such as professionals and
business owners, as well as employees of public schools, universities, not-for-profit entities and certain other tax-
exempt organizations.
In theBelgianmarket, in 2006, approximately 50% of the households had at least one insurance or banking product with
AXA1.
(1) Source: AXA.
35
AXAJapan’s customer base has been built on strong relationships within the chambers of commerce (CCIs) market,
with exclusive partnerships with more than 70% of CCIs nationwide. Within CCIs, two distinct customers can be
identified, on the one hand, the companies that need efficient savings products and group insurance coverage for their
employees, and, on the other hand, the individuals looking for a broad range of personal insurance products.
Employees and retirees of large corporations are another significant customer segment with sales, predominantly
medical, coming through regular solicitations.
Targeting mass affluent customers and retirees
As a result of the market opportunities opened by regulatory changes, the ageing population, increasing risk aversion,
and economic expansion, AXA has decided to focus more specifically on certain segments of individual customers,
including mass affluent individuals and retirees. In addition, specific approaches to markets were pursued depending
on local and historical context wherever it was seen as opening opportunities.
In theUnited States,variable and interest-sensitive insurance is targeted at individuals in middle-to-upper income
levels for protection and estate planning purposes, business owners to assist in, among other things, business
continuation planning and funding for executive benefits, professional and trade associations.
In theUnited Kingdom,AXA’s individual clients are concentrated in higher socio-economic groups, typically investing
in short-term bonds or in the long-term pension policies. During 2006, AXA invested significantly to improve its offering
to individuals including launching an open architecture offering to widen investment choice (including “self investment”).
AXA also targets individuals who require financial protection against events such as illness or death, as well as older
clients from lower socio-economic groups with policies that cover funeral expenses upon death.
InGermany,within life and health, AXA has identified the medical sector as a strategic target with a profitable and
affluent customer group. Special tariffs and product features are designed according to the particularities of this target.
Moreover, a specialized tied agent organization with a separate label “Deutsche Ärzteversicherung” gives AXA a
preferred access to this customer group.
Products and services
AXA’s Life & Savings products include a broad range of investments and savings, and life and health products marketed
to individuals and commercial clients, the latter in the form of group contracts. The Life & Savings products offered by
AXA include term life, whole life, universal life, endowment, deferred annuities, immediate annuities, and other
investment-based products. The health products offered include critical illness and permanent health insurance
products. The types and specificities of the products offered by AXA vary from market to market.
Product types by nature of risk
Investment and savings products include:
– Deferred annuities, which may be purchased with either a single premium or regular premiums. A deferred annuity
has two distinct periods: an accumulation period and an annuity payment period. Typically, more flexibility is permitted
in premium payments for longer deferred periods. The premium can be invested in the general account of the
company, or in a choice of unit-linked funds. Also known as variable annuities in the United States, these products
often include optional guarantees (for a fee) such as guaranteed minimum income – or annuity – benefit (GMIB),
guaranteed minimum death benefit (GMDB) and guaranteed minimum withdrawal benefit (GMWB).
36
– Pure savings which provide investment return to policyholders, while AXA bears the investment risk.
– Universal savings, which is the same as universal life but has no significant death benefit component. See below for
a description of universal life products.
Life products include:
– Term assurance, which provides a death benefit for a limited period of time.
– Whole life products, which provide a death benefit over a person’s entire lifetime or to a certain age, such as age 95
or 100, as long as the required premiums are paid.
– Universal life products, which are all unbundled products that include a significant death benefit component. Funds
can be invested in unit-linked and / or general accounts.
– Endowment products, which pay a level death benefit for a limited period of time or to age 65. An endowment benefit
is paid at the end of that period if the insured is still alive.
– Disability products, which pay a benefit in case of disability. The benefit can be a lump sum, or a percentage of the
income paid over a specified period of time.
– Immediate annuity products, which are usually single premium products with no previous accumulation period, which
promise regular payments for a fixed period of time or over someone’s lifetime.
Health products offer reimbursement of medical expenses or provision of medical services.
Mutual funds offered by insurance companies are open-ended funds operated by an investment company, which raises
money from its shareholders and invests in a group of assets, in accordance with a stated set of objectives.
Participating contracts
Certain of AXA’s Life & Savings products are participating contracts, which enable the policyholders to participate in the
excess assets over liabilities (the surplus) of the insurance company issuing the contract through an interest or bonus
payment. AXA offers this type of participating contracts in most of its main Life & Savings operations. The policyholder
may participate in the investment return and/or in part of the operating profits earned by the issuing company. The
nature and extent of such participation vary from country to country.
Contracts with financial risk borne by the policyholders (unit-linked)
In general, for contracts with financial risk borne by the policyholders, the investment risk (and reward) is transferred to the policyholder while the issuing company earns fee income from managing the underlying assets. However, there may be certain types of unit-linked products that offer guarantees, such as guarantees of minimum living benefits or death benefits.
New products and commercial successes
To attract and retain clients, especially in the strategic segments identified, AXA has developed new solutions to meet
the needs of the targeted customer groups. In addition, new products have been designed to support AXA’s cross-
selling strategy and thus improve client retention and enhance value for the clients. Recently, a range of successful or
innovative products was launched in AXA’s main markets. Some of them are adaptations to the local context of
successful experience abroad such as “Twinstar” in Germany derived from the U.S. Accumulator product which is a
variable annuity product with enhanced guarantee features.
InFrance,AXA offers a full range of products for individual and commercial customers, and enhanced its product
offering in 2006 with the launch of new individual products, such as “Arpèges”, which is an universal life product with
37
a large range of funds, services and guarantees, and “Prêt-à-Protéger”, which is a protection product distributed
through the tied agents’ channel with a promising start. The universal life product “Odyssiel” and the life product
“Héliade”, launched through the salaried sales force, appear to be commercial successes. Commercial business is
mainly driven by group products with large companies, which are tailor-made contracts addressing each companies
main issues.
In theUnited States,AXA is among the country’s leading issuers of variable annuity and variable life insurance
products. Variable annuity and variable life insurance products offer customers the opportunity to invest some or all of
their account values in various separate account investment options. A significant portion of the variable annuities sold
by AXA offer one or more enhanced guarantee features in addition to the standard return of principal death benefit
guarantee. Such enhanced guarantee features may include an enhanced guaranteed minimum living benefits such as
GMIB and GMWB. GMIB is the predominant guaranteed minimum living benefit elected by AXA’s customers.
In theUnited Kingdom,“Investment Bonds” are savings products which provide packaged investment solutions
(including self investment) to individuals with a tax efficient Life & Savings insurance wrapper. Product innovation and
wide investment choice have made AXA a UK market leader in offshore Investment Bonds.
AXAJapanhas a long established and leading share of the profitable medical insurance market, through a wide range
of products such as Medical Term, Medical Whole Life and Medical Rider. Similarly, in life business, a wide range of term
products are purchased by AXA SME clients. Over the past few years AXA’s savings product range has expanded to
include a number of new and innovative variable annuities to support AXA’s expansion into the bancassurance market.
Some of these products have been developed in collaboration with other companies within the AXA Group (for
example, AXA Financial for the “Accumulator” variable annuity).
InGermany,AXA has improved its competitiveness with the launch of Twinstar, the first variable annuity product with living benefits in Germany. The product concept allows a clear differentiation from competition by offering guarantees that are tailored to the client needs. The product won an innovation award byCash Magazin1in 2006. The product is sold by the German branch of AXA Life Europe and has been positioned in the market successfully as a complement to the existing product offer. The Twinstar launch was an example of the successful transfer of local expertise around the AXA Group.
InSouthern Europe,AXA has launched easy-to-sell packaged products, such as “ticket life”, a simple life product with
only one question required to underwrite. AXAItalywas the first company to introduce a “double engine” investment
and savings product for both regular and single premiums, which allows the policyholder to switch between unit-linked
and general account investment.
InAustralia and New Zealand,AXA has leveraged the capabilities of the global group and local multi-manager
expertise to build a market offering that is differentiated by its breadth of investment styles and asset classes, and by
its quality. This capability has been recognized through high research house ratings and awards such as the Money
Management 2005 Fund Manager of the Year in Australia and the Fundsource Research 2006 Fund Manager of the
Year for New Zealand equities and for International Fixed Interest in New Zealand. In advice, AXA continues to be a
leader in the provision of lifestyle financial planning and quality financial advice2.
(1) Financial Advisor Award granted by Cash media Group in August/September 2006 issue.
(2) Source: AXA, in 2006.
38
InHong Kong,using the experience of AXA in Australia, AXA launched the first true multi-manager investment platform
in Hong Kong, Elite MPF, as part of AXA MPF retirement offer, in early 2005. In recognition of the market leading nature
of Elite MPF, AXA received the Asian Investor magazine “MPF Master Trust of the Year Award” for 2006. In July 2006,
AXA extended its multi-manager proposition to the retail unit trust offers, which allows individual customers to invest
their monies in the multi-manager platform in a more flexible manner.
The table below presents consolidated gross revenues (after inter-segment eliminations) and gross insurance liabilities
by major product for the periods and as of the dates indicated for AXA’s Life & Savings segment.
(in Euro million) | ||||||||||||||||
Gross revenues | Gross insurance | |||||||||||||||
Years ended December 31, | liabilities at December 31, | |||||||||||||||
2006 | 2005 | 2004 | 2006(a) | |||||||||||||
Individual | 26,319 | 54% | 22,783 | 52% | 20,368 | 50% | 206,980 | |||||||||
Group | 3,031 | 6% | 2,609 | 6% | 2,259 | 5% | 30,297 | |||||||||
Retirement/annuity/investment contracts | 29,349 | 60% | 25,392 | 58% | 22,627 | 55% | 237,278 | |||||||||
Life contracts(including endowment contracts) | 13,031 | 27% | 11,775 | 27% | 11,891 | 29% | 153,895 | |||||||||
Health contracts | 4,468 | 9% | 4,387 | 10% | 4,552 | 11% | 12,772 | |||||||||
Other | 1,938 | 4% | 1,942 | 4% | 2,033 | 5% | 14,014 | |||||||||
Sub-total | 48,786 | 100% | 43,496 | 100% | 41,103 | 100% | 417,959 | |||||||||
Fees and charges relating to investment contracts with no participating features | 608 | 509 | 417 | 57 243 | ||||||||||||
Fees, commissions and other revenues | 1,084 | 1,111 | 824 | |||||||||||||
Liabilities arising from policyholder’s participation | 24,734 | |||||||||||||||
Unearned revenues and unearned fees reserves | 2,080 | |||||||||||||||
Derivatives relating to insurance and investment contracts | (130) | |||||||||||||||
TOTAL Revenues and Liabilities | 50,479 | 45,116 | 42,344 | 501,886 | ||||||||||||
of which | ||||||||||||||||
Contracts with financial risk borne by policyholders (unit-linked) | 18,793 | 39% | 13,216 | 30% | 7,696 | 19% | 176,113 | |||||||||
UK “With-Profit” business | 941 | 2% | 953 | 2% | 1,034 | 3% | 30,681 |
(a) Winterthur represents€87,328 million of total gross insurance liabilities.
UK “With-Profit” business
A participating contract, specific to the United Kingdom and known as the “With-Profit” contract, was offered by AXA
Sun Life until 2002. Under “With-Profit” contracts, the policyholders are entitled to receive a share of the profits arising
from the invested policyholders’ premiums which includes regular bonuses and terminal bonuses. The regular bonuses
are designed to provide a return to the policyholder through a periodic increase in benefits and are credited to the
policyholder. Once credited, regular bonuses are guaranteed to be paid at maturity, death or as otherwise specified in
the policy. Terminal bonuses, which are not guaranteed in advance of payment are designed to provide policyholders
with their share of total investment performance and other experience of the fund (including expenses, mortality
experience and income taxes) over several periods. Terminal bonuses can represent a significa nt portion of the total
amount paid at maturity or upon surrender prior to maturity and are at the discretion of the Board of Directors.
39
Following policyholder and court approvals, in 2001 AXA Equity & Law underwent a financial reorganization whereby
the life insurance funds were transferred to AXA Sun Life and fundamentally restructured. A portion of the assets that
accumulated over the years (which we refer to in this Annual Report as the “inherited estate”) were attributed to AXA
as the shareholder, less a portion allocated to the “With-Profit” policyholders in the form of a reorganization bonus.
Distribution channels
AXA distributes its products through exclusive and non-exclusive channels that vary from country to country.
Exclusive channels include exclusive agents, salaried sales forces and direct sales including mail, telephone and
internet. Non-exclusive channels include brokers, independent financial advisors, aligned or wholesale distributors
and partnerships including financial institutions, especially banks, and non-financial institutions such as car
dealers.
Exclusive agents are individuals or firms commissioned by a single insurance company to exclusively sell its products
on its behalf. Tied agents are a typical example of exclusive agents.
Salaried sales forces are salespeople employed by a single insurance company (or an affiliated company) to exclusively
sell the company’s products.
Direct marketing relates to all sales made through mail, telephone, and internet.
Brokers are independent firms who negotiate with insurance companies on behalf of customers. As opposed to
exclusive agents they can work with different insurance companies.
Independent financial advisors are individuals or firms who provide financial advice to customers and negotiate related
policies with insurance companies on behalf of customers.
Aligned distributors are independent individuals or firms who have chosen AXA to provide them with a full range of
dealership services. They negotiate, on behalf of customers, policies of various insurance companies among a range
of products selected by AXA.
Partnerships are sales agreements between an insurance company and another company from the financial services
industry, especially banks, or from another industry such as car dealers. The insurance company and its partners might
be involved in a joint-venture.
The distribution network is the starting point of the relationship with customers. Ease of access and initial contact with
AXA employees often determine the customer’s view of the company. AXA’s distribution strategy focuses on
strengthening traditional channels and developing new ones, such as the internet, direct selling and partnerships. Staff
hiring, retention of veteran staff, professionalism and commercial performance are the main initiatives to strengthen
distribution channels. To face more volatile and more demanding customers, AXA considers that the diversification of
distribution channels improves the opportunities to create contact with the AXA customer base.
40
AXA also takes into account the characteristics of each local market. For instance, theBelgianmarket is dominated
by bank-insurers. As a result, AXA has developed a multi-channel distribution strategy relying mainly on three
distribution channels: its own network of bank agents acting as brokers, brokerages and its small exclusive insurance
agent’s network. AXA also diversifies its distribution through partnerships.
InFrance,the salaried sales force is the main contributor to the individual business, whereas brokers are mainly
distributing group products. In 2006, to attract professionals and mass affluent customers, AXA reinforced its dedicated
life specialist tied agents sales force. This channel continued to grow at a fast pace in 2006 and contributed to
approximately 10% of individual savings premiums. AXA increased agent support with dedicated customer service
platform. AXA continues to reinforce its links with independent financial advisors whose development outperforms the
market. This channel contributed to 10% of individual savings premiums.
In theUnited States,AXA distributes products directly to the public through financial professionals associated with
AXA Advisors and AXA Network. These financial professionals also have access to and can offer a broad array of
products and services from unaffiliated insurers and other financial service providers. AXA also distributes its annuity
and life insurance on a wholesale basis through AXA Distributors to third-party national and regional securities firms,
independent financial planning and other broker-dealers and banks. In the past few years, AXA has focused on the
expansion of the planner channel, a fast growing independent financial advisor distribution channel. AXA continues to
implement a comprehensive approach toward this channel through increasing staff, continued product innovation,
enhancing services and increased frequency and quality of the contact.
In theUnited Kingdom,AXA relies mainly on the independent financial advisor distribution channel, where it holds a
6.9% market share1in 2006. In 2006, AXA invested heavily in relationship management, including the launch of
innovative advisor tools enabling the advisor to model asset risks and returns. It assists the independent financial
advisor in delivering strategic asset allocation advice to customers. During 2006, AXA also announced the acquisition
of Thinc Destini, an independent financial advisor network, which AXA expects will strengthen AXA’s distribution
presence in the United Kingdom, build its advisory capabilities and allow it to take a stake in another part of the
insurance value-chain. AXA also has a small tied advisor network in the United Kingdom selling AXA products and a
distribution agreement with a major United Kingdom mortgage provider.
InJapan,AXA has a well-established, balanced and diversified distribution model. AXA Advisors, a salaried sales force
channel and the largest distribution channel of AXA in Japan, has strong relationships within the small and medium-
sized enterprises and Chambers of Commerce (CCI) market focusing on medical and savings products. To reinforce
growth, AXA Advisors have launched a number of initiatives aimed at increasing new recruits, improving retention and
boosting productivity. AXA also targets the rapidly expanding bancassurance market via a range of innovative variable
annuity products. Whilst a relatively new area of focus, customers looking to purchase insurance from mega and smaller
independent financial advisors are catered for via the AXA Agent and AXA Corporate channels.
InGermany,AXA sells its products through a variety of distribution channels: tied agents, brokers, banking and
insurance partnerships and salaried sales force. To reach one of its strategic target groups, the medical sector, AXA
had, as of 2006, 330 specialized tied agents offering life and non-life products for the medical sector. In recent years,
AXA has broadened its distribution base with increasing sales through brokers, banks and corporation partners in
(1) Source: ABI (Association of British Insurers).
41
addition to tied agents. A new important partnership with the SEB-Bank started to operate in January 2007. In an effort
to attract and retain distributors, AXA also optimized the application process by direct routing, case-ownership and
direct feedback to the brokers and agents. With respect to health products, this allows AXA to guarantee same-day
processing for all applications coming in before noon1.
InSouthern Europe,exclusive networks are developing strongly, owing to organic growth initiatives (mass trainings of
agents, advertisement of investments on direct channel), as well as external growth (recruitment of new agencies). As
far as non-exclusive networks are concerned, the strategy is focused on the development of distribution partnerships
with banks.
InAustralia,AXA has developed a diversified distribution capability, including owned advice practices (ipac, Tynan
Mackenzie and Monitor Money), aligned advisers (AXA Financial Planning and Charter Financial Planning) and
independent financial advisers. Similarly, AXA’s distribution capability inNew Zealandincludes owned advice practices
(Spicers), aligned advisers, brokers, banks and partnerships. The owned advice practices are the largest of their type
in each country, while the aligned networks are ranked #52in Australia and #23in New Zealand, in terms of number of
advisers. AXA has developed a number of “industry first” programmes to recruit new advisers, establish new advice
practices, support the growth of existing adviser practices and increase adviser productivity. AXA is also actively
acquiring practices and transitioning them to the ipac model.
In July 2006, AXAHong Konglaunched a pilot of the new “Network” distribution channel. “Network” is a semi aligned
channel targeting middle tier advisers. It represents a first step for AXA Hong Kong toward introducing a dealership
practice model alongside its existing agency force. AXA Advisers, a leading non-bank salaried channel in Hong Kong,
continued to be one of the highest productivity salaried channels in Hong Kong. AXA is now building AXA Financial
Planning, a salaried financial planning team targeting the wealth management needs of local small and medium-sized
enterprises.
The split by distribution channels used by AXA’s principal Life & Savings operations, based on consolidated gross
revenues for the years ended December 31, 2006 and 2005, is presented below:
IN 2006
Agents, salaried salesforce, direct sales, and marketing | Intermediaries / independent advisers / brokers | Other networks, including corporate partnerships and bank networks | |||||
France | 51% | 42% | 7% | ||||
United States | 56% | 18% | 26% | ||||
Japan(a) | 54% | – | 46% | ||||
United Kingdom(b) | 21% | 75% | 4% | ||||
Germany | 50% | 37% | 13% | ||||
Belgium | – | 99% | 1% | ||||
Southern Europe | 75% | 12% | 13% |
(b) Gross written premiums under IFRS overweight the share of agents, salaried salesforce and direct sales and marketing in the United Kingdom.
(1) Source AXA, in 2006.
(2) Money Management Top 100 dealer Groups Survey, June 2006.
(3) Source AXA, estimation at December 2006.
42
BASED ON GROSS WRITTEN PREMIUMS
IN 2005
Agents, salaried salesforce, direct sales, and marketing | Intermediaries / independent advisers / brokers | Other networks, including corporate partnerships and bank networks | |||||
France | 57% | 35% | 9% | ||||
United States(c) | 59% | 30% | 11% | ||||
Japan(a) | 64% | – | 36% | ||||
United Kingdom(b) | 28% | 64% | 8% | ||||
Germany | 48% | 39% | 13% | ||||
Belgium | 3% | 90% | 7% | ||||
Southern Europe | 67% | 13% | 19% |
(a) Based on APE.
(b) Gross written premiums under IFRS overweight the share of agents, salaried salesforce and direct sales and marketing in the United Kingdom.
(c) In 2006, there was a realignment of wholesale distribution channels in the U.S., resulting in an inconsistent classification between 2005 and 2006. If 2005
had been restated, the “intermediaries” share would have been 14% and the “other networks” 27%.
Surrenders and lapses
For most Life & Savings products, fees and revenues are accrued over time, while costs to the issuing company in the
first year are higher than costs in subsequent years due to first year commissions and the costs of underwriting and
issuing a contract. Consequently, the rate of policies remaining in-force and not lapsing, also known as the “persistency
rate”, plays an important role in profitability. The majority of individual Life & Savings products issued by AXA may be
surrendered for a cash surrender value. Most of the individual Life & Savings products issued by AXA have front-end
charges to the policyholder (or subscription fees), which are assessed at the inception date of the contract and/or
surrender charges (charges assessed in the case of early surrender). Both front-end charges and surrender charges
are intended to offset a portion of the acquisition costs.
Total surrenders and lapses for 2006, and the ratio of surrenders and lapses to gross surrenderable insurance reserves
at the beginning of the periods indicated are presented below:
Years ended December 31, | |||||||||||||
2006 | 2006 | 2005 | 2004 | ||||||||||
Total surrenders& lapses (in Euro million) | Surrender & lapse ratio | ||||||||||||
% | % | % | |||||||||||
France | 6,074 | 6.9% | 6.6% | 6.8% | |||||||||
United States(a) | |||||||||||||
– Individual life | 1,268 | 4.2% | 4.2% | 4.9% | |||||||||
– Individual retirement | 6,211 | 9.2% | 8.6% | 8.2% | |||||||||
Japan(b) | 1,912 | 7.4% | 8.0% | 10.9% | |||||||||
United Kingdom | 7,507 | 12.0% | 8.9% | 8.4% | |||||||||
Germany (excluding Health) | 416 | 2.2% | 2.2% | 2.7% | |||||||||
Belgium | 486 | 4.0% | 4.2% | 3.5% | |||||||||
Southern Europe | 593 | 8.4% | 6.7% | 5.3% | |||||||||
– Spain | 215 | 6.7% | 6.1% | 5.1% | |||||||||
– Italy | 327 | 12.1% | 8.3% | 6.6% | |||||||||
– Portugal | 51 | 5.2% | 4.5% | 4.2% |
linked) (€347 million in 2006).
(b) Including conversions in Japan.
43
Changes induced by theFourgouslaw inFrancehave led to a marginal increase in the surrender and lapse rate as it
gave the opportunity to policyholders to switch their Life & Savings contracts backed by the general account to a unit-
linked contract while retaining the fiscal benefits of their previous contracts.
In theUnited Kingdom,the simplification of pension legislation (A day) in 2006 encouraged policyholders to take the
opportunity to review their product holdings. This led to an increase in surrender rates in pension products, resulting in
an increase in the total surrender and lapse rate from 8.9% in 2005 to 12.0% in 2006.
InJapan,the main drivers for the improvement in lapses and surrenders are lower conversions and lower group
pension transfers. This impact is almost offset by higher surrenders mainly driven by the maturation of the inforce
portfolio of contracts.
InSouthern Europe,the unfavorable experience in surrender rate was mainly due to the market interest rate increase
in 2006.
Property & Casualty segment
AXA’s Property & Casualty segment offers a broad range of products including motor, household property and general
liability insurance for both personal and commercial customers, targeting mainly small to medium sized companies, and
in certain countries health products1. The Property & Casualty segment accounted for€19.8 billion, or 25% of AXA’s
consolidated gross revenues for the year ended December 31, 2006 (2005:€18.9 billion or 26% respectively).
The table below summarizes AXA’s Property & Casualty consolidated gross revenues (after inter-segment eliminations)
and gross insurance liabilities by geographic region for the periods and as at the indicated dates.
(in Euro million, except percentages) | |||||||||||||||||||||
Gross revenues Years ended December 31, | Gross insurance | ||||||||||||||||||||
2006 | 2005 | 2004 | liabilities at December 31,2006(a) | ||||||||||||||||||
France | 5,187 | 26% | 5,070 | 27% | 4,895 | 27% | 10,816 | ||||||||||||||
Germany | 2,745 | 14% | 2,785 | 15% | 2,796 | 16% | 6,025 | ||||||||||||||
United Kingdom (& Ireland) | 4,721 | 24% | 4,393 | 23% | 4,469 | 25% | 7,177 | ||||||||||||||
Belgium | 1,511 | 8% | 1,451 | 8% | 1,430 | 8% | 6,761 | ||||||||||||||
Southern Europe | 3,152 | 16% | 3,012 | 16% | 2,901 | 16% | 6,619 | ||||||||||||||
Other countries | 2,477 | 13% | 2,163 | 11% | 1,361 | 8% | 8,887 | ||||||||||||||
TOTAL | 19,793 | 100% | 18,874 | 100% | 17,852 | 100% | 46,286 | ||||||||||||||
of which: | |||||||||||||||||||||
Gross written premiums | 19,741 | 18,831 | 17,810 | ||||||||||||||||||
Other revenues | 52 | 43 | 42 |
(1) For historical reasons, some countries classified health insurance in the Property & Casualty segment, while other countries classified it in the
Life & Savings segment. AXA chose to comply with local classification.
44
Market and competition
In the Property & Casualty segment, AXA operates mainly in the main Western European markets, including France,
Germany, the United Kingdom, Belgium and Southern Europe (Italy, Spain and Portugal). AXA offers personal and
commercial Property & Casualty insurance products in other countries in Europe (including the Netherlands,
Luxembourg, Switzerland and Turkey), as well as in Canada, Asia (notably Japan, Singapore and Hong Kong), the
Middle East, and Morocco.
The nature and level of competition vary among the countries in which AXA operates. AXA competes in each of its
Property & Casualty products and geographic markets with other insurers. In Western European countries, a large
proportion of customers hold one or more Property & Casualty products. Overall, the Property & Casualty insurance
industry tends to be cyclical with surplus underwriting capacity leading to lower premium rates. Throughout 2006, the
market cycle softened, which means that competition tends to increase pressure on insurance price. Many customers
became very price-oriented when looking for a new insurer.
The principal competitive factors are as follows:
– Price,
– Quality of service,
– Distribution network,
– Brand recognition,
– Ratings for financial strength and claims-paying ability (at December 31, 2006, the main Property & Casualty entities
of the AXA Group were rated AA by Fitch Ratings, AA by Standard & Poor’s and Aa3 by Moody’s, which enable them
to be among the companies with very strong ratings for financial strength), and
– Changes in regulations, which may affect premium rates charged or claims settlement costs paid.
For additional information on markets, see section “Insurance and Asset Management Markets” included in “Item 5 –
Operating and Financial Review and Prospects” of this Annual Report.
The table below presents the Property & Casualty markets in which AXA operates ranked by worldwide gross revenues
in 2005, along with AXA’s ranking (by market share).
Based on worldwide gross revenues in 2005 | |||||||||||||
Country Statistics(a) | AXA(b) | ||||||||||||
COUNTRY | Ranking | % gross revenues | Ranking | Market share | |||||||||
Germany | 2 | 7% | 8 | 5% | |||||||||
United Kingdom(c) | 3 | 7% | 5 | 6% | |||||||||
France | 5 | 5% | 1 | 16% | |||||||||
Belgium | 14 | 1% | 1 | 16% | |||||||||
Southern Europe | |||||||||||||
– Spain | 8 | 2% | 3 | 5% | |||||||||
– Italy | 6 | 3% | 9 | 3% | |||||||||
– Portugal(d) | 26 | – | 3 | 9% |
(a) Source: Swiss Re, Sigma report 2006 “World insurance in 2005”.
(b) Source: AXA, mainly based on national insurance association data for each specific country.
(c) United Kingdom, including Health, but excluding Ireland.
(d) Portugal, including Health.
45
For more details on market description, refer to “Item 5 – Operating and Financial Review and Prospects”, section
“Insurance and Asset Management Markets”.
Customer relationship
For a description of the customer base in the Property & Casualty segment, please refer to the “Customer relationship”
section in the Life & Savings segment.
In the Property & Casualty segment, AXA believes that development of value should take three directions: development
of individual offers that build on objective socio-demographic characteristics and recorded behavior, cross-selling to
enhance customer loyalty and added value, and growth in the SME market.
InFrance,AXA developed a segmented approach based on the category of clients, using specific scoring tools to
retain clients with high added value as well as to enhance cross-selling.
In theUnited Kingdom,AXA aims at becoming leader in the market of insurance services to the SME market. AXA is
in the second year of an initiative to provide services that consistently meet customer expectations. In the United
Kingdom, AXA was awarded “Best Personal and Medical Insurance Provider 2006” in the Your Money Direct Awards.
InGermany, AXA concentrates on special initiatives for customers with low risk profiles and offers a number of targeted
group products. In 2006, AXA introduced rebates for motor customers which have no records of traffic infringements.
Besides an innovative product offer, AXA benefits from a good service quality in terms of claims handling as well as
widespread local organization with competent contact persons for sales partners leading to strong customer
satisfaction1.
InSouthern Europe,in 2006, notably inItaly,AXA focused on improving the quality of the service delivery through an
acceleration of the claims settlement process. InItaly,the last edition of “Customer Scope” survey highlighted a
progression of overall satisfaction of 7 points in 2006 compared to 2005.
Products and services
AXA’s Property & Casualty insurance operations offer a broad range of products including motor, household, property
and general liability insurance for both personal and commercial customers, targeting mainly small to medium sized
companies, and, in certain countries, health products. In addition, AXA offers engineering services to support
prevention policies in companies.
(1) Source: AXA.
46
The table below sets forth consolidated gross revenues and gross insurance liabilities by major product for the periods
and as at the dates indicated.
(in Euro million, except percentages) | |||||||||||||||||||
Gross revenues | Gross insurance | ||||||||||||||||||
Years ended December 31, | liabilities at December31, | ||||||||||||||||||
2006 | 2005 | 2004 | 2006(a) | ||||||||||||||||
Personal lines | |||||||||||||||||||
Motor | 6,595 | 33% | 6,213 | 33% | 5,891 | 33% | 14,835 | ||||||||||||
Homeowners/household | 3,042 | 15% | 2,815 | 15% | 2,626 | 15% | 3,059 | ||||||||||||
Other | 2,516 | 13% | 2,536 | 13% | 2,359 | 13% | 5,762 | ||||||||||||
Commercial lines | |||||||||||||||||||
Motor | 1,427 | 7% | 1,368 | 7% | 1,244 | 7% | 2,679 | ||||||||||||
Property damage | 2,244 | 11% | 2,096 | 11% | 2,031 | 11% | 2,748 | ||||||||||||
Liability | 1,404 | 7% | 1,359 | 7% | 1,320 | 7% | 7,136 | ||||||||||||
Other | 2,237 | 11% | 2,107 | 11% | 2,008 | 11% | 9,011 | ||||||||||||
Other | 275 | 1% | 336 | 2% | 331 | 2% | 872 | ||||||||||||
TOTAL | 19,741 | 100% | 18,831 | 100% | 17,810 | 100% | 46,102 | ||||||||||||
Liabilities arising from policyholder’s participation | 184 | ||||||||||||||||||
TOTAL | 46,286 |
(a) Winterthur represents€9,525 million of total gross insurance liabilities.
To attract and retain clients, new products are designed to add value for the clients and support cross-selling, thus
improving client retention. Recently, a range of successful or innovative products were launched in AXA’s main markets.
InFrance,in personal lines, mainly motor and household, products are more segmented in order to better fit all client needs, and focus on the development of customer loyalty. Several products were launched in 2006, such as a dedicated package to owners of more than 8 year-old cars and household insurance products for renters. In commercial lines, development is focused on the liability and construction business, as well as some niche products, relying on the expertise of teams and quality of processes. Priority is also put on services enabling AXA to strengthen client loyalty such as prevention initiatives in motor and liability, through, for instance,AXA Prévention,a non-profit organization, which encourages more responsible driving manners and other concrete actions to contribute to lowering the car accident frequency. AXA France pursued the development of service offerings to small and medium-sized enterprises such as cr isis management, and developed service commitments such as claims payments in less than 72 hours.
InGermany,AXA launched, in retail motor, a dual product offer in 2002 focusing on both price sensitive and service-
oriented customers, which has allowed AXA to grow steadily since then. Targeting SME customers, AXA introduced, in
2006, a flexible product, Profischutz, a combined property and liability product that adapts to the needs of the client
company by choosing the appropriate components. AXA has also launched a new combined accident and care annuity
product solutions, a unique market mix.
InBelgium,in commercial lines, new assistance covers are progressively integrated into all products. For medium
businesses, packaged products have been customized for specific professions, for instance the Talisman package for
car repair shops.
47
InSouthern Europe,AXA believes that it should distinguish itself in the market by developing innovative services and
products such as: inSpain,access to best European surgeons for a car accident victim and launch of a new motorbike
product combined with an affinity club membership, based on the Club 14 offer in France. In motor, a “pay as you drive”
offer, which is based on GPS technology, has been developed inItaly.AXA spurs cross-selling initiatives such as in
Spain,aiming at taking advantage of its strong motor portfolio by increasing the proportion of clients with
comprehensive motor coverage, at an improved tariff and with lower commissions. InPortugal,insurance prices are
frozen during 3 years for clients without claims, aiming at improving client retention.
Distribution channels
AXA distributes its Property & Casualty insurance products through a number of channels that vary from country to
country, including exclusive agents, brokers, salaried sales forces, direct marketing (mail, telephone or internet sales)
and banks and other partnerships including car dealers. In Europe, the same distribution channels are used by both
AXA’s Life & Savings operations and Property & Casualty operations. For a description of the distribution channels,
please refer to the “Distribution channels” section in the Life & Savings segment.
Development of distribution channels is key to reach targeted customers and overall for the profitability of the activity.
InFrance,developing the exclusive agents’ networks is a key element of AXA’s Property & Casualty distribution
strategy driven by a focus on segmentation and increased professionalism of selected agents to develop the
commercial business. Internet is also taking a growing part as AXA takes advantage of the Avanssur experience, a
direct distribution channel by phone.
In theUnited Kingdom,intermediaries remained a key distribution channel in 2006, and, during the year, AXA acquired
a specialist Personal and Medical Insurance intermediary, and agreed to an innovative distribution partnership with a
leading UK retailer for distribution of healthcare products. As consolidation continued in the intermediary market in
2006, AXA focused on growing direct and affinity channels.
In theGermanmarket, tied agents are the dominant sales channel for Property & Casualty products. Brokers are
gaining more importance, especially in the commercial segment. For AXA Germany, in the last three years, brokers
signed a growing share of the business in the retail market. In addition, direct business, especially via the internet, is
growing fast and has become a relevant sales channel in motor. AXA’s direct sales channel is responsible for more than
10% of the motor premiums in 2006.
InSouthern Europe,exclusive networks are strongly developing, owing to organic growth initiatives including mass
training of agents and advertisement for the direct channel, as well as external growth such as acquisition of new
agencies.
48
The split by distribution channel used by AXA’s Property & Casualty operations, based on gross revenues for the year
ended December 31, 2006 and 2005, is presented below.
General agents and salaried salesforce | Intermediaries, independent advisers & brokers | Direct sales and marketing | Other networks, including corporate partnerships and bank networks | ||||||
France | 69% | 26% | 4% | 1% | |||||
Germany | 47% | 45% | 4% | 5% | |||||
United Kingdom (& Ireland) | 3% | 63% | 21% | 13% | |||||
Belgium | – | 98% | – | 2% | |||||
Southern Europe | 66% | 24% | 6% | 4% |
BASED ON GROSS REVENUES IN 2005
General agents and salaried salesforce | Intermediaries, independent advisers & brokers | Direct sales and marketing | Other networks, including corporate partnerships and bank networks | ||||||
France | 70% | 25% | 4% | 1% | |||||
Germany | 45% | 43% | 4% | 8% | |||||
United Kingdom (& Ireland) | – | 60% | 26% | 14% | |||||
Belgium | – | 88% | 6% | 6% | |||||
Southern Europe | 65% | 25% | 5% | 4% |
Ceded Reinsurance
AXA’s Property & Casualty insurance operations use various types of reinsurance, primarily to limit their maximum
exposure to catastrophic events, environmental pollution risks and certain other types of risks. A growing portion of
AXA’s Property & Casualty insurance exposures are ceded internally to AXA Cessions, which organizes external
reinsurance programs. Total gross premiums ceded by AXA’s Property & Casualty operations to third party reinsurers
in 2006 was€1,004 million (2005:€935 million).
International Insurance segment
Operations in this segment are principally focused on reinsurance, large risks, and assistance. The offered insurance
products, which specifically relate to AXA Corporate Solutions Assurance, include coverage to large national and
international corporations mainly relating to property damage, third-party liability, marine, aviation and transport,
construction risk, financial risk, and director and officer liability. In addition, AXA Liabilities Managers is the specialized
unit in charge of managing the AXA Group’s Property & Casualty run-off portfolios including risks underwritten by AXA
RE for all periods prior to and including 2005. Reinsurance operations (AXA RE) principally focus on property damage,
third party liability, marine and aviation property, and third-party liability reinsurance. The reserves corresponding to the
ceded business are fully reinsured by Paris Re, with AXA Re however keeping the risk of an y deviation (positive or
negative) as compared to the reserves constituted as at January 1, 2006 in respect of occurrence years 2005 and prior.
The businesses of the International Insurance segment at the end of 2006 are described below. The International
Insurance segment accounted for€3.7 billion, or 5% of AXA’s consolidated gross revenues for the year ended
December 31, 2006 (2005:€3.8 billion or 5%, respectively).
49
AXA Corporate Solutions Assuranceis the AXA Group subsidiary dedicated to large Property & Casualty risk
insurance for large European companies, and to aviation and marine insurance companies worldwide.
AXA Cessionsis an intra-group reinsurance company. Most of the companies within the AXA Group cede internally
some of their major claims and catastrophic exposure to AXA Cessions which analyzes, structures and places
reinsurance programs for such risks with third-party reinsurers. It also provides advice in risk management and
purchase of reinsurance coverage to AXA Group subsidiaries.
AXA Assistanceprovides assistance services including medical aid for travellers, automobile-related road assistance,
home assistance and health-related services mainly to banking and insurance companies, tour operators,
telecommunication operators, gas, water and electricity utilities and automobile manufacturers. AXA Assistance has
also developed its expertise in the market of home services and, in France, distributes “Chèque Emploi Service
Universel” (CESU) to businesses, local authorities and unions.
AXA Liabilities Managersis the specialized unit in charge of managing the AXA Group’s Property & Casualty run-off
portfolios. This entity manages the internal run-off portfolios of AXA UK, AXA Germany and AXA Belgium, as well as a
number of stand-alone run-off companies of the “Other International Activities” segment. In connection with the
disposal of AXA’s reinsurance activities, AXA Liabilities Managers also started managing the run-off of AXA RE at the
end of 2006.
The table below summarizes AXA’s consolidated gross revenues and gross insurance liabilities (gross of reinsurance)
for the International Insurance segment for the periods and as at the dates indicated.
(in Euro million, except percentages) | ||||||||||||||||
Gross revenues | Gross insurance | |||||||||||||||
Years ended December 31, | liabilities at December 31, | |||||||||||||||
2006 | 2005 | 2004 | 2006(b) | |||||||||||||
AXA RE(a) | – | – | 1,451 | 38% | 1 056 | 31% | – | |||||||||
AXA Corporate Solutions Assurance | 1,689 | 45% | 1,605 | 42% | 1,506 | 45% | 4,870 | |||||||||
AXA Cessions | 56 | 2% | 60 | 2% | 94 | 3% | 200 | |||||||||
AXA Assistance | 621 | 17% | 549 | 14% | 467 | 14% | 280 | |||||||||
Other international activities(a) | 1,351 | 36% | 147 | 4% | 240 | 7% | 6,922 | |||||||||
Of which | ||||||||||||||||
AXA RE | 1,217 | 33% | – | – | – | – | 3,534 | |||||||||
AXA Liabilities Managers | 36 | 1% | 36 | 1% | 124 | 4% | 3,207 | |||||||||
AXA Ré Life | 98 | 3% | 111 | 3% | 117 | 3% | 180 | |||||||||
TOTA L | 3,716 | 100% | 3,813 | 100% | 3,363 | 100% | 12,271 | |||||||||
Of which | ||||||||||||||||
Gross written premiums | 3,572 | 3,668 | 3,240 | – | ||||||||||||
Other revenues | 144 | 145 | 123 | – |
(a) Transfer (in 2006 only) of reinsurance activities formerly led by AXA RE to AXA Liabilities Managers (recorded in “Other international activities”), following the sale of AXA RE to Stone Point Capital.
(b) Winterthur represents€1,163 million of total gross insurance liabilities.
50
Market and competition
AXA Corporate Solutions Assurance.After several years of rate increases and restructuring of large corporate
insurance programs, underwriting conditions in the large risk insurance market softened in 2005 and 2006. In 2006,
this trend was also assisted by lack of a major natural disaster. In Property & Casualty insurance, AXA Corporate
Solutions Assurance revenues grew significantly in 2006, pursuing its development in the property insurance business
by targeting risk managed accounts in selected trade sectors. Growth in revenues was also due to the development of
construction business. In the marine and aviation markets, despite pressure on price, growth outlook remained positive
in 2006 considering the ongoing increase in air traffic worldwide and the booming shipping industry. AXA believes that
AXA Corporate Solutions Assurance ranks among the top 5 large European insurance companies.
AXA Assistancehas enjoyed a steady profitable growth since 2003 and has outperformed its traditional competitors.
However, newbusiness-to-consumerplayers specialized in specific markets with different competitive advantages were
gaining ground on traditional assisters. As a consequence, AXA Assistance chose to diversify in home services, a fast
growing market due to a variety of factors including an ageing population, a higher standard of living, an increasing
proportion of working women and tax incentives.
Products and services
AXA Corporate Solutions Assuranceprovides global insurance programs to large international corporations that
require coverage for all their locations. AXA Corporate Solutions Assurance underwrites large insurance risks for large
national and international corporations. AXA Corporate Solutions Assurance products cover property damage, liability,
construction risks, motor fleet, marine and aviation. AXA also offers loss-prevention and risk management services. In
2006, AXA Corporate Solutions Assurance focused on developing its worldwide loss control engineering resources to
better meet client needs for risk management. To respond to client expectations outlined in a survey conducted in
2006, AXA Corporate Solutions Assurance has launched a specific program called “Commitment to clients” to improve
quality of service with an objective of operational excellence.
AXA Assistanceapplies its know-how to both emergency and daily services and health management through a new
range of health products and health claims management. AXA Assistance has developed its expertise in managing
crisis situations, whether they are of a political nature, health-related or linked to natural disasters. In July 2006, AXA
Assistance repatriated 1,103 people from Lebanon to Paris in less than 24 hours.
51
The table below presents the International Insurance segment’s gross revenues and gross insurance liabilities by major
product lines for the periods and as at the dates indicated:
(in Euro million, except percentages) | ||||||||||||||||
Gross revenues | Gross insurance | |||||||||||||||
Years ended December 31, | liabilities at December 31, | |||||||||||||||
2006 | 2005 | 2004 | 2006(a) | |||||||||||||
Property | 1,132 | 32% | 1,273 | 35% | 1,302 | 40% | 2,288 | |||||||||
Automobile, Marine, Aviation | 977 | 27% | 1,010 | 28% | 848 | 26% | 3,294 | |||||||||
Casualty / Civil Liability | 493 | 14% | 488 | 13% | 581 | 18% | 3,935 | |||||||||
Other | 969 | 27% | 897 | 24% | 509 | 16% | 2,786 | |||||||||
TOTAL | 3,572 | 100% | 3,668 | 100% | 3,240 | 100% | 12,304 | |||||||||
Derivatives relating to insurance and investment contracts | (33) | |||||||||||||||
TOTAL | 12,271 |
(a) Winterthur represents€1,163 million of total gross insurance liabilities.
Distribution channels
AXA Corporate Solutions Assurancemainly distributes its products through international brokers, but also domestic
brokers. Marine and aviation business is distributed through specialized brokers.
AXA Assistancemainly operates as abusiness to businesscompany although it also uses direct sales and marketing
to sell its products. In countries in which AXA offers Property & Casualty insurance products, such as France, Spain,
the United Kingdom and Germany, AXA distribution networks offer assistance services in their insurance products. AXA
Assistance aims at integrating service providers and developing capacities of distribution to final customers.
Ceded reinsurance and retrocession
AXA Corporate Solutions Assurancereviews annually its exposure to ensure that the risks underwritten are
diversified geographically and by line of business in order to avoid concentration risk. In 2006, AXA Corporate Solutions
Assurance ceded€738 million premiums (2005:€653 million) to third-party reinsurers.
Also, in 2006, approximately€664 million were placed externally byAXA Cessionson behalf of AXA’s insurance
subsidiaries (2005:€717 million).
Asset Management segment
Asset Management is important to AXA, from both a strategic and profitability perspective. The development of Asset
Management activities is a key part of AXA’s financial services strategy, which seeks to capitalize on existing strengths
and expand its client base. This strategy is based on the belief that its asset management expertise will enable AXA to
benefit in the future from the expected growth in savings-related products in the markets in which it operates. The Asset
52
Management segment accounted for€4.4 billion of AXA’s consolidated gross revenues for the year ended December 31,
2006 (2005:€3.4 billion).
AXA’s Asset Management companies are AllianceBernstein and AXA Investment Managers. The Asset Management
companies manage assets on behalf of retail investors, private clients and institutional clients as well as on behalf of
companies affiliated with AXA.
AXA has Asset Management specialists’ teams in each of its major markets: Western Europe, the United States and
the Asia / Pacific region.
The table below sets forth the total assets managed by AllianceBernstein and AXA Investment Managers, including
assets managed on behalf of third-parties, and the fees earned by these companies on these assets for the indicated
dates and periods.
(in Euro million) | |||||||||
2006 | 2005 | 2004 | |||||||
Assets under management by AXA at December 31,(a) | |||||||||
Managed on behalf of third parties(b) | 687,965 | 574,868 | 445,318 | ||||||
Assets backing contracts with financial risk borne by policyholders | 79,419 | 76,714 | 66,138 | ||||||
Other invested assets | 261,372 | 271,111 | 229,331 | ||||||
TOTAL | 1,028,756 | 922,692 | 740,788 | ||||||
Of which | |||||||||
AllianceBernstein | 544,123 | 490,612 | 395,453 | ||||||
AXA Investment Managers | 484,633 | 432,080 | 345,335 | ||||||
Commissions and fees earned for the years ended December 31, | |||||||||
AllianceBernstein | 3,102 | 2,587 | 2,434 | ||||||
AXA Investment Managers | 1,679 | 1,195 | 944 | ||||||
SUB-TOTAL | 4,781 | 3,783 | 3,378 | ||||||
Intercompany eliminations | (375) | (343) | (293) | ||||||
CONTRIBUTION TO AXA’S CONSOLIDATED GROSS REVENUES | 4,406 | 3,440 | 3,084 |
(a) Based on estimated fair value at the dates indicated. Assets under management presented in this table are based on asset management companies
only; AXA Group (including insurance companies) assets under management amounted to respectively€1,315 billion (of which€105 billion linked to
Winterthur),€1,070 billion and€871 billion as of December 31, 2006, 2005 and 2004 respectively.
(b) Including Mutuelles AXA.
Market and competition, Products and services, and Distribution channels
AllianceBernstein
AllianceBernstein, through its parent company AllianceBernstein Holding, is a listed subsidiary of AXA Financial, and is
a leading global investment management firm in the United States. AllianceBernstein provides diversified investment
management and related services to individual investors, private clients and to a variety of institutional clients, including
AXA Financial and its insurance company subsidiaries (which collectively are AllianceBernstein’s largest client) as well
as unaffiliated entities such as corporate and public employee pension funds, endowment funds, and United States and
foreign governments.
53
AllianceBernstein provides diversified Asset Management and related services globally to a broad range of clients including:
- management of assets backing contracts with financial risk borne by policyholders (unit-linked), hedge funds and
other investment vehicles for private clients (such as high net worth individuals, trusts and estates and charitable
foundations),
- management of mutual funds sponsored by AllianceBernstein, its subsidiaries and affiliates for individual investors,
- management of investments on behalf of institutional investors, and
- investment research and advisory services for institutional investors.
As at December 31, 2006, AllianceBernstein had€544 billion of assets under management, including€491 billion of
assets managed on behalf of third-party clients (2005:€491 billion and€431 billion, respectively). Excluding the
exchange rates impact, assets under management at AllianceBernstein increased by 24%.
AXA Investment Managers (“AXA IM”)
AXA IM is a key player in the international Asset Management business. AXA IM provides its clients with a wide range
of global products and expertise via mutual funds and dedicated portfolios. AXA IM’s clients include (i) institutional
investors, (ii) individual investors to whom products are distributed through AXA and external distribution networks, and
(iii) AXA’s insurance subsidiaries both for main fund and unit-linked fund backing insurance products.
In 2006, AXA IM finalized the full integration of Framlington’s activities, a UK-based asset management company
specialized in retail unit trust management. This acquisition gives AXA IM critical mass and visibility in the UK retail market.
AXA IM’s worldwide growth is reflected in the set up of new subsidiaries in 2006 in Qatar, the Netherlands and Japan.
As at December 31, 2006, AXA IM had€485 billion of assets under management, including€197 billion of assets
managed on behalf of third party clients (2005:€432 billion and€143 billion respectively).
Other Financial Services segment
The operations in the Other Financial Services segment are conducted primarily in Belgium, France and Germany. For
the years ended December 31, 2006 and 2005, the Other Financial Services segment accounted for€0.4 billion, or
around 1% of AXA’s consolidated gross revenues.
This segment’s operations principally include:
AXA Bank Belgium
AXA Bank Belgium, a subsidiary of AXA Belgium, offers a comprehensive range of financial services to individuals and
small businesses and has a network of approximately 950 exclusive independent bank agents, who also support the
sale of products offered by AXA Investment Managers and of insurance products offered by AXA Belgium. AXA Bank
is the sixth largest bank in Belgium where the four largest banks represent 90% of the market1.
(1) Source: AXA.
54
Despite the increase of the long-term interest rates in 2006, the volume of the market of mortgage loans remained high.
Because of the strong pressure on margins, the market share of AXA Bank Belgium decreased from 11% to 8% in
20061. Prepayments decreased but stayed at a high level as customers switched from variable formulas to loans with
fixed interest rates. AXA Bank Belgium has increased its presence in consumer and commercial loans.
While the volume in deposit accounts decreased for the whole market, the AXA Bank Belgium portfolio increase was
mainly due to the launch of a new product with a higher base rate. Certificates of deposit decreased at a lesser pace
due to lower maturities.
The number of active current accounts, which is a strong element in linking a customer to the bank, increased by 7.1%
in 2006 (CAGR of 9.2% over the period 2003-2006).
AXA Banque
Based in Paris, AXA Banque had more than 550,000 registered customers at the end of 2006, with development
focused on exclusive networks (exclusive agents and salaried sales force) covering 70% of client scope. It offers a large
range of retail banking products including deposit and saving accounts and consumer loans.
In 2006, AXA Banque has strengthened its innovation capabilities with a packaged product including a remunerating deposit account (“le Compte Oligo”) and exclusive advantages for insurance clients. It also launched its own mortgage loan offer.
AXA Banque’s strategy is to maximize client retention, develop cross-selling and acquire new clients, mainly through
product innovation, convenience and service quality of the combined insurance and retail banking offer.
German Bank
AXA Bank targets private customers, in retail bank, and is an important element of pensions and asset management of
AXA Germany. The Bank had approximately 70,000 clients at year-end 2006, representing an increase of 15% compared
to 2005. The major activities of AXA Bank are mortgage loans and mutual funds (funds based asset management or safe
custody services only). These products are sold exclusively through the tied agent network of AXA Germany.
Property & Casualty claims reserves
Establishment of claims reserves
AXA is required by applicable insurance laws and regulations, and generally accepted accounting principles to establish
reserves for outstanding claims (claims which have not yet been settled) and associated claims expenses that arise from
its Property & Casualty and international insurance operations.
Please refer to “Item 5 – Critical Accounting Policies” for more detailed information of the process to establish claims reserves.
(1) Source: AXA.
55
Loss reserve development table
The loss reserve development table shows movements in loss reserves between 1996 and 2006, based on previously
applied accounting standards, in accordance with IFRS 4. All contracts concerned are insurance contracts as defined
by IFRS.
The first row entitled “Gross reserves for unpaid claims and claim expenses developed initially at the booking date”
represents the loss reserves developed in the balance sheet on the reporting date for the year indicated in the column
heading. For example, the sum of€31,168 million appearing in the first row of the table in the 2005 column represents
all loss reserves developed in all years of occurrence prior to and including 2005, recognized on the company’s balance
sheet at December 31, 2005.
The second row entitled “Gross reserves for unpaid claims and claim expenses developed in 2006 adjusted for changes
in exchange rates and scope of consolidation” indicates the amount that would have been developed initially at the
booking date had the exchange rates for the current year been used (for reserves recognized by AXA Group entities
that do not use the Euro as their functional currency) and assuming an identical scope of consolidation to that used for
the last diagonal of the table.
Preparation of the last diagonal must take account of the fact that, following the merger of some newly-acquired
portfolios with the AXA Group’s existing portfolios, it is not always technically possible to distinguish, within payments
made in a given year in respect of prior occurrence years, between those relating to the historical portfolio and those
relating to the recently-acquired portfolio. In these cases, the merged scope is used to prepare the last diagonal of the
table, even in the columns corresponding to years before the one in which the most recent portfolio was acquired.
However, with effect from the development of loss reserves at end 2006, the company uses the method which consists
in completing each column of the table using the same scope as that used for “Gross reserves for unpaid claims and
claim expenses developed initially at the booking date”. In practice, therefore, with effect from the 2006 column, the
differences between the first and second rows are mainly due to exchange rate impacts and only marginally to changes
in scope of consolidation.
Also with effect from end 2006, IBNR reserves related to construction insurance in France have been included in the
loss reserve development for the first time, and the development of all annuity reserves for the Property & Casualty
segment are presented separately.
The first section of the table entitled “Cumulative payments” shows, for a given column N, the cumulative amount of
payments related to years of occurrence prior to and including N, made since December 31 of year N.
The second part of the table entitled “Reserve re-estimated” shows, for a given column N, an estimate of the final cost
of liabilities carried at December 31 of year N in respect of all years of occurrence prior to and including N, at each
future period end. The final cost estimate varies as information relating to losses still outstanding becomes more reliable.
The surplus (shortfall) of the initial reserve with respect to the re-estimated gross final cost for each year represents, for
a given year N, the difference between the amount shown on the second row (gross reserves for unpaid claims and
claims expenses developed in 2006 adjusted for changes in exchange rates and scope of consolidation) and the
amount shown in the final diagonal under “Reserve re-estimated”.
56
Loss reserve development table: Property & Casualty and International Insurance (excluding AXA RE)
(in Euro million except percentages) | |||||||||||||||||||||||
1996 | 1997(b) | 1998 | 1999(c) | 2000 | 2001 | 2002 | 2003 | 2004(d) | 2005 | 2006(e) | |||||||||||||
Gross reserves for unpaid claims and claim expenses developed initially at the booking date(d) | 5,847 | 20,371 | 20,941 | 26,656 | 26,916 | 28,636 | 28,465 | 27,825 | 29,128 | 31,168 | 41,193 | ||||||||||||
Gross reserves for unpaid claims and claim expenses developed in 2006 adjusted for changes in exchange rates and scope of consolidation(d) | 18,232 | 21,548 | 22,167 | 24,708 | 25,712 | 27,236 | 28,023 | 28,962 | 29,843 | 31,253 | 41,193 | ||||||||||||
Cumulative payments at: | |||||||||||||||||||||||
One year later | 1,388 | 4,737 | 4,745 | 7,727 | 6,807 | 6,715 | 6,371 | 6,075 | 6,180 | 6,084 | |||||||||||||
Two years later | 5,759 | 6,632 | 6,818 | 11,184 | 10,302 | 9,900 | 9,554 | 9,233 | 8,871 | ||||||||||||||
Three years later | 7,327 | 8,087 | 9,361 | 13,474 | 12,378 | 12,440 | 11,846 | 11,332 | |||||||||||||||
Four years later | 8,351 | 10,338 | 10,632 | 14,798 | 14,220 | 14,140 | 13,411 | ||||||||||||||||
Five years later | 10,619 | 11,218 | 11,384 | 16,239 | 15,297 | 15,410 | |||||||||||||||||
Six years later | 11,187 | 11,512 | 12,435 | 16,554 | 16,420 | ||||||||||||||||||
Seven years later | 11,387 | 12,508 | 12,889 | 17,667 | |||||||||||||||||||
Eight years later | 12,143 | 12,970 | 13,557 | ||||||||||||||||||||
Nine years later | 12,473 | 13,756 | |||||||||||||||||||||
Ten years later | 12,398 | ||||||||||||||||||||||
Reserve re-estimated at: | |||||||||||||||||||||||
One year later | 5,537 | 19,425 | 19,040 | 23,041 | 27,069 | 27,425 | 26,856 | 27,527 | 29,179 | 29,878 | |||||||||||||
Two years later | 13,881 | 17,510 | 19,407 | 26,294 | 25,919 | 25,718 | 26,219 | 26,791 | 27,833 | ||||||||||||||
Three years later | 13,864 | 17,971 | 22,048 | 25,542 | 24,864 | 25,610 | 25,835 | 26,920 | |||||||||||||||
Four years later | 14,214 | 20,162 | 21,485 | 24,409 | 24,665 | 25,542 | 25,783 | ||||||||||||||||
Five years later | 16,742 | 19,873 | 20,804 | 24,304 | 24,658 | 25,756 | |||||||||||||||||
Six years later | 16,439 | 19,052 | 20,820 | 24,174 | 25,093 | ||||||||||||||||||
Seven years later | 16,024 | 19,293 | 20,671 | 24,720 | |||||||||||||||||||
Eight years later | 16,272 | 19,267 | 21,049 | ||||||||||||||||||||
Nine years later | 16,188 | 19,864 | |||||||||||||||||||||
Ten years later | 15,825 | ||||||||||||||||||||||
Cumulative redundancy (deficiency) from the initial gross reserves in excess of re-estimated gross reserves(a): | |||||||||||||||||||||||
Amount | 2,408 | 1,684 | 1,118 | (12) | 619 | 1,481 | 2,241 | 2,043 | 2,010 | 1,375 | na | ||||||||||||
Percentages | 13.2% | 7.8% | 5.0% | 0.0% | 2.4% | 5.4% | 8.0% | 7.1% | 6.7% | 4.4% | na |
(a) It is not appropriate to extrapolate future redundancies or future deficiences based on the loss reserve development presented in the table, as conditions and
trends that have affected development of the liability in prior periods may not necessarily occur in the future periods.
(b) AXA acquired Compagnie UAP (“UAP”) on January 1, 1997. The operations of AXA and UAP were integrated in 1998. At the date of acquisition, UAP had net
reserves of€13.7 billion. The outstanding claim reserves and claim expenses of UAP’s Property & Casualty operations are included in the year-end reserves as
of December, 31, 1997 and after. Cumulative payments and reserve development for 1998 and after include the development of integrated Property & Casualty
liab ilities of AXA, including UAP, as loss development data specific to UAP are not available and there is no reasonable basis of allocating cumulative payments
and reserves re-estimated between AXA and UAP post-acquisition.
(c) AXA acquired GRE in May 1999. GRE’s operations have been integrated within AXA. At the time of acquisition, GRE’s gross reserves totaled€5.6 billion.
(d) In 2004, AXA Corporate Solution Assurance U.S., AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to “other
international activities”. The reserves of AXA Corporate Solution Assurance U.S. were presented on an occurring year basis and included in the Property &
Casualty loss reserve development table. The reserves of AXA RE P&C Insurance Compan y and AXA RE Reinsurance Company were presented on an
underwriting year basis and included in the AXA RE loss reserve development table.
(e) In 2006, Winterthur’s operations have been integrated within AXA. Total loss reserves developed amounted to€41.2 billion including€8.6 billion in respect of
Winterthur.
57
Loss reserve development table: AXA RE
On December 21, 2006, the AXA Group finalized an agreement to sell the AXA RE reinsurance business to Paris Ré
Holding. Under the terms of the agreement, AXA retains exposure to any changes in the final cost of claims occurring
before December 31, 2005. However, the proportional treaty put in place as part of the agreement between AXA RE and
Paris Ré protects AXA entirely from any claims occurring after January 1, 2006. Consequently, the table below shows the
development of loss reserves recognized in AXA RE’s balance sheet at each year-end until December 31, 2005. Reserves
recognized after that, which correspond to exposure assumed fully by Paris Ré, have not been developed.
(in Euro million except percentages) | |||||||||||||||||||||
1996 | 1997 | 1998 | 1999 | 2000 | 2001(c) | 2002 | 2003 | 2004(d) | 2005 | ||||||||||||
Gross reserves for unpaid claims and claim expenses developed initially at the booking date(a) | 2,646 | 2,880 | 3,060 | 3,396 | 3,455 | 5,868 | 4,778 | 4,200 | 3,314 | 4,523 | |||||||||||
Gross reserves for unpaid claims and claim expenses developed in 2006(d) | 2,646 | 2,880 | 3,060 | 3,396 | 3,453 | 5,868 | 4,778 | 3,742 | 3,314 | 4,253 | |||||||||||
Initial retroceded reserves | (196) | (285) | (416) | (430) | (393) | (1,652) | (1,020) | (853) | (410) | (1,048) | |||||||||||
Retroceded reserves in 2006(d) | (196) | (285) | (416) | (430) | (393) | (1,652) | (1,020) | (461) | (502) | (1,048) | |||||||||||
Initial net claims reserves in excess of (less than) re-estimated net claim reserves | 2,450 | 2,595 | 2,644 | 2,966 | 3,060 | 4,216 | 3,758 | 3,281 | 2,812 | 3,205 | |||||||||||
Cumulative payments at: | |||||||||||||||||||||
One year later | 615 | 583 | 956 | 1,165 | 1,218 | 1,987 | 1,441 | 950 | 1,127 | 1,191 | |||||||||||
Two years later | 965 | 1,094 | 1,594 | 1,893 | 1,860 | 3,198 | 2,113 | 1,543 | 1,574 | ||||||||||||
Three years later | 1,230 | 1,430 | 2,000 | 2,265 | 2,449 | 3,603 | 2,570 | 1,784 | |||||||||||||
Four years later | 1,427 | 1,685 | 2,232 | 2,779 | 2,549 | 3,978 | 2,768 | ||||||||||||||
Five years later | 1,586 | 1,815 | 2,677 | 2,726 | 2,770 | 4,140 | |||||||||||||||
Six years later | 1,689 | 2,101 | 2,566 | 2,894 | 2,874 | ||||||||||||||||
Seven years later | 1,953 | 1,971 | 2,697 | 2,966 | |||||||||||||||||
Eight years later | 1,813 | 2,060 | 2,755 | ||||||||||||||||||
Nine years later | 1,881 | 2,114 | |||||||||||||||||||
Ten years later | 1,929 | ||||||||||||||||||||
Reserve re-estimated at: | |||||||||||||||||||||
One year later | 2,970 | 2,945 | 3,743 | 3,969 | 4,199 | 5,922 | 5,012 | 3,438 | 3,797 | 4,061 | |||||||||||
Two years later | 2,829 | 3,159 | 3,817 | 4,105 | 4,061 | 6,183 | 4,163 | 3,642 | 3,621 | ||||||||||||
Three years later | 2,891 | 3,168 | 3,772 | 3,955 | 4,034 | 5,314 | 4,374 | 3,514 | |||||||||||||
Four years later | 2,844 | 3,045 | 3,643 | 4,027 | 3,817 | 5,536 | 4,281 | ||||||||||||||
Five years later | 2,754 | 2,941 | 3,722 | 3,755 | 3,944 | 5,466 | |||||||||||||||
Six years later | 2,612 | 2,964 | 3,444 | 3,845 | 3,887 | ||||||||||||||||
Seven years later | 2,692 | 2,724 | 3,521 | 3,797 | |||||||||||||||||
Eight years later | 2,468 | 2,774 | 3,478 | ||||||||||||||||||
Nine years later | 2,513 | 2,736 | |||||||||||||||||||
Ten years later | 2,482 | ||||||||||||||||||||
Cumulative redundancy (deficiency) from the initial gross claim reserves in excess of (less than) re-estimated gross claim reserves | 164 | 144 | (418) | (401) | (434) | 402 | 497 | 228 | (307) | 192 | |||||||||||
Re-estimated retroceded reserves | 240 | 349 | 512 | 445 | 398 | 1,160 | 759 | 396 | 631 | 1,074 | |||||||||||
Premium adjustment(b) | 570 | 637 | 724 | 1,034 | 1,281 | 1,387 | 1,289 | 580 | 373 | 388 | |||||||||||
Re-estimated net claim reserves | 1,672 | 1,750 | 2,242 | 2,318 | 2,208 | 2,919 | 2,233 | 2,538 | 2,617 | 2,599 | |||||||||||
Initial net claim reserves in excess of (less than) re-estimated net claim reserves as at December 31, 2006 | |||||||||||||||||||||
Amount(a) | 778 | 845 | 402 | 648 | 852 | 1,297 | 1,525 | 743 | 195 | 733 | |||||||||||
Percentages of original net reserve(a) | 31.8% | 32.6% | 15.2% | 21.8% | 27.8% | 30.8% | 40.6% | 22.6% | 6.9% | 22.9% |
(a) The loss reserve development table is presented on an underwriting year basis for AXA RE business. Accordingly reserves re-estimated and the excess of re- estimated reserves of the initial reserves include reserves for losses occurring up to twelve months subsequent to the original year-end. It is not appropriate to extrapolate future redundancies or future deficiencies based on the loss reserve development presented in the table, as conditions and trends that have affected the development of the liability in prior periods may not necessarily occur in future periods.
(b) Represents premium earned subsequent to the accounting year-end and premium reinstatements / experience-rated premiums received and accrued from the ceding insurers as assumed losses were incurred.
(c) In 2001, AXA RE’s claim reserves were adversely affected by the September 11 attacks.
(d) In 2004, AXA Corporate Solution Assura nce U.S., AXA RE P&C Insurance and AXA RE P&C Reinsurance Company were transferred from AXA RE to the “other international activities”. The reserves of AXA Corporate Solution Assurance U.S. were presented on an occurring year basis and included in the Property & Casualty loss reserve development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were presented on an
underwriting year basis and included in the AXA RE loss reserve development table.
58
Reconciliation of Loss Reserves Developed to Consolidated Financial Statements
The following table reconciles the gross insurance liabilities, e.g., the gross claims reserves including claim expenses,
in the Loss Development Tables presented above to those presented in the AXA’s consolidated financial statements in
accordance with IFRS 4 as at the dates indicated (refer to note 14 “Liabilities arising from insurance and investment
contracts” to the consolidated financial statements included in Item 18 of this Annual Report).
(in Euro million) | |||||||||
2006 | 2005 | 2004 | |||||||
Gross claims and other reserves developed | |||||||||
Property & Casualty and International Insurance (excluding AXA RE)(a) | 41,193 | 31,168 | 29,128 | ||||||
AXA RE(a) | – | 4,253 | 3,314 | ||||||
Future policy benefits annuity reserves (separately developed from 2006) | 2,492 | – | – | ||||||
Total gross claims and other reserves developed | 43,685 | 35,421 | 32,442 | ||||||
Construction reserves (PSNEM) | – | 1,126 | 1,056 | ||||||
Future policy benefits annuity reserves | – | 1,528 | 1,212 | ||||||
Other reserves(b) | 5,242 | 2,098 | 2,082 | ||||||
of which AXA RE liabilities | 3,038 | – | – | ||||||
Total gross claims and other reserves excluding Life & Savings segment | 48,927 | 40,173 | 36,792 |
(a) Total gross claims and other reserves developed are presented on the basis of the loss reserve development table. The reserves of AXA Corporate Solution
Insurance U.S. were included in Property & Casualty and International Insurance loss reserves. The reserves of AXA RE P&C Insurance Company and
AXA RE Reinsurance Company (€282 million in 2006 and€409 million in 2005) were included in AXA RE’s loss reserve development table.
(b) Mainly reserves on assumed business (€771 million in 2006,€938 million in 2005 and€975 million in 2004).
Environmental, Asbestos and other exposures
AXA regularly reviews environmental, asbestos and other related exposures to ensure that loss provisions take into
account recent developments and information. Further details are provided in note 14 “Liabilities arising from insurance
and investment contracts” to the consolidated financial statements included in Item 18 of this Annual Report.
Additional factors which may affect AXA’s business
For information relating to certain additional matters that may affect AXA’s business, see Item 3 “Key Information – Risk
factors” and Item 18 “Financial Information – Legal Proceedings” included elsewhere in this Annual Report.
Regulation
AXA’s main operations are located in Europe, North America and the Asia-Pacific region, and to a lesser extent, in Africa
and the Middle East. In each of the jurisdictions within these regions, AXA is subject to comprehensive regulation and
supervision, particularly with respect to its insurance and investment management operations.
Insurance Operations
While the extent and nature of regulation varies from country to country, most jurisdictions in which AXA’s insurance
subsidiaries operate have laws and regulations governing sales practices, standards of solvency, levels of reserves,
59
permitted types and concentrations of investments, business conducts, agent licensing, approval of policy forms and,
for certain lines of insurance, approval or filing of rates. In certain jurisdictions, regulations limit sales commissions and
certain other marketing expenses that may be incurred by the insurer. In general, insurers are required to file detailed
annual financial statements with their supervisory agencies in each of the jurisdictions in which they do business. Such
agencies may conduct regular or targeted examinations of the insurers’ operations and accounts and make requests
for information from the insurer. Certain jurisdictions also require registration and periodic reporting by holding
companies that control a licensed insurer. This holding company legislation typically requires periodic disclosure
concerning the corporation that controls the licensed insurer and other affiliated companies, including prior approval of
transactions between the insurer and other affiliates such as intercompany transfers of assets and payment of dividends
by the controlled insurer. In general, these regulatory schemes are designed to protect the interests of policyholders
rather than security holders.
Europe
The regulatory systems governing insurers in France, Germany, the United Kingdom (“UK”), Belgium, Switzerland and
other European jurisdictions where AXA does business are comprehensive and generally are designed to protect the
interests of policyholders rather than those of security holders. In Europe, AXA operates in most major markets through
free-standing subsidiaries which are subject to a regulatory scheme based on the European Union (“EU”) insurance
directives on life insurance and insurance other than life insurance. These directives were implemented in France,
Germany, the UK and certain other jurisdictions through legislation that became effective in July 1994 and are founded
on the “home country control” principle according to which the ongoing regulation of insurance companies, including
their non-home country insurance operations (whether direct or through branches), is the responsibi lity of the home
country insurance regulatory authority. The home country insurance regulator monitors compliance with applicable
regulations, including regulations governing solvency, actuarial reserves and investment of assets. Selling activities of
non-home country insurance operations, however, are generally supervised by the regulator in the country in which the
sale of the insurance product takes place. As a result of the implementation of these directives, an insurance company
that has been licensed to conduct insurance business in one jurisdiction of the EU may do business directly or through
branches in all other jurisdictions of the EU without being subject to licensing set forth by requirements of the other
jurisdictions.
The EU has also adopted various directives concerning solvency margin requirements for insurers and insurance
groups. A 1998 EU directive, implemented into French law in 2002, requires insurance groups to calculate a
consolidated solvency margin. AXA must establish appropriate internal controls to ensure solvency sufficient to cover
all of the Group’s insurance liabilities, inform the French insurance regulatory authorities annually of certain intra-group
transactions, and calculate on a consolidated basis the capital needed to meet the respective solvency requirements
of the Group’s insurance subsidiaries. Similar solvency requirements must be fulfilled by intermediate holding
companies that own AXA Group insurance subsidiaries in different EU jurisdictions. A 2002 EU directive, implemented
into French law in 2005, concerns the regulation and supervision of financial conglomerates and provides for the
assessment of a financial conglomerate’s capital requirements at the consolidated group level, the supervision of risk
concentration and intra-group transactions, and the prevention of double-leveraging of the capital of a holding parent
company, i.e. once at the holding parent level and a second time at the subsidiary level (“double gearing”). Although
the AXA Group is not currently deemed a financial conglomerate within the meaning of this legislation by the French
60
insurance regulator, there can be no assurance that it will not become (or be deemed) a financial conglomerate in the
future. Due to the lack of uniform interpretation of this legislation by local insurance regulators throughout the various
EU jurisdictions, the Belgian subsidiary of the AXA Group has been deemed a financial conglomerate by the Belgian
insurance regulator. It is possible that other European subsidiaries of the AXA Group may be deemed financial
conglomerates by local regulators and, therefore, be subject to this law. Following the EU’s adoption of a directive
designed to apply the “home country control” principle to European reinsurance companies and unifying the regulatory
regimes applicable to reinsurance companies throughout the EU, each Member State has until year end 2007 to
implement this directive.
In addition to other applicable regulatory requirements, in France, Germany, the UK, and certain other European
jurisdictions, property and casualty insurers are required to maintain equalization reserves to protect against the impact
of large claims and catastrophes. The basis on which these equalization reserves are established is set out in the local
country regulations based on pre-established formulas applicable to certain lines of business and may be capped at a
maximum level.
There have been a number of legislative developments in France and at the EU level which have implications for the
AXA and its European subsidiaries. In France, a 2004 ordinance modernized many aspects of French securities laws,
most significantly by simplifying the rules applicable to the issuance of new securities by listed companies and
expanding the types of securities that can be issued by French companies. The European prospectus directive,
implemented into French law in 2005, enables a company incorporated in any EU member state to issue securities in
any EU jurisdiction and the European market abuse directive, also implemented into French law in 2005, regulates a
number of matters including share repurchases and public disclosure of beneficial ownership at newly defined
thresholds. Finally, the European takeover directive, implemented into French law in 2006, provides a more uniform
takeover regime within the EU. T he European directive relating to cross-border mergers is currently under discussion
and is expected to be implemented into French law by the end of 2007.
In addition to the foregoing, there have been various regulatory initiatives within European jurisdictions relating to,
among other subjects, the assessment of capital adequacy, more stringent capital requirements for insurers and the
requirement to have appropriate systems and controls in place to manage the business and prudential regulation. In
addition, certain jurisdictions have adopted legislation regulating insurance companies’ distribution practices. For
example, in Italy, since 2007, insurance companies are no longer permitted to enter into exclusive agency agreements
with their agents. These regulations may have a potential impact on the AXA’s subsidiaries doing business in these
jurisdictions.
AXA is also required to comply with anti-money laundering and anti-terrorism legislation enacted in the various
European countries in which it and its subsidiaries operate, as well as the prohibitions or embargos on doing business
with certain individuals or organizations targeted by these laws. In addition, certain European jurisdictions have enacted
legislation that will impact investment of the Group’s proprietary assets and may also affect the Group’s asset
management activities for third-party clients in those jurisdictions. For example, in January 2007, the Belgian legislature
enacted a law prohibiting the financing in Belgium of companies identified by the Belgian government as engaging in
activities such as manufacturing, distributing or using certain types of armaments including anti-personnel mines and
cluster bombs. The term financing is broadly defined and includes the acquisition of financial instrument s (equity or
61
debt) issued by these companies. Violation of this law is a criminal offence. These types of legislation, which often vary
from one jurisdiction to another, increase compliance costs and risks for the Group in the various European jurisdictions
where it operates.
United States
In the United States, regulation of the insurance business remains principally at the state level, with AXA’s insurance
operations being subject to regulation and supervision by various states and territories. Within the U.S., the method of
regulation varies but generally has its source in statutes that delegate regulatory and supervisory powers to a state
insurance commissioner. While the extent of regulation varies by jurisdiction, most jurisdictions have laws and
regulations governing approval of policy forms and rates, sales practices and business conducts, the standards of
solvency that must be met and maintained (including risk-based capital measurements), the establishment and levels
of reserves, the licensing of insurers and their agents, sales practices by agents, the nature of and limitations on
permitted investments, restrictions on the size of risks which may be insured under a single policy, deposits of secu rities
for the benefit of policyholders, methods of accounting, periodic examinations of the affairs of insurance companies,
and the form and content of reports of financial condition and results of operations to be filed.
Certain of AXA’s U.S. insurance, broker-dealer, investment adviser and investment management subsidiaries, including
AXA Equitable Life Insurance Company (“AXA Equitable”), and certain life insurance policies and annuity contracts
offered by them are subject to regulation under the Federal securities laws administered by the SEC and under certain
state securities laws. The SEC conducts regular examinations of the operations of these companies, and from time to
time makes requests for information from them. The SEC, other governmental and regulatory authorities, including state
insurance and securities regulators, and the National Association of Securities Dealers (“NASD”) may institute
administrative or judicial proceedings which may result in censure, fines, the issuance of cease-and-desist orders, the
suspension or expulsion of a broker-dealer or member, its officers or employees or other similar sa nctions. Over time,
AXA Financial’s broker-dealer subsidiaries and its other subsidiaries have provided and, in certain cases continue to
provide, information and documents to the SEC, NASD, state attorneys general and other regulators on a wide range
of issues, including supervisory issues, market timing, late trading, valuation, suitability, e-mail retention policies,
replacements and exchanges of variable life insurance and annuities, collusive bidding and other inappropriate
solicitation activities, “revenue sharing” and directed brokerage arrangements, investment company directed brokerage
arrangements, fund portfolio brokerage commissions, mutual fund sales and marketing and “networking
arrangements”. For example, in 2006, AXA Equitable had to provide information to the New York Attorney General in
response to a subpoena and information requests relating to possible market timing activities conducted through AXA
Equitable’s variable insurance pro ducts. In addition, investigations by state attorneys general and state insurance
commissioners into collusive bidding, contingent commissions, and revenue sharing practices as well as practices
associated with replacements and exchanges of life insurance and annuities, gave rise to a number of state legislative
initiatives in this area. Ongoing or future regulatory investigations could result in fines, other sanctions and/or other costs
for AXA’s U.S. subsidiaries and/or other legislative initiatives.
Several U.S. states, including the state of New York, regulate transactions between an insurer and its affiliates under
insurance holding company acts. These acts contain certain reporting requirements and restrictions on provision of
services and on transactions, such as intercompany service agreements, asset transfers, reinsurance, loans and
shareholder dividend payments by insurers. State insurance regulators also have the discretionary authority to limit or
62
prohibit new issuances of business to policyholders within their jurisdiction when, in their judgment, such regulators
determine that the issuing insurer is not maintaining adequate statutory surplus or capital. Life insurers in the United
States are also subject to risk-based capital (“RBC”) guidelines which provide a method of measuring the adjusted
capital (statutory capital and surplus plus asset valuation allowance and other adjustments) that a life insurance
company should have for regulatory purposes taking into account the risk characteristics of the company’s investments
and products. AXA Equitable and AXA’s other U.S. life insurance subsidiaries expect that the statutory surplus will
continue to be in excess of the minimum RBC levels required to avoid regulatory action.
U.S. Federal and state law and regulation require financial institutions to protect the security and confidentiality of
customer information and to notify customers about their policies and practices relating to their collection, disclosure
and protection of customer information. U.S. Federal and state laws also regulate disclosures of customer information.
The U.S. Congress and state legislatures are expected to consider additional laws relating to the use and protection of
customer information.
Although the U.S. federal government generally does not directly regulate the insurance business, many U.S. federal
tax laws affect the business in a variety of ways. There are a number of existing, newly enacted or recently proposed
U.S. federal legislative initiatives, including U.S. federal tax initiatives that may significantly affect AXA’s U.S. life
insurance subsidiaries, such as the 2001 legislation providing several years of lower rates for estate, gift and generation
skipping taxes (“GST”) and a one year estate and GST repeal (in 2010) before a return to 2001 rates beginning in 2011,
or the 2003 reductions in income tax rates on long-term capital gains and qualifying corporate dividends which have
recently been extended through 2010. Legislation has been proposed regarding accelerating and making permanent
the repeal of the estate tax and GST or, alternatively, substantially lowering the rate of tax an d increasing the threshold
level at which an estate could be subject to tax. If enacted, this legislation would have an adverse impact on sales and
surrenders of life insurance in connection with estate planning. Other provisions of recently enacted and proposed
legislation and U.S. Treasury regulations relate to the business use of life insurance, split-dollar arrangements, creation
of new tax favored savings accounts and modifications to non-qualified deferred compensation plan and qualified plan
rules. These provisions, to the extent enacted, could adversely affect the sale of life insurance to businesses, as well
as the attractiveness of qualified plan arrangements, cash value life insurance and annuities. The U.S. Congress may
also consider proposals such as Social Security reform or comprehensive overhaul of the Federal tax law, which, if
enacted, could adversely impact the attractiveness of cash value life insurance, annuities and tax qualified retirement
products. The Presi dent’s Advisory Panel on Federal Tax Reform announced its tax reform options. If enacted by
Congress, these options would make sweeping changes to many long standing tax rules. These changes would include
the creation of new tax-favored savings accounts that would replace many existing qualified plan arrangements and
would eliminate certain tax benefits currently available to cash value life insurance and deferred annuity products by
annually taxing any withdrawable cash value build-up in such products. Management believes that the enactment of
these options into law in their current or similar form would adversely affect sales, funding and persistency of cash value
life insurance and deferred annuity products. Management cannot predict what other proposals may be made, what
legislation, if any, may be introduced or enacted or what the effect of any such legislation might be.
Asia-Pacific and other jurisdictions
The other jurisdictions in which AXA operates, including those in the Asia-Pacific region, also have comprehensive
regulatory schemes and AXA must satisfy the local regulatory requirements in each of these jurisdictions. In general,
63
insurance licenses issued by local authorities are subject to revocation and/or modification by those authorities.
Consequently, AXA’s insurance subsidiaries could be prevented from conducting business in certain of the jurisdictions
in which they currently operate should they not meet such local regulatory requirements. In addition to licensing
requirements, AXA’s insurance operations in these jurisdictions are also generally regulated with respect to currency,
policy terms and language, amount and types of security deposits, amount and type of reserves, amount and type of
local investment and the share of profits to be paid to policyholders on participating policies. In certain jurisdictions,
regulations governing constitution of technical reserves and similar regulations may prevent payment of dividends to
shareholders and/or repatriation of assets.
AXA’s life-insurance products’ advantageous tax treatment may be eliminated or adversely impacted for certain
products by changes in tax laws that are considered from time to time in jurisdictions in which AXA operates. For
example, the Japanese legislature is currently considering a change in the tax treatment of certain life insurance
products that would eliminate many tax advantages of these products. If adopted, management expects that this new
legislation would adversely affect sales of certain life and saving products in the Japanese market.
Asset Management
AllianceBernstein and AXA Investment Managers are subject to extensive regulation in the various jurisdictions in which
they operate. These regulations are generally designed to safeguard client assets and ensure adequacy of disclosure
concerning investment returns, risk characteristics of invested assets in various funds, suitability of investments for
client investment objectives and risk tolerance, as well as the identity and qualifications of the investment manager.
These regulations also generally grant supervisory agencies broad administrative powers, including the power to limit
or restrict the conduct of business for failure to comply with such laws and regulations. In such event, the possible
sanctions that may be imposed include the suspension of individual employees, limitations on engaging in business for
specific periods, the revocation of the registration as an investment adviser, censures and fines.
AllianceBernstein and certain of its subsidiaries as well as certain U.S. subsidiaries of AXA Investment Managers and
AXA Financial, Inc. are investment advisers registered under the United States Investment Advisers Act of 1940 (the
“Investment Advisers Act”). Each of AllianceBernstein’s U.S. mutual funds is registered with the SEC under the U.S.
Investment Company Act of 1940 (the “Investment Company Act”) and the shares of most of these funds are qualified
for sale in all states in the United States and the District of Columbia, except for U.S. funds offered only to residents of
a particular state. Certain subsidiaries of AllianceBernstein and AXA Financial, Inc. are also registered with the SEC as
transfer agents and broker-dealers that are subject to minimum net capital requirements. Transactions between AXA
Equitable and AllianceBernstein are subject to applicable provisions of the New York Insu rance Law and transactions
between AXA Investment Managers and its insurance company clients are subject to various insurance law regulations
of the various jurisdictions where these clients are domiciled. These regulations generally require that the terms of
transactions between the investment manager and its client be fair and equitable, that charges or fees for services
performed be reasonable and that certain other standards be met. Fees must be determined either with reference to
fees charged to unaffiliated clients for similar services or, in certain cases, which include ancillary service agreements,
based on cost reimbursement.
64
Other
As a publicly-traded company listed both on Euronext Paris and the New York Stock Exchange, AXA is subject to
numerous laws, rules and regulations governing a variety of matters including (i) timely and accurate disclosure of
information to investors, (ii) presentation of financial information in accordance with both IFRS and U.S. GAAP
requirements, (iii) restrictions on presentations of non-GAAP measures in the U.S., (iv) auditor independence
requirements (including prohibitions on auditors furnishing certain types of non-audit services), (v) numerous corporate
governance requirements (including independence requirements for audit committee members), (vi) certification of
certain public reports by AXA’s Chief Executive Officer and Chief Financial Officer, and (vii) requirements to evaluate,
document, and report on AXA’s internal controls over financial reporting and disclosure controls and procedures. The
scope and impact of these requirements on the day-to-day operations of AXA has increased significantly over the past
years with the adoption of the Sarbanes-Oxley Act in the United States in 2002 and the adoption of similar legislation
in other jurisdictions, including the Financial Security Law (la loi de sécurité financière) in France in 2003. While the spirit
of these laws is very similar, their technical requirements sometimes vary and conflict with one another. Management
has devoted substantial resources to ensure compliance with both the letter and spirit of these laws over the last three
years and anticipates that considerable resources will continue to be devoted to this area in the future.
Additional information on regulatory matters
A more detailed description of certain matters involving AXA Financial, Inc. and its subsidiaries (including AXA Equitable
Life Insurance Company and AllianceBernstein) is included in the Annual Reports on Form 10-K for the year ended
December 31, 2006 and subsequent reports on Form 10-Q, respectively, of AXA Financial, Inc. (SEC file no. 1-11166),
AXA Equitable Life Insurance Company (SEC file no. 0-25280) and AllianceBernstein (SEC file no. 000-29961) filed with
the SEC (collectively, the “Subsidiary SEC Reports”). The Subsidiary SEC Reports are publicly available and copies can
be obtained through the SEC’s EDGAR system (www.sec.gov/edgar), at the SEC’s public reference rooms at 100 F St,
N.E., Washington, D.C. 20549 or at the SEC’s other public reference rooms i n New York and Chicago, or on the
websites of these subsidiaries.
Various AXA subsidiaries have been subject to regulatory investigations and sanctions from time to time in the various
jurisdictions in which they operate. For a description of certain of these investigations, see Item 18 – note 30 “Litigation”.
65
Item 5: Operating and
Financial Review and Prospects
You should read the following discussion and analysis together with AXA’s audited Consolidated Financial Statements
and the related notes included in Item 18 of this Annual Report.
The audited Consolidated Financial Statements have been prepared in accordance with IFRS as adopted by the
European Union before the balance sheet date, as described in note 1 to the Consolidated Financial Statements
included in Item 18 of this Annual Report. As it relates to the financial statements included in this Form 20-F there is no
difference between IFRS as adopted by the European Union and IFRS as adopted by the International Accounting
Standard Board (“IASB”). IFRS differs from accounting principles generally accepted in the U.S. Information relating to
2004 presented for comparison purposes has been prepared in accordance with IFRS 1.
IFRS differs in certain respects from U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). A summary of the
material differences between IFRS and U.S. GAAP relevant to AXA, and additional U.S. GAAP disclosures, are provided
in notes 31 and 32 to the Consolidated Financial Statements.
Certain information discussed below and elsewhere in this Annual Report includes forward-looking statements that
involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” provided in the beginning
of this Annual Report and “Item 3 – Key Information-Risk Factors” for a discussion of important factors that could cause
actual results to differ materially from the results described in or implied by the forward-looking statements contained
in this Annual Report.
This discussion and analysis also includes certain terms that are used by AXA in analyzing its business operations and
therefore, may not be comparable with terms used by other companies. These terms are defined in the glossary
presented at the end of this section.
66
OVERVIEW
The Operating and Financial Review and Prospects item provides certain information on markets for the current year
and a discussion and analysis of AXA’s operating performance for the years ended December 31, 2006, 2005 and 2004
as reported under IFRS as follows:
– The information on the market conditions applicable to the current year with a focus mainly on the financial market
and insurance market conditions for the main countries in which AXA operates.
– A summary of the main operating highlights of the year specific to AXA, including a summary of the principal
acquisitions and disposals, and capital and financing operations that occurred during the year, as well as any
important events subsequent to December 31, 2006.
– An overview of critical accounting policies, setting out the accounting policies that require the use of significant
assumptions and estimates in the preparation of the Consolidated Financial Statements.
The “consolidated operating results” section is based on IFRS financial statements and is composed of two main parts:
(i) Group gross consolidated revenues for the year ended December 31, 2006 compared to December 31, 2005, for
the Group and by operating segment, and the same for the year ended December 31, 2005 compared to December 31,
2004; and (ii) Group consolidated results for the year ended December 31, 2006 compared to December 31, 2005, for
the Group and by operating segment and the same for the year ended December 31, 2005 compared to December 31,
2004. In addition, specific commentaries and analyses are provided for each operating segment, i.e. Life & Savings,
Property & Casualty, International Insurance, Asset Management and Other Financial Services, as well as the Holding
Companies’ non-operating segment. In addition, for each insurance operating segment, investment results are
provided f or the invested financial assets.
Additional information is provided in the “Liquidity and Capital Resources” section, describing AXA’s operating sources and uses of funds, solvency margin requirements, supplementary information on contractual obligations and specific information relating to off-balance sheet arrangements, and consolidated cash flows for the year ended December 31, 2006 compared to December 31, 2005 and the same for the year ended December 31, 2005 compared to December 31, 2004.
Information is also provided on the reconciliation of IFRS to U.S. GAAP.
Finally, a glossary of certain technical terms is provided at the end of this section.
67
INSURANCE AND ASSET
MANAGEMENT MARKETS
Life & Savings
France.According to the “Fédération Française des Sociétés d’Assurances” (“FFSA”), in 2006, the increase in gross
written premium has been estimated to be 17% (of which +9% resulting from “Plans d’Epargne Logement” (“PEL”)
transfers) compared to +14% in 2005, explained by a strong increase in gross premiums on unit-linked contracts
estimated at 45% (49% in 2005) and by an estimated increase of 9% in general account premiums. In the Life market,
AXA ranks third1.
United States.2In the annuity market, variable annuities have been the product of choice with industry sales up 18%
through the first nine months of the year, primarily driven by the demand for guaranteed living benefit riders and
favorable equity markets. Industry fixed annuity sales continued to decrease (–5%) over the same period as a result of
the continued low interest rate and flat/inverted yield curve environment and competition from products such as bank
certificates of deposit. In the life insurance market, total life industry sales were up 9% for the first nine months of 2006.
Strong and consistent equity market performance buoyed variable life sales (+12%) through the first three quarters of
2006. The variable life business generally lags the movement in the equity market. Life insurance products with fixed
returns, such as universal life, continued their strong sales in the first nine month s of 2006, with industry universal life
sales up 16%. For the same period, fixed whole life insurance sales increased by 2%, and term insurance sales
increased by 3%. AXA gained market share, ranking third in the variable annuity market and ninth in the variable life
market for first nine months of 20063.
United Kingdom.New annualized business (new regular premiums plus 10% of single premiums) were 28% higher
than 2005. Continued investor confidence, driven by stock market gains, plus the growing popularity of offshore
investment vehicles and fund supermarkets, fuelled significant growth in “Wealth Management” markets. The
simplification of Pensions Legislation in April 2006 (known as A-Day) and the subsequent reviewing of existing
arrangements by individuals, delivered a significant boost to new business for providers active in these sectors
(although a proportion of this is thought to be one-off in nature). As a result, Self-Invested Personal Pensions (SIPPs)
have developed into a mainstream planning solution. A-Day and ongoing reconstructions of final salary schemes also
drove Corporate Pensions growth. “At Retirement” markets received increased attention from providers, including new
entrants , attracted by predicted population demographics in the medium to long-term. Competitive Protection line
volumes were static following premium rate cuts despite ongoing housing market activity. The IFA channel and slowly
emerging multi-tie channel combined, represent 74% of total market new business.
(1) Source: AXA.
(2) Please note that the numbers quoted for the market data (life and annuity) are for the nine months ended September 30, 2006.
(3) Source: VARDS.
68
Japan.The life insurance market continued to grow driven by individual annuity sales sourced from bancassurance
distribution channels and Medical sales. This trend is expected to continue as the deregulation (notably the postal
service privatization), social infrastructure (including a population that is both ageing & declining) and customer
sophistication evolve. The continued positive economic environment has contributed to improved solvency and credit
standings of most insurers, restoring previously eroded customer confidence in the industry. Foreign life insurers
continued to expand their role in the market1. Being one of the most mature insurance markets, Japan continues to be
a highly competitive market. Well established and mega domestic insurance companies dominate the landscape.
However, attracted by the high margin medical market and bancassurance growth potential, some foreign insurers have
succeeded in entering the market. This fragmentation of the market together with the revitalization of the mega
domestic insurance companies has led to declining margins. AXA Japan, a mid-sized player (10th & 12th in the market
based on new business and assets respectively) with a diversified product range and distribution model, is well
positioned to profitably grow its market share2.
Germany.After the introduction of the German Retirement Earnings Law (“Alterseinkünftegesetz”) in 2005, the market
picked up again in 2006. It showed an increase in annuity products and a decrease in endowment products regarding
annual premiums for pure life new business (non unit-linked endowments -7.4% to€1.0 billion, non unit-linked annuity
products +18.9% to€2.2 billion, unit-linked endowments -7.8% to€0.5 billion, and unit-linked annuity products
+60.2% to€1.2 billion). Among business for single premiums, that grew by 25.4% to€11.4 billion, non unit-linked
annuity products are still dominating (+45.4% to€5.2 billion), followed by non credit-linked collective insurance (-8.1%
to€2.4 billion), bank-like savings products (“Kapitalisierungsgeschäfte”) (+1.6% to€1.4 billion) and unit-linked annuity
products (+605.8% to€0.8 billion). New business for “Pensionskasse” (current premiums) decreased by 35.3% to
€0.3 billion after losing tax advantages compared to individual pension plans (“Direktversicherung”) that are more easily
transferable. GWP of pensions funds (Type “Pensionsfonds”) increased by 649.0% to€0.8 billion, which was caused
by a single contract in the market in Q4. Also in the future, an ongoing need to replace defined benefit systems is
expected to push group life pension products in general. The core products of the retirement Earnings Law
(“Alterseinkünftegesetz”), the “Rürup” pensions, seem to gain acceptance at last. Current regular premiums incre ased
by 59.5% to€0.4 billion (thereof 59.2% unit-linked). In 2006, 2.0 million contracts of the also highly regulated “Riester”
- products were sold (+78.9%). The current regular premiums increased by 206.5% to€1.38 billion. Premiums were
affected by a raised government aid this year which resulted in a significant growth. The regular premiums of cashed-
in contracts increased only by 120.7% to€0.78 billion.
The development of private health insurance is marked by two influences:
- On the one hand, ongoing difficulties in the public health insurance system continue to push private health insurance.
- On the other hand, the increases of the income threshold in 2003, fixed by the health reform, complicated the switch
from public to private. This is the reason why mainly civil servants and self-employed contribute to the market growth.
Consequently, it lowered the market potential for full coverage and resulted in a strong decline of net new inflow for
this type of activity in 2006. Supplementary insurance, however, increasingly meets demand. But the increase in gross
written premiums by 4.2% in Q1-Q3 mainly reflects rising premiums per contract. In the Life market AXA ranks eighth
with a market share of 4%3and in Health, AXA is tenth with a market share beyond 3%4.
(1) Source: AXA.
(2) Source: AXA.
(3) Derived from the nine months ended September 30, 2006 figures.
(4) Derived from the nine months ended September 30, 2006 figures.
69
Belgium.In the retail market, significant shifts occurred in 2006. The main changes were a decrease in the national
savings rate, the introduction of a new insurance front-tax (1.1%) and the increase of the tax deductibility of the pension
schemes premiums. This context clearly intensified the competition in the Life & Savings business. While AXA Belgium is
very well positioned in these markets due to its investment capacities and its marketing skills, new product developments
are required to sustain business growth. 2006 experiences market downturn in Individual Life, especially in the non-unit-
linked market (forecast 2006 –18% compared to +11% in 2005) but also in unit-linked products (forecast 2006 +2%
compared to +127.5% in 2005). Nonetheless, AXA Belgium managed to increase its market share due to the robustness
of its Crest product line as well as the launch of competitive unit-linked products. The cor porate market in retirement and
savings was rather stable in 2006, as most insurance companies adjusted their existing plans (to comply with “Loi de
Pension Complémentaire”). In Disability and Health, volumes remained stable while prices decreased.
Southern Europe.InSpain,socio-demographic evolution results in an ageing population, partly mitigated by the
recent immigration influx, which now represents 7% of total country population. An increasing awareness of the need
for retirement savings is observed. The new tax law to be introduced in 2007 will eliminate the fiscal advantages of life
insurance versus other forms of saving, and had a unfavorable impact on sales of unit-linked products in 2006.
However, the new law also appears to favor annuities, for which insurers are generally better positioned than banks. In
Italy, the 2006 market forecast in Life & Savings1shows a 5% new production decrease, with bank channels decreasing
by 7% and agent networks at the same level as the previous year. InPortugal,insurance activity has been facing an
unfavorable economic environment. The Portuguese economy has passed through a decl ining trend in the recent years,
resulting in a recession in 2003. Since then, the recovery seems fragile. However, the government programs, namely,
the new social security contribution schemes, the expected labor legislation towards increasing flexibility, the
educational, health and technological plans, will have a medium-term impact on insurance activity as new insurable
markets are expected to emerge. In Spain, AXA is placed as 12th market player (before the Winterthur integration). In
Italy,AXA is ranked 13th, in a very concentrated market. In Portugal, where the market is dominated by bancassurance,
AXA is ranking 7th (data as of September 2006).
Australia / New Zealand.Regulatory change and complexity, the continuing shift of financial responsibility from
government to individuals and the poor savings behaviors of most households are driving demand for quality financial
advice and, in turn, the need for comprehensive support services for advisers. Growth in the wealth management product
markets in Australia and New Zealand continues to be driven by the ageing population, government support for self
funded retirement and strong investment markets. Major regulatory changes in both countries in 2006 aimed at
encouraging retirement savings are expected to maintain momentum with market growth rates forecast before these
changes of 9-13% per year. Financial protection product markets are underpinned by rising incomes, asset appreciation
and widespread under-insurance, with expected growth rates of 6-7% per annum2. Both Australia and New Zealand ha ve
open, competitive and relatively concentrated markets. The top 10 companies account for around 60% of retail funds
under management, 80% of net retail funds flow and close to 90% of new and in-force annual premiums in Australia3. AXA
is ranked 1st in New Zealand and 6th in Australia for retail wealth management and is 3rd in financial protection in both
countries. AXA is unique amongst major competitors in operating across the entire wealth management and financial
protection value chain – asset management, products, platforms, adviser services and financial advice. With open
competition at each stage of the value chain, this end-to-end presence allows AXA to capture more overall margin and
makes us less sensitive to the shifting of margin between different parts of the value chain.
(1) Source: IAMA, as of October 2006.
(2) Source: AXA.
(3) Source: AXA.
70
Hong Kong.The economy of Hong Kong continued to increase in 2006 with GDP growing by 5.8%1and the Hang
Seng index growing by 34.2% in 2006. Hong Kong remains a very attractive life insurance market, with high profit
margins, high savings ratios and moderate life insurance penetration. Individual life market new business sales
increased by 19%2for the nine months to September 2006. AXA has also been seeing the emergence of wealth
management. The Mandatory Provident Fund (MPF) and the huge level of bank savings mean that wealth management
and financial advice have strong growth potential. Now in its sixth year, the Hong Kong workforce has shown increasing
interest towards their MPF benefit and there have been increasing numbers of changes in MPF providers. Life insurance
premiums have increased over the past few years partly because of growing product options and the entry of banks
and new distribution channels to the market. Hong Kong life insurance market is relatively concentrated, 61% of
individual life new business sales are contributed by the top 5 companies. Following the acquisition of MLC Hong Kong
in May 2006 and strong organic growth, AXA is now number four for inforce premiums and for new business.3
Property & Casualty
France.After 5 consecutive years of accelerated growth from 1999 (2%) until 2003 (8%), the market’s premium growth
reduced slightly to 4% in 2004, 2% in 2005 and an estimated 2% in 2006. Household is expected to grow by 4.5%
(+5% in 2005) whereas the market should stay flat in Motor. In the Property & Casualty market, AXA is a leading player
in the market4.
United Kingdom and Ireland.The U.K. market continued to be soft, causing difficult underwriting conditions
throughout the market. This has made rating increases and the retention of business difficult. Within Personal Lines,
Household and Healthcare have shown significant growth largely due to new business deals. Commercial Lines have
seen lower growth due to the ongoing competitiveness in acquiring new business contracts. In Ireland, the Motor
market also remained soft with intense competition leading to a fall in average premium.
Germany.In the first nine months of 2006, total business in the market decreased by 1.3% (to€44.1 billion). Due to this, the combined ratio in Property & Casualty is expected to increase to 94%. In motor lines, an intensive price competition went on, initiated by the big players to keep or regain market share. Therefore, in these lines, gross written premiums decreased by 4.0% to€19.2 billion in the first nine months of 2006. Despite the fact that relatively high claims ratio increases in industrial property lines (but still keeping combined ratios below 100%), the gross written premiums decreased by 3.1% (in the first nine months of 2006). The number of contracts is expected to remain s table in 2006 compared to previous year. Regarding retail dominated non-motor lines, volume increased by only 0.8% in the first nine months of 2006 as penetration is already high. However, the gross written premiums for these lines increased in a range from -4.2% (assistance) to 3.3% (accident) in the first nine months of 2006. In the P&C market AXA ranks eighth with a market share above 4%5.
Belgium.The Property & Casualty market 2006 growth rate was fuelled by the introduction of the natural peril
coverage. The motor market which represents 34% of total Property & Casualty market should grow by 1.3% while
household premiums should rise by 5.9% (natural peril). The Workers’ compensation market should confirm its growth
(1) Third quarter 2006, year-on-year % change in real terms.
(2) OCI, September 2006, combining HSBC and Hang Seng (given common ownership). Market statistics must be used with caution, they are
not sanctioned or audited and comparisons with previous years do not fully reflect the true trends in the market place.
(3) 3rd quarter 2006, year-on-year % change in real terms.
(4) Source: AXA.
(5) Derived from the nine months ended September 30, 2006 figures.
71
pace in 2006 with 3.6% (vs. 3.0% in 2005). In Property & Casualty Corporate, increased competition leads to pressure
on average premiums. This is particularly true in Workers Compensation, Household and Motor. AXA continued to rank
first in the market.
Southern Europe.InSpain,sales in motor car industry reached successive record levels over past years, even though a recent slowdown of the growth is noticeable. This has helped to develop comprehensive motor insurance market as well as insurance solutions for renting. The on-going development of non-motor insurance lines, such as household, private health cover, accidents, compensated the lower growth in motor. In Italy, market 2006 forecast in P&C1shows a +2.7% gross written premiums increase (motor +1%, property +5%, health +6,6%). InPortugal,insurance activity has been facing an unfavorable economic environment. The Portuguese economy has passed through a declining trend in the recent years, resulting in a recession in 2003. Since then, the recovery seems fragile. The new relevant legislation on clams handling, premium collection, agents’ law or discrimination against disease or deficiency should have significant impacts on insurance activity. In Spain, AXA is placed as third market player, inItaly,AXA is ranked ninth in the market, and in Portugal, AXA is ranked second with a 9% market share, after the integration of Seguro Directo, purchased at the end of 2005.
International Insurance
AXA Corporate Solutions is the AXA Group subsidiary dedicated to Property & Casualty insurance of major European
companies, and to Aviation and Marine insurance worldwide. After several years of rate increases and restructuring of
large corporate insurance programs, underwriting conditions on large risks insurance market softened in 2005 and
2006. In 2006, this trend was also fuelled by an absence of major natural disasters. In Property & Casualty insurance,
AXA Corporate Solutions revenues grew significantly in 2006. AXA Corporate Solutions pursued its development in
property insurance business targeting risk managed accounts on selected industry sectors. Growth in revenues was
also due to the development of construction insurance. In marine and aviation, one-off elements and negative currency
impacts explained a decrease in revenues in 2006 after a significant increase in 2005. Despite recent pressure on price,
g rowth outlook remained positive considering an ongoing increase in air traffic worldwide and a booming shipping
industry, particularly in Asia. AXA Corporate Solutions is among the top five large corporate risk insurers in Europe.
Assetmanagement2
In 2006, total long-term stock, bond and hybrid fund net inflows were $226 billion for 2006, compared with $192 billion
for 20053. Specifically, stock net inflows increased by 16% and bond net inflows increased by 95% reflecting the
continuing demand for retirement savings products such as life-style funds, asset allocation funds, and target maturity
funds. The strong performance of funds investing in foreign stocks and the depreciation of the dollar also continued to
attract strong demand for U.S. stock funds investing abroad. In addition, strong market appreciation of +13.6% for the
S&P 500 U.S. Equity Index, +13.5% for the MSCI World Equity Index and +15.9% for the MSCI Europe Index increased
assets under management. Favorable demographics continue to support industry expansion as financial advisors and
planners continue to recommend mutual funds as the primary investment vehicle for retirement plans. A growing theme
among investors is to focus on products with income distribution characteristics.
(1) Source: ANIA.
(2) Please note that the numbers quoted for the market data are derived from the nine months ended September 30, 2006 figures.
(3) Source: AXA.
72
MARKET CONDITIONS
IN 2006
Financial markets
The major stock markets ended the year on an positive note. The equity markets posted double digit growth in 2006,
for the fourth year in a row, and fixed-income securities turned in slightly positive performances in the year. The global
economy slowed down, but it remained robust nonetheless, driven both by the United States and the emerging
countries, especially China, which has once again posted gross domestic product growth in excess of 10% in 2006.
In the United States, growth slowed down slightly in 2006, to around 3.3%, while the Euro zone saw a marked
improvement in its economic situation during the year. Against this backdrop, monetary policies played a key role in
2006 with most of the world’s countries embarking on a course of monetary tightening in 2006. The European Central
Bank continued to harden its policy stance gradually, taking the repurchase rate from 2.25% in the early part of the year
to 3.5% in December. In the United Kingdom, the Bank of England adjusted its policy twice, bringing the base rate to
5% in November. Japan ended its policy of 0% interest rates in July, raising its intervention rate to 0.25%, marking the
beginning of the process to normalize its monetary policy.
Stock Markets
Throughout the year, the Dow Jones advanced by 16.3%, the S&P 500 by 13.6%, the NASDAQ by 9.5%, the Stoxx 50
by 11.3%, the DAX by 23.1%, the CAC by 18.9%, and the FTSE by 11.6%. The Nikkei was the biggest disappointment
in 2006, gaining a mere 5%, after having advanced by 40% in 2005. Equity markets in emerging countries posted good
performances in general, with China (+83%), Argentina (+67%) and Russia (+56%) standing out.
Bond markets
The 10-year Treasuries climbed during the first part of the year, reaching as high as 5.25% before falling as the economy
began to lose steam and the Fed ended its round of monetary tightening. Overall, government bonds performed in
barely positive territory, with a marked outperformance of the United States. The performance of indexed bonds was
comparable to that of nominals. On the credit side, sustained growth, low volatility, solid credit quality and buoyant
technical elements helped to boost corporate bonds, which ended the year up by 5% on average.
Exchange rates
Compared to December 31, 2005, the U.S. dollar lost nearly 12% against the Euro (Closing exchange rate moved from
$1.18 at the end of 2005 to $1.32 at the end of December 2006). The same was true for the yen at September 2006
but to a lesser extent (Closing exchange rate moved from 136.3 yen at the end of September 2005 used for Full Year
accounts to 149.3 yens at the end of September 2006).
73
On an average rate basis, the U.S. dollar lost 1% against the Euro (from $1.25 over 2005 to $1.26 over 2006), whereas
the yen lost 5% against the Euro at September 2006 (from 136.3 yens for the twelve months to September 2005 used
for Full Year accounts to 142.9 for the twelve months to September 2006).
For information purposes and in respect of AXA’s principal non-Euro-based operations, the analysis below provides an
indication of the impact of foreign currency fluctuations on gross revenues’ growth.
U.S.$ | British Pound | Japanese yen | |||||
For operations denominated in: | |||||||
Gross revenues growth in original currency (2006 vs. 2005) | 12.8% | 32.3% | 11.6% | ||||
Foreign exchange impact | (1.0%) | 0.5% | (5.2%) | ||||
Gross revenues as reported in Euro | 11.8% | 32.8% | 6.4% |
In addition, AXA provides on a regular basis certain period-to-period comparisons calculated on acomparable basis
to eliminate the effects of changes in foreign exchange rates as described above and changes in AXA’s scope of
consolidation to eliminate the results of acquisitions, disposals and business transfers(constant structural basis)and
of changes in accounting principles(constant methodological basis),in one of the two periods being compared.
Additional information about the impact of foreign currency fluctuation on shareholders’ equity is provided in note 13 to
the Consolidated Financial Statements, in Item 18 of this Annual Report.
DECEMBER 31, 2006
OPERATING HIGHLIGHTS
Main events
Executive summary
AXA’s key businesses continued to record strong operating performances while maintaining their growth potential.
- Life & Savingsperformed well across the Group, with consolidated gross revenues increasing by 12% to€50.5 billion,
and net income up 23% to€2,957 million due to improved results from almost all countries.
- Property & Casualtyrevenues were up 5% to€19.8 billion, and the combined ratio improved by 0.8 point to
96.9%. Net income reached€1,977 million, up 14% as compared to 2005, due to improved results in almost all
countries.
74
- International Insurancenet income was up€60 million in spite of a 3% decrease in revenues (in the context of
the disposal of AXA RE’s business on December 21, 2006 with the risks and corresponding net income related to
2006 claims experience accruing to the buyer), including notably a€66 million net gain on the sale of AXA RE’s
business.
- Asset Managementrevenues were up 28% to€4.4 billion (net of intercompany eliminations), benefiting from good
performances at both AllianceBernstein and AXA Investment Managers, with net income up 48% to€610 million.
Significant acquisitions and disposals
Acquisitions
AXA Canada announced on November 29, 2005, that it had entered into an agreement to buy Winterthur Canada
Financial Corporation, whose main asset wasThe Citadel General Assurance Company (“Citadel”).The
acquisition was financed internally by the AXA Group. The transaction closed in March 2006. The purchase price
amounted to€221 million, and the related goodwill to€99 million.
On May 8, 2006, AXA Asia Pacific Holdings announced it had completed the acquisition ofMLC Hong Kongand
MLC Indonesia.Each of the two purchases was subject to regulatory approval. Approvals were obtained for both
purchases and completion occurred on terms consistent with AXA APH’s February 21, 2006 announcement of the
proposed purchase. The purchase price amounted to€340 million. Related intangibles amounted to€309 million, of
which€115 million of goodwill and€194 million of Value of Business in Force (net of tax).
On May 15, 2006, AXA announcedthe squeeze-out of the minority shareholders of its Germansubsidiary AXA
Konzern AG, whereby it would acquire the 3.2% of AXA Konzern shares it did not already own at a price of€134.54
per ordinary share and preference share. The resolution of the squeeze-out was approved at the annual general
meeting of AXA Konzern on July 20, 2006.
As announced on December 21, 2005, AXA made a voluntary public offer between January 9, 2006 and February 27,
2006 to purchase the minority shares of its German subsidiary AXA Konzern AG (“AXA Konzern”) from minority
shareholders at a price of€129.30 per ordinary and preference share. AXA reached a direct and indirect holding of
96.8% of the share capital of AXA Konzern as of the end of the offer period, thereby exceeding the 95% threshold that
is a condition to launching a minority squeeze-out. Under the terms of the voluntary public offer, shareholders who
tendered their shares to AXA at€129.30 per share during the offer period would also benefit from the higher squeeze-out price of€134.54 per share provided that the squeeze-out transaction is registered before December 31, 2007. At
the end of December, the corresponding ownership rate of the Group in the German subsidiaries amounted to 96.84%
generating an additional goodwill of€92 million.
AXA also launched a squeeze-out of the 0.44% minority shareholding in Kölnische Verwaltungs-Aktiengesellschaft für
Versicherungswerte AG(“KVAG”)at a price of€2,042.01 per ordinary share. The principal asset of KVAG was a 25.6%
stake in AXA Konzern’s share capital. The resolution of the squeeze-out was endorsed at the annual general meeting
of KVAG, held on July 21, 2006. The total investment to reach a 100% ownership in both AXA Konzern and KVAG
starting from the situation as at January 1, 2006 amounted to€309 million. A part of this amount remained to be paid
in 2007 as the registration of the squeeze-out is subject to various procedures according to German law.
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In order to further streamline the organization in Germany, AXA Konzern launched in parallel the squeeze-out of the
minority shareholders of its listed life insurance subsidiaries. Upon the completion of these transactions, AXA would own
directly or indirectly 100% of all its German subsidiaries.
AXA announced on June 14, 2006 that it had entered into a definitive agreement with Crédit Suisse Group under which
AXA would acquire 100% ofWinterthurfor CHF12.3 billion (€7.9 billion) to be paid in cash.
In addition, AXA refinanced CHF1.1 billion (€0.7 billion) of internal loans redeemed to Crédit Suisse as of the closing date.
Winterthur’s operations complement and strengthen AXA’s distribution channels and product range, while further
increasing AXA’s geographic diversification, by both strengthening its European franchise and increasing its presence
in high growth markets.
AXA secured the total financing of the acquisition of Winterthur through:
-€4.1 billion capital increase resulting in the issue of 208,265,897 new shares (see Capital operations below for more
details),
-€3.8 billion of perpetual deeply subordinated note issues (see Capital Operations below for more details), and
-€0.7 billion financed through internal resources.
On December 22, 2006, AXA received all necessary regulatory approvals and consequently closed the acquisition of
Winterthur.
On December 22, 2006, AXA Asia Pacific Holdings (AXA APH) reached an agreement with AXA SA to acquire
Winterthur Life Hong Kong Limited(WLHK). This followed the announcement of the completion of AXA SA's
acquisition of the Winterthur Group from Crédit Suisse. AXA APH will acquire WLHK for consideration in the range of
HK$1.7 billion to HK$2.4 billion ($AUD 278 million to $AUD 393 million). HK$1.9 billion ($AUD 311 million) will be
payable on completion. This amount will be subject to an adjustment based on the future performance of the business
measured in 2009. AXA APH obtained shareholder approval for this acquisition at the annual general meeting in 2007
and the transaction was completed in Q2, 2007. In addition, AXA APH has declined the opportunity to acquire
Winterthur’s Indonesian life insurance operations and Japanese operations.
On October 16, AXA entered into an agreement with Alpha Bank to acquire its insurance subsidiaryAlpha Insurance
for€255 million. AXA and Alpha Bank signed a long-term exclusive agreement to pursue and strengthen the existing
bancassurance partnership. Alpha Insurance is one of the top ten composite insurers on the Greek market with solid
positions on profitable segments and a strong distribution network. Alpha Insurance recorded revenues of€151 million
in 2005. It will be integrated to AXA’s Mediterranean Region platform. This transaction was completed in Q1, 2007,
following receipt of all required regulatory approvals.
On October 23, AXA U.K. announced that it has reached agreement with the Board and two main institutional
shareholders ofThinc Destinito acquire the entire share capital of Thinc Destini. AXA UK will be acquiring Thinc
Destini using a newly created company, Advisory Services Limited (“ASL”). Under the terms of the agreement with
the two main institutional shareholders and the offer, the shareholders of Thinc Destini will share up to £70 million
based primarily on the financial performance of the business during 2009. The maximum amount is subject to
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certain deductions as detailed in the terms of the offer. AXA UK has also agreed to fund the repayment of Thinc
Destini’s existing indebtedness, which arose primarily from Thinc Destini’s acquisition of a number of IFA
businesses, and provide further working capital to the Thinc Destini Group, up to an aggregate amount of
£30 million. The transaction, which was subject to the satisfaction or waiver of certain conditions, including the
Offer being accepted by Thinc Destini ordinary shareholders holding at least 90% of the issued Thinc Destini
ordinary shares, closed on November 10, 2006.
On December 14, 2006, ONA and AXA entered into an agreement for the buy-out ofONA’s 49% share in the capital
of AXA-ONA (the holding company of AXA Assurance Morocco). The transaction value of AXA-ONA (MAD 6.382 billion
- revised value,€573 million with December 31, 2006 exchange rate - for 100% of its share capital) will be financed
locally. This agreement is an opportunity for AXA Assurance Morocco to reinforce its integration in the AXA Group.
Closing of this transaction is subject to regulatory approvals. Upon its completion, AXA Assurance Morocco will be
100% controlled by AXA. As at December 31, 2006, AXA’s ownership interest and voting right percentages in AXA
Assurance Morocco are both 51%. The transaction closed on March 19, 2007.
Disposals
AXA initiated in 2006 a strategic review regarding the future of its reinsurance activity, which was underwritten by
AXA REand reported in the “International Insurance” segment. Following the receipt of a binding offer on April 6, 2006
and consultation with the relevant workers’ councils, AXA announced on June 6, 2006 the signing of a definitive
agreement to cede the business of AXA RE to Paris Re Holdings Limited.
On December 21, 2006, AXA completed the cession of AXA RE’s business to Paris Re Holdings, in which AXA took a
3.4% stake. Under the terms of the agreement, the business of AXA RE has been ceded to Paris Re Holdings, with the
risks and corresponding net income related to AXA RE’s 2006 claims experience accruing to Paris Re Holdings. This
transaction generated a capital gain of€66 million net of tax on the business ceded. AXA guarantees the reserves
pertaining to losses incurred on or before December 31, 2005. Starting with the 2006 accounts, the accounting results
of AXA RE accruing to the AXA Group will mainly comprise the impact of the loss reserve developments on the
corresponding pre-2006 run-off portfolio and will be reported in the Other International Insurance segment.
Capital and financing operations
Capital operations
During the first semester of 2006, AXA pursued itsshare purchase programto control dilution arising from the 2005
share-based compensation and employee shareplan program and purchased 12.7 million shares for a total amount of
€0.35 billion.
AXA announced on July 11, 2006 the completion of a€4.1 billioncapital increase(1 new share for 9 previously held
at a price of 19.8 euros per share) to finance part of the Winterthur acquisition, resulting in the issue of 208,265,897
new shares. The settlement and listing of the new shares on the Eurolist market of Euronext Paris took place on July 13,
2006. The new shares are eligible for any future dividend distributions, including the dividend paid in 2007 in respect of
fiscal year 2006 earnings.
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As part of the financing of the acquisition of Winterthur, AXA issued on July 6, 2006,a triple tranche Euro and
Sterling perpetual deeply subordinated notesfor a total amount of approximately€2.2 billion, of which€1 billion
for the Euro Perpetual Non-Call 10 year tranche (issued at a spread of 150 bps over Euribor), GBP 500 million for the
Sterling Perpetual Non-Call 10 year tranche (issued at 150 bps over Libor) and GBP 350 million for the Sterling
Perpetual Non-Call 20 year tranche (spread of 175 bps over Libor). AXA also placed in October 2006 a triple tranche
Australian perpetual deeply subordinated note issuefor a total amount of $AUD 750 million (approximately€0.5 billion).
On December 11, 2006, AXA priced a two-trancheU.S.$ perpetual deeply subordinated note issuefor a total
amount of U.S.$1.5 billion (approximately€1.1 billion) of which U.S.$750 million was for the U.S. dollar Perpetual
Deeply Subordinated Non-Call 12 year tranche and U.S.$750 million was for the U.S. dollar Perpetual Deeply
Subordinated Non-Call 30 year tranche.
For several years, the AXA Group has been offering to its employees in and outside of France, the opportunity to
subscribe for shares issued by way of a capital increase reserved for employees. In 2006, employees invested a total
of€375 million leading to a total issuance of 15.5 million newly issued shares. Employee shareholders represented
approximately 4.98% of the outstanding share capital as of the end of 2006.
Financing operations
In 2006, in order to further protect the Group net assets denominated in U.S. dollars, AXA implemented a U.S.$ 2 billion
foreign exchange hedge, at an average rate€/$ of 1.25. In total, U.S.$11.1 billion of group net assets are hedged at
an average rate of€/$ 1.17.
At June 30, 2006, in order to hedge the acquisition price of Winterthur, AXA implemented foreign exchange forwards
denominated in Swiss francs for CHF7.3 billion.
Hedging
Information about the hedging policy relating mainly to interest rates and foreign currency fluctuations is provided in
Item 11 and in notes 4 and 19 of the Consolidated Financial Statements included in Item 18 of this Annual Report.
Other operations
On November 13, 2006, AXA completed its firstmortality risk securitization transactionby the implementation
through a special purpose vehicle, “OSIRIS Capital plc”, of a€1 billion shelf program in order to transfer mortality risk
to the capital markets. This shelf program is a flexible and efficient structure to diversify sources of cover for the Group’s
mortality risk exposure by benefiting from the broad capacity of capital markets. In this framework, AXA announced the
placement of notes indexed to mortality levels in France (60% of the combined index), Japan (25%) and the United
States (15%), for a total amount of circa€345 million in four different tranches rated AAA, A-, BBB, BB+.
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EVENTS SUBSEQUENT
TO DECEMBER 31, 2006
Sale of Winterthur’s U.S. operations
On January 4, 2007, AXA reached an agreement with QBE Insurance Group for the sale ofWinterthur’s U.S.
operationsfor US$1,156 million (€920 million taking into account hedges put in place by AXA for this transaction at
1 Euro = 1.26 US$), and successfully completed the sale on May 31, 2007.
In addition, Winterthur U.S. repaid US$636 million, of which US$79 million had already been repaid in Q4 2006
(€506 million taking into account hedges put in place by AXA for this transaction at 1 Euro = 1.26 US$) of inter-
company loans to Winterthur Group. This transaction follows AXA’s decision to put Winterthur U.S. operations under
strategic review, as initially announced on June 14, 2006.
Elimination of the potential dilutive impact of the 2014 and
2017 convertible bonds
On January 11, 2007, meetings of holders ofAXA’s 2014 and 2017 convertible bondswere held to vote on an
amendment of the final conversion dates of the bonds to January 26, 2007 in exchange for a cash payment in respect
of the value of the conversion option.
The meeting of holders of the 2014 convertible bonds approved the amendment. Consequently, holders who did not
convert their bonds by January 26, 2007, received€16.23 per bond on January 31, 2007.
The meeting of holders of the 2017 convertible bonds did not approve the amendment. Consequently, to fully neutralize
the dilutive impact of the 2017 convertible bonds, AXA has purchased from a banking counterparty, for a total cash
amount equivalent to the payment proposed to bondholders, call options on the AXA share with an automatic exercise
feature. This feature is such that one option is automatically exercised upon each conversion of a convertible bond.
Consequently, each issuance of a new share resulting from the conversion of the bond will be offset by the delivery by
the bank to AXA (and subsequent cancellation) of an AXA share; the issuance of a share in respect of the conversion
of the bond and the cancellation by AXA of the AXA share received will offset each other.
As a result of this transaction, there will no longer be a change to the outstanding number of AXA shares created by
the convertible bond conversion.
For AXA shareholders, these transactions resulted in the elimination, from an economic point of view, of the potential
dilutive impact of the 2014 and 2017 convertible bonds (i.e. a maximum of 65.8 million shares). The total cash
consideration paid by AXA amounts to€245 million.
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Acquisition of insurance brokers Stuart Alexander and
Layton Blackham
On January 12, 2007, AXA U.K. announced that it had reached agreement withinsurance brokers Stuart Alexander
and Layton Blackhamto acquire both businesses. AXA U.K. will be acquiring both firms through its subsidiary
Venture Preference Ltd which already owned 38.9% of Layton Blackham. The two companies are to be combined and
will have considerable autonomy to develop the business and will maintain independent broking status. Quality
accounts with current insurers will be maintained and grown. The total cash consideration paid for 61.1% of Layton
Blackham and 100% of Stuart Alexander amounts to £58.5 million.
Acquisition of Swiftcover
On February 7, 2007, AXA U.K. announced that it was to acquire the U.K’s only 100% online insurer,Swiftcover,
jointly owned by international insurer Primary Group and Swiftcover’s management. The transaction, that was subject to the
satisfaction or waiver of certain conditions including regulatory approval, closed on March 22, 2007. Swiftcover is a business on the U.K. personal
direct market, with net inflows of 120,000 policies in 2006. The upfront cash consideration for Swiftcover amounts to
£75 million, with an additional potential earn-out of £195 million maximum over the next 4 years, based on policy
volume and combined ratio level.
Acquisition of AllianceBernstein Units
In connection withAllianceBernstein’s acquisition of the business of SCB Inc., formerly known as Sanford C. Bernstein,
Inc., in 2000, AXA Financial Inc. entered into a purchase agreement under which certain former shareholders of Sanford
Bernstein have the right to sell (“Put”) to AXA Financial, subject to certain restrictions set forth in the agreement, limited
partnership interests in AllianceBernstein L.P. (“AllianceBernstein Units”) issued at the time of the acquisition.
As of the end of 2006, AXA Financial, either directly or indirectly through wholly owned subsidiaries, had acquired a
total of 24.5 million AllianceBernstein Units for an aggregate price of approximately $885.4 million through several
purchases made pursuant to the Put. AXA Financial completed the purchase of another tranche of 8.16 million
AllianceBernstein Units pursuant to the Put on February 23, 2007 for a total price of approximately $746 million. This
purchase increased the consolidated economic interest of AXA Financial, Inc. and its subsidiaries in AllianceBernstein
LP. by approximately 3% from 60.3% to 63.3%.
Acquisition of a 75% stake in Kyobo Auto
On March 16, 2007, AXA reached an agreement withKyoboLife to acquire its 75% stake in Kyobo Auto which has a
leading position in the South Korean direct motor insurance market with revenues of KRW 346 billion (€278 million) and
a market share above 30%. Following this acquisition, the AXA Group will serve over 2 million clients through its direct
distribution P&C operations worldwide. Completion of this transaction, that was subject to local regulatory approvals,
occured on May 22, 2007.
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Acquisition of ELLA
On March 17, 2007, AXA Holdings Belgium SA reached an agreement with ELLA Holdings S.A. and its main
shareholder Royalton Capital Investors to acquire 100% of the Hungarian retail bankELLAand its affiliates. Originally
specialized in on-line banking and today the fastest growing bank in Hungary, ELLA is the 6th largest supplier of
mortgage loans in the country with total assets of€375 million. The combination of AXA Hungary’s operations, the 5th
largest company in the pensions market, with those of ELLA Bank shall duplicate the successful business model of
AXA in Belgium. Completion of this operation is subject to required regulatory approvals.
Partnership with BMPS
On March 23, 2007,AXA and BMPSreached an agreement for the establishment of a long-term strategic partnership
in life and non-life bancassurance as well as pensions business. AXA will acquire:
- 50% of MPS Vita (life and savings) and MPS Danni (P&C);
- 50% of BMPS open pension funds business;
-management of insurance companies’ assets (€13 billion as of year-end 2006) and open pension funds assets
(€0.3 billion as of year-end 2006).
The partnership will be a platform for developing AXA’s and BMPS’s operations in the Italian bancassurance and
pensions market including any new distribution channel. The objective of the transaction is to further strengthen and
consolidate the competitive position of the joint operations in life and non-life bancassurance and increase their
profitability by: i) leveraging AXA specific know-how to capture fully the growth potential and develop a leading position
in the Italian pensions market and ii) fully exploiting the potential of BMPS’s franchise, improving the product and service
offer, and achieving higher efficiency and commercial effectiveness.
Total cash consideration to be paid by AXA in this transaction is€1,150 million and will be financed with internal
resources. The closing of the transaction is subject to regulatory approvals.
Acquisition of broking firm SMART & COOK
On April 23, 2007, AXA U.K. announced the acquisition of leading independent commercial broker,Smart & Cook.
The purchase of Smart & Cook completed a trio of acquisitions in recent months by AXA as it realised a strategic intent
to become a national force in commercial broking.
AXA U.K. bought the entire share capital of Smart & Cook through its subsidiary Venture Preference Ltd, (VPL) which
also houses recently acquired Stuart Alexander and Layton Blackham, purchased in January 2007.
The three companies will operate under the same structure, retaining independent broking status. The enlarged
business will operate from 40 offices employing some 1,200 people.
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2006 Dividend
At the general meeting of shareholders of AXA held on May 14, 2007, the shareholders approved a dividend in respect
of 2006 of€1.06 per ordinary share, or€2,218 million in the aggregate, based on the number of shares outstanding
at December 31, 2006. The approved dividend was paid on May 21, 2007.
Sale of AXA's Dutch operations
On June 4, 2007, AXA announced that it has entered into a memorandum of understanding with SNS Reaal with a view
to finalizing discussions on the sale of its principal Dutch insurance operations, comprising 100% of AXA Netherlands,
Winterthur Netherlands and DBV Netherlands, for a total cash consideration of€1,750 million, after consultation with
trade unions and workers’ councils.
AXA contemplates exiting the Dutch insurance market given the limited possibilities to reach a leading position through
organic growth in the foreseeable future as this market is highly competitive and dominated by large local players.
AXA’s Dutch operations concerned by this proposed transaction will be treated as discontinued operations (held for
sale) in AXA’s 2007 consolidated financial statements. As a consequence, their earnings until closing will be
accounted for in net income. Their sale should generate an exceptional capital gain of approximately€400 million,
which will also be accounted for in 2007 net income.
A further announcement will be made upon execution of definitive transaction documents following completion of
required consultations with trade unions and workers’ councils. The parties contemplate that the definitive transaction
documents will include customary closing conditions for a transaction of this type including receipt of customary
regulatory approvals and expect the transaction to close before year-end 2007.
Partnership with BNPP in Ukraine
On June 8, 2007, AXA and BNP Paribas announced they had reached an agreement for the establishment of a
partnership on the Ukrainian property & casualty insurance market. AXA will acquire from BNP Paribas’ subsidiary
UkrSibbank, a 50% stake in its insurance subsidiary: Ukrainian Insurance Alliance (UIA). AXA will have management
control of the joint company, which will benefit from an exclusive bancassurance distribution agreement with
UkrSibbank for an initial period of 10 years.
UIA sells mostly individual motor and property insurance through UkrSibbank’s 1000 branches.
The Ukrainian insurance industry is still very fragmented with top 10 players, including UIA, controlling just above 40% of
the market. It enjoys very strong growth potential, with 47 million inhabitants and a very low penetration rate. Completion
of the transaction is subject to customary regulatory approvals and is expected to take place before year-end 2007.
This new partnership will allow AXA and BNP Paribas to grow faster in the promising property & casualty Ukrainian
market. This deal mirrors AXA and BNP Paribas’ profitable partnership on the French property & casualty market.
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CRITICAL
ACCOUNTING POLICIES
The accounting principles used in the preparation of the consolidated financial statements in accordance with IFRS are
set out in note 1 in the notes to the consolidated financial statements in Item 18 of this Annual Report. The notes to
the consolidated financial statements also contain a summary of (i) material differences in accounting policies between
IFRS and U.S. GAAP in note 31 and, (ii) new adopted and issued accounting pronouncements under U.S. GAAP.
Certain of AXA’s accounting policies under IFRS and U.S. GAAP require the use of estimates and assumptions that may
involve a degree of judgment that affects amounts reported in AXA’s consolidated financial statements. Management
applies judgment for complex transactions that may require estimates about matters that are inherently uncertain.
These estimates may be based on historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Consequently, actual experience or current estimates could differ significantly
from the previous estimates due to changes in assumptions and financial market or, economic or other conditions.
Such differences would be reflected in the financial statements (when appropriate) and could impact AXA’s financial
results and conditions. These estimates and related judgments are common in the insurance and financial services
industri es.
The accounting policies that are deemed critical to AXA’s operational results of operations and financial position, in
terms of materiality and the degree of judgment and estimation involved, are summarized below. The statements below
contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act. See “Special
Note Regarding Forward-looking Statements” included in the beginning of this Annual Report.
Scope of consolidation
Under IFRS, the scope of consolidation includes AXA SA and its subsidiaries, associates and investments in joint
ventures (see note 1 to the consolidated financial statements included in Item 18 in this Annual Report). The existence
and effect of potential voting rights that are currently exercisable or convertible are also considered when assessing
whether AXA controls another entity.
Entities that are controlled in substance even without any ownership interest are also consolidated. In this regard, the
determination of the scope of consolidation implies some elements of judgment.
Under IFRS, the consolidation is based on the level of control, and the consolidation methods are:
– the full consolidation method if AXA exercises an exclusive control;
– the proportionate method if AXA exercises a joint control;
– the equity method if AXA exercises a significant long-term influence.
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Under the U.S. GAAP “voting interest model”, consolidation is based on whether AXA has a majority interest based on
voting rights (directly or indirectly held) of more than 50%. In addition and in respect of variable interest entities, even
though AXA may not hold more than 50% of the voting rights of the entity, AXA may be deemed to be the primary
beneficiary and, therefore, may be required to consolidate such investment vehicles under the U.S. GAAP “variable
interest model”. The accounting rules for the determination of the primary beneficiary are complex and require specific
evaluation of the contractual rights and obligations associated with each party involved in the entity, an estimate of the
entity’s expected losses and expected residual returns and the allocation of such estimates to each party.
Goodwill
The goodwill represents the excess of the cost of acquisition over the net fair value of the assets, liabilities and contingent liabilities acquired and is recorded as an asset on the balance sheet. It is considered to have indefinite useful life and is, therefore, not amortized. AXA reviews goodwill when there is an indication that an impairment may have taken place, or at a minimum on an annual basis. A multi-criterion analysis is used in order to determine if there are significant adverse changes (parameters include value of assets, future operating profits, market share). The possibility of an impairment can be derived from any events or changes in circumstances that indicate that the carrying amount of goodwill may not be recoverable. Therefore, there is an element of judgment involved in (i) evaluating when the indication of an impairment is significant enough to require a full test to be undertaken, and (ii) determining the fair value to b e used to assess recoverability of the carrying value. The valuation techniques include market quotations and expected discounted cash flows taking into account the current shareholder net asset value plus future profitability on business in-force and profitability value on future new business. As of December 31, 2006, the goodwill asset impairment test did not indicate a need for impairment.
However, future tests may be based upon different assumptions and market/economic conditions, which may or may
not result in impairment of this asset in future periods. In addition, changes in market, economic or other conditions
may affect the value of goodwill. Should an impairment occur, any loss could materially reduce the value of the goodwill
asset with a corresponding charge recorded against income. An impairment of goodwill is not reversible.
Investments
AXA’s principal investments for its insurance related assets are primarily in fixed maturity and equity securities. Under
IFRS and U.S. GAAP, these securities are carried at fair value or amortized cost unless there is a need for impairment.
Under IFRS, investments are classified in the following categories depending on the intention and ability to hold the
invested assets:
– assets held to maturity, accounted for at amortized cost;
– loans and receivables accounted for at amortized cost;
– trading assets and assets designated (option) at fair value with change in fair value through profit and loss, the latter
referred to as the “fair value option”;
– available for sale assets accounted for at fair value with changes in fair value in shareholders’ equity.
Under U.S. GAAP, the “fair value option” is introduced by Statement No. 159 “The Fair Value Option for Financial Assets
and Financial Liabilities – Including an amendment of FASB Statement No. 115” and was not yet effective for AXA as
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at December 31, 2006. Therefore, the assets designated under the fair value option under IFRS continue to be
classified into other categories for U.S. GAAP purposes.
AXA’s investment portfolio includes non-publicly traded investments, such as venture capital investments, private equity limited partnerships, joint ventures, other limited partnerships, and certain fixed income securities. Certain venture capital investments that are controlled by AXA are consolidated in the Company’s financial statements. The Company uses the equity method of accounting for joint ventures, for certain limited partnerships and certain private equity securities. In some cases, the basis for measuring fair value may require the utilization of investment valuation methodologies, such as discounted cash flows analysis or models based on observable market data, if quoted market prices are not readily available. Approximately 16% of AXA’s total financial investments and loans represented unquoted financial assets at December 31, 2006.
Non-publicly traded securities are valued based on factors such as management judgment, recent financial information
and other market data. An impairment loss is recognized if, based on the specific facts and circumstances, it is
probable that the Company will not be able to recover all of the cost of an individual holding.
Under IFRS and U.S. GAAP, AXA assesses at each balance sheet date whether there is objective evidence that a
financial asset or a group of financial assets is impaired. The assessment is based on a security-by-security evaluation
and will depend on, but is not be limited to:
(i) the length of time or the extent to which an unrealized loss position exists,
(ii) whether the issuer has been experiencing significant financial difficulties, and
(iii) factors specific to an industry sector or sub-sector.
The level of impairment losses can be expected to increase when economic conditions worsen and decrease when
economic conditions improve.
For equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security
below its cost is considered in determining whether the securities are impaired. That is the case for equity securities
with unrealized losses for a continuous period of 6 months or more prior to the closing date or higher than 20% of the
carrying value at the closing date. If any such evidence exists for available for sale financial assets, the cumulative loss
– measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that
financial asset previously recognized in the income statement – is removed from shareholders’ equity and recognized
in the income statement. Impairment losses recognized in the income statement on equity instruments are not reversed
through the income statement until the asset is sold or derecognized.
For debt securities classified as held to maturity or available for sale, the impairment test related to a credit event is performed at the individual level with a subsequent collective assessment for groups of assets with similar risks. If the test indicates that there is objective evidence that the cost may not be recovered, the debt security needs to be impaired. In this case, the charge recorded in the income statement is calculated based on the current market value, representing the difference between the market value and the recorded value of the instrument (less any impairment loss on that asset previously recognized). Under IFRS, the impairment charge for debt securities is reversible in future periods. If the identified risk is eliminated or improves, the valuation allowance may be reversed with the amount of the reversal recognized in the income statement.
Impairment measurement of loans is based on the present value of expected future cash flows, discounted at the loan’s
effective interest rate, on the loan’s observable market price or the fair value of the collateral if the loan is collateral-dependent.
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Under U.S. GAAP, reversals of impairment charges are not permitted on financial instruments.
In general, assessing an issuer’s near-term prospects may be difficult and involve some reasonable judgments and
assumptions. The use of and changes to different methodologies and assumptions may have a material effect on AXA’s
consolidated operating results under IFRS and U.S. GAAP.
Investment risk factors
The fair values of the investments are subject to market risks, primarily interest rate, equity price, foreign currency
exchange risks, and credit risk.
Interest Rate Risk
The fair values of AXA’s fixed maturity investments and notes payable and other borrowings will fluctuate in response
to changes in market interest rates. Increases and decreases in prevailing interest rates generally result in decreases
and increases in fair values of those instruments. Fixed interest rate investments may be more sensitive to interest rate
changes than variable rate investments.
The table below presents the exposure of investments sensitive to either fair value or cash flow interest rate risks, with
the indication of whether the potential changes in the interest rate curves would impact the equity or the net income of
the Company, before the effects of hedges in place.
(in Euro billion) | |||||||||||||
Net carrying amount by maturity as at December 31, 2006 | |||||||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | Total net carrying value | ||||||||||
Fixed maturities available for sale | 12 | 58 | 169 | 239 | |||||||||
Fixed maturities at fair value through profit and loss(a) | 2 | 6 | 16 | 24 | |||||||||
Fixed maturities held by controlled investment funds(b) | 16 | 1 | 5 | 22 | |||||||||
Sub-total fixed maturitities | 30 | 65 | 190 | 285 | |||||||||
Loans at amortized cost | 3 | 7 | 14 | 24 | |||||||||
Loans available for sale | – | – | 1 | 1 | |||||||||
Loans at fair value through profit and loss(a) | – | – | – | – | |||||||||
Sub-total loans | 3 | 7 | 15 | 25 | |||||||||
TOTAL – Invested financial assets exposed to fair value interest rate risk | 33 | 72 | 204 | 309 | |||||||||
Fixed maturities available for sale | – | 1 | 7 | 9 | |||||||||
Fixed maturities at fair value through profit and loss(a) | – | 1 | 1 | 1 | |||||||||
Fixed maturities held by controlled investment funds(b) | – | 3 | – | 4 | |||||||||
Sub-total fixed maturitities | – | 5 | 8 | 14 | |||||||||
Loans at amortized cost | 1 | 1 | 2 | 3 | |||||||||
Loans available for sale | – | – | – | – | |||||||||
Loans designated at fair value though profit and loss(a) | – | – | 3 | 3 | |||||||||
Sub-total loans | 1 | 1 | 5 | 7 | |||||||||
TOTAL – Invested financial assets exposed to cash flow interest rate risk | 2 | 6 | 13 | 21 | |||||||||
Total invested financial assets exposed to interest rate risk | 35 | 77 | 218 | 330 | |||||||||
(a) Corresponds to financial assets held for trading purposes and financial assets recognized at fair value through profit and loss. (b) Recognized at fair value through profit and loss. |
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Additionally, fair values of interest rate sensitive instruments may be affected by the credit-worthiness of the issuer,
prepayment options, relative values of alternative investments, the liquidity of the instrument and other general market
conditions. The following table shows the fixed maturity securities by issuer:
(in Euro million) | ||||||||||
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | ||||||||
Fixed maturities of the French State | 28,261 | 29,749 | 31,897 | |||||||
Fixed maturities of Foreign States | 101,929 | 81,364 | 61,849 | |||||||
Fixed maturities of French or Foreign local administration | 7,422 | 2,237 | 7,504 | |||||||
Fixed maturities of the public and semi-public sectors | 45,637 | 36,830 | 29,347 | |||||||
Fixed maturities of the private sector | 101,246 | 77,229 | 67,704 | |||||||
Fixed maturities guaranteed by a mortgage | 11,329 | 7,779 | 12,636 | |||||||
Fixed maturities from other issuers(a) | 2,434 | 5,829 | 4,654 | |||||||
Hedging derivatives and other derivatives | (274) | 36 | 367 | |||||||
FIXED MATURITIES | 297,984 | 241,052 | 215,959 | |||||||
(a) Includes fixed maturity funds. |
Equity Price Risk
The carrying values of investments subject to equity price risk are, in almost all instances, based on quoted market
prices as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized
in the subsequent sale of an investment may differ significantly from the reported market value. Fluctuation in the market
price of a security may result from, among other things, perceived changes in the underlying economic characteristics
of the investee, the relative price of comparable investments and general market conditions.
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The table below presents the exposure of the group to equity price risk and whether the potential fluctuations would
impact the equity or the net income of the Company. Furthermore, amounts realized in the sale of a particular security
may be affected by the relative quantity of the security being sold.
Finance | Services | Energy | ||||||||
Equity securities available for sale | 16,040 | 4,020 | 3,942 | |||||||
Equity securities at fair value through profit and loss | 4,224 | 2,735 | 282 | |||||||
Sub-total: Equity securities held directly | 20,264 | 6,755 | 4,224 | |||||||
Equity securities held by controlled investment funds(a) | 2,324 | 385 | 347 | |||||||
Total Equity securities as at December 31, 2006 | 22,588 | 7,140 | 4,571 |
DECEMBER 31, 2005
Finance | Services | Energy | ||||||||
Equity securities available for sale | 10,034 | 3,055 | 3,214 | |||||||
Equity securities at fair value through profit and loss | 3,383 | 3,530 | 144 | |||||||
Sub-total: Equity securities held directly | 13,417 | 6,585 | 3,359 | |||||||
Equity securities held by controlled investment funds(a) | 3,871 | 691 | 352 | |||||||
Total Equity securities as at December 31, 2005 | 17,288 | 7,276 | 3,710 |
.DECEMBER 31, 2004
Finance | Services | Energy | ||||||||
Equity securities available for sale | 8,092 | 2,375 | 2,211 | |||||||
Equity securities at fair value through profit and loss | 2,892 | 3,544 | 139 | |||||||
Sub-total: Equity securities held directly | 10,983 | 5,919 | 2,350 | |||||||
Equity securities held by controlled investment funds(a) | 2,631 | 709 | 271 | |||||||
Total Equity securities as at December 31, 2004 | 13,615 | 6,628 | 2,621 |
Foreign Currency Exchange Risk
AXA’s market risks associated with changes in foreign currency exchange rates affecting invested assets held by the
Company are concentrated in a limited number of portfolios of bonds and equity securities dominated in foreign
currency. Most of them back policyholders’ liabilities denominated in the same foreign currency. Those for which it
would not be the case are often subject to foreign currency hedges. Therefore, the Company’s exposure to foreign
currency risk is limited.
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(in Euro million) | |||||||||||||||||||||
Communications | Industrial | Consumer goods | Raw Materials | Technology | Other | TOTAL | |||||||||||||||
1,447 | 4,355 | 2,911 | 1,971 | 1,860 | 1,960 | 38,505 | |||||||||||||||
854 | 1,642 | 1,544 | 876 | 300 | 751 | 13,208 | |||||||||||||||
2,300 | 5,997 | 4,455 | 2,847 | 2,160 | 2,711 | 51,713 | |||||||||||||||
97 | 858 | 653 | 393 | 513 | 3,894 | 9,465 | |||||||||||||||
2,398 | 6,856 | 5,108 | 3,240 | 2,672 | 6,605 | 61,178 |
(in Euro million) | ||||||||||||||||||||
Communications | Industrial | Consumer goods | Raw Materials | Technology | Other | TOTAL | ||||||||||||||
1,117 | 3,853 | 1,892 | 1,553 | 1,316 | 2,394 | 28,429 | ||||||||||||||
51 | 511 | 460 | 606 | 226 | 1,986 | 10,897 | ||||||||||||||
1,168 | 4,364 | 2,352 | 2,159 | 1,542 | 4,380 | 39,326 | ||||||||||||||
181 | 376 | 53 | 399 | 315 | 2,126 | 8,364 | ||||||||||||||
1,349 | 4,740 | 2,405 | 2,559 | 1,857 | 6,506 | 47,690 |
(in Euro million) | ||||||||||||||||||||
Communications | Industrial | Consumer goods | Raw Materials | Technology | Other | TOTAL | ||||||||||||||
1,433 | 3,316 | 1,356 | 937 | 1,040 | 2,063 | 22,823 | ||||||||||||||
78 | 415 | 451 | 597 | 146 | 1,858 | 10,120 | ||||||||||||||
1,511 | 3,731 | 1,807 | 1,535 | 1,186 | 3,921 | 32,943 | ||||||||||||||
233 | 333 | 64 | 256 | 224 | 2,412 | 7,134 | ||||||||||||||
1,745 | 4,064 | 1,871 | 1,791 | 1,410 | 6,333 | 40,077 |
Credit Risk
Counterparty credit risk is defined as the risk that a third party in a transaction will default on its commitments. Given
the nature of its core business activities, AXA monitors two major types of counterparties, using methods suitable to
each type:
1) Investment portfolios held by the Group’s insurance operations (excluding assets backing unit-linked
products where risk is borne by policyholders) as well as by banks and holding companies.
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These portfolios give rise to counterparty credit risk through the bonds and derivative products held within them. The
breakdown of the Company’s portfolio regarding the rating by bond issuer provides the following:
2) Receivables from reinsurers resulting from reinsurance ceded by AXA.
The Group’s top 50 reinsurers accounted for 75% of reinsurers’ share of insurance and investment contract liabilities in
2006. The breakdown of all reserves ceded to reinsurers by rating is as follows, taking into account only the ratings of
these top 50 reinsurers:
AXA’s exposure to market risk is reduced by its broad range of operations and geographical positions. Furthermore, a
large portion of AXA’s Life & Savings operations involves separate-account or related products, in which most of the
financial risk is borne directly by policyholders (approximately 30% of total investments from insurance activities).
Derivative Instruments
AXA enters into derivative transactions primarily to reduce the exposure to market risk and in conjunction with
asset/liability management. The fair value of exchange traded derivative contracts is based on independent market
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quotations, whereas the fair value of non-exchange traded derivative contracts is based on either widely accepted
pricing valuation models which use independent third-party data as inputs or independent third-party pricing sources.
When derivatives meet specific criteria, they may be designated as accounting hedges and accounted for as fair value
hedge, cash flow hedge, net investment hedge, or standalone derivatives at fair value.
When a derivative is designated as an accounting hedge, the hedging relationship, risk management objective and
strategy are formally documented. The documentation identifies the hedging instrument, the hedged item, the nature
of the risk being hedged and the assumptions used to assess how effective the hedging instrument is in offsetting the
exposure to changes in the hedged item’s fair value attributable to the hedged risk. In the case of a cash flow hedge,
this documentation includes the exposure to changes in the hedged transaction’s variability in cash flows attributable
to the hedged risk. At each reporting date, a test is performed to verify that the hedging instrument continues to be
highly effective in offsetting the hedged risk.
Liabilities arising from insurance and investment contracts
Life Reserves
Life Reserves arising from insurance and investment contracts are the largest liability in AXA’s consolidated financial
statements (74% of total liabilities excluding shareholders’ equity at December 31, 2006), representing the amounts
payable under policyholders’ contracts. The Group issues contracts that transfer insurance risk or financial risk or both.
Under IFRS, insurance contracts are those contracts that contain significant insurance risk. Such contracts may also
transfer financial risk from the policyholders to the insurer. Investment contracts are those contracts that have financial
risk with no significant insurance risk. Both types of contracts may contain a discretionary participating feature. In
accordance with IFRS 4, insurance and investment contracts with a discretionary participating feature are accounted
for under previous accounting policies provided certain conditions are met. Investment co ntracts with no discretionary
participating features are accounted for under IAS 39. U.S. GAAP accounting is also based on insurance risk, but
definitions differ in certain respects.
Life reserves includes unit-linked liabilities with financial risk borne by policyholders (26% of total liabilities excluding
shareholders’ equity at December 31, 2006). The core liabilities linked to these contracts are estimated on the basis of
the fair value of assets held to back these policies and policyholders carry financial risk in full, except when a GMIB
feature is attached to these contracts (see below). Such contracts may be issued with additional guarantees for which
a separate reserve is established. Determination of the liabilities in respect of such guarantees (e.g. guaranteed
minimum income benefit and death benefit features) is based on models that involve estimates and judgments,
including those regarding expected market rates of return and volatility, contracts surrender rates and mortality.
The risk of GMDB (Guaranteed Minimum Death Benefit) and GMIB (Guaranteed Minimum Income Benefit) features to
AXA is that protracted under-performance of the financial markets could result in benefits being higher than
accumulated contract-holder account balances. Reserves are established for these features on the basis of actuarial
assumptions related to projected benefits and related contract charges. The determination of this estimated liability is
based on models which involve numerous estimates and subjective judgments, including those regarding expected
91
rates of return and volatility, contract surrender rates, mortality experience, and, for GMIB, election rates. There can be
no assurance that ultimate experience will not differ from management’s estimates.
In addition to providing for risk through establishing reserves, AXA also manages the risk through a combination of
reinsurance programs and active financial management programs including investment in exchange-traded futures
contracts and other instruments.
Guaranteed annuity purchase rates provide contract-holders with a guarantee that, at a future date, the amount
accumulated within their contract will be able to purchase a lifetime annuity at currently defined rates. The risk to AXA
in these features is either that longevity will improve significantly so that contract-holders electing to exercise this benefit
will live longer than assumed in the guaranteed purchase rates, or that investment returns during the payout period will
be lower than assumed in the guaranteed purchase rates. Reserves are established for these features on the basis of
actuarial assumptions related to projected benefits and related contract charges. The determination of this estimated
liability is based on models which involve numerous estimates and subjective judgments, including those regarding
expected rates of return and volatility, contract surrender rate, mortality, and benefit election rates. The re can be no
assurance that ultimate experience will not differ from management’s estimates. In addition to providing for risk through
establishing reserves, AXA also manages these risks through asset-liability management programs including interest
rate floors to protect against declines in the interest rate environment.
Non unit-linked liabilities include traditional life insurance contracts, immediate annuities and health insurance contracts.
Generally, amounts are payable over an extended period of time and the profitability of the products is dependent on
the pricing of the products. The principal assumptions used in pricing these policies and in the establishment of liabilities
for future policy benefits are mortality, morbidity, expenses, policy lapse and surrender rates, investment returns, interest
crediting rates to policyholders and inflation. Differences between the actual experience and assumptions used in
pricing the policies and in the establishment of liabilities result in variances in profit and could result in losses.
Long-term actuarial assumptions of future investment yields, mortality, morbidity, policy terminations and expenses are used when establishing the reserve for life-contingent contract benefits. Discount rate assumptions are determined at the time the policy is issued based upon prevailing technical rates used in the pricing for most contracts (see below a table presenting the average used discount rates). Mortality, morbidity and policy termination assumptions are based on the respective local regulations and when these are assessed to be inadequate, the Company adjusts the assumptions based on our experience.
Liquidity needs can be affected by fluctuations in the level of surrenders, withdrawals and guarantees to policyholders
in the form of minimum income benefits or death benefits, particularly on variable annuity business.
The following general risks are applicable:
– Interest rate risks:
•A rise in bond yields reduces the value of bond portfolios, which may lead to a liquidity risk in these portfolios or a
real loss of value if the rise in yields is related to a rise in inflation.
•Lower yields on fixed-income investments increase the value of bond portfolios, and, therefore, present risk for
certain contracts that provide guaranteed rates. On the other hand, a prolonged period of low yields would have
an impact on the pricing of these products. These types of risks are monitored by ALM (Asset / Liabilities
Management) techniques.
92
– Foreign-exchange rate risk is relatively limited as commitments in foreign currencies are largely backed by assets in
the same currencies, or hedged.
– Inflation is a risk (more specifically in the property and casualty business), since it increases the compensation payable
to policyholders, with the effect that, if it is not adequately taken into consideration, actual claims payments may
exceed the reserves set aside. This risk is particularly significant for long-tail businesses.
Liabilities arising from insurance and investment contracts also include liabilities arising from policyholder’s participation.
In addition to participation irrevocably recognized in accordance with contractual and statutory obligation, this liability
notably includes the share of realized gains and losses arising from financial securities designated as available for sale
category which would be attributed to policyholders to the extent they participate in such gains and losses on the basis
of contractual or statutory obligations when realized.
The costs of acquiring new and renewal business that vary with and are primarily related to the production of new
business related to insurance and investment contracts with a discretionary participating feature under IFRS (based on
previous accounting principles) are specifically identified and deferred by establishing an asset, referred to as deferred
policy acquisition costs (“DAC”). The extent to which acquisition costs are deferred is a significant factor in that
business’ reported profitability in any given period. In addition, and in respect of inforce business related to insurance
and investment contracts with a discretionary participating feature acquired in a business combination, the present
value of future profits attributable to that business is recorded at acquisition date, and is named Value of Purchased Life
Business in Force (“VBI”). In principle, the value of related policyholders 46; liabilities at the date of acquisition net of VBI
represents the estimated fair value of such business on such date as defined by market practice under previous
accounting policies still in use under IFRS 4. The extent to which VBI is calculated will depend on assumptions used to
estimate the future profitability of the contracts acquired including the discount rate used. In respect of amortization of
DAC and VBI on insurance and investment contracts with a discretionary participating feature under IFRS, the
amortization may be affected by changes in estimated gross profits or margins principally related to fees, investment
return, mortality and expense margins, lapse rates, and anticipated surrender charges. Should revisions to estimated
gross profits or margins be required, the effect is reflected in earnings in the accounting period in which the
assumptions are revised. Recoverability is assessed at least on an annual basis.
With respect to investment contracts with no discretionary participating features under IFRS, an asset may be
recognized representing the contractual right to benefit from providing investment management services under certain
conditions: limitation to incremental costs, provided they can be identified separately, measured reliably and it is
probable that they will be recovered.
The amortization may be affected by changes in estimated gross profits or by the pattern of collected premiums.
Under U.S. GAAP, deferred acquisition costs (“DAC”) and Value of Purchased Life Business in Force (“VBI”) are
recorded in relation with all types of contracts.
Non-life reserves
AXA’s liabilities also include non-life reserves (9% of total liabilities excluding shareholders’ equity at December 31,
2006). The Property & Casualty claims reserves are determined on a basis to cover the total cost of settling an
insurance claim. With the exception of disability annuities and workers compensation liabilities that are deemed
93
structured settlements, the claims reserves are not discounted. The claims reserves include the claims incurred and
reported in the accounting period, claims incurred but not reported (“IBNR”) in the accounting period and costs
associated with the claims settlement management. The claims reserve is based upon estimates of the expected losses
for all lines of business taking into consideration management’s judgment on the anticipated level of inflation, regulatory
risks and the trends in cost and frequency of claims, actual against estimated claims experience, other known trends
and development, and local regulatory requirements. In addition to the reviews performed at entity level or, eventually,
by the local supervisory authorities, overall reserves for claims payable have been reviewed at Group level by Risk
Management. Since this work has been carried out on a large proportion of the portfolio, it makes a ma jor contribution
to improving the reliability of estimates.
AXA is required by applicable insurance laws and regulations, and generally accepted accounting principles to establish
reserves for outstanding claims (claims which have not yet been settled) and associated claims expenses that arise from
its Property & Casualty and International Insurance operations. AXA establishes its gross insurance liabilities, or claims
reserves, by product, type of insurance coverage and year, and charges them to income as incurred.
Claims reserves (also referred to as “loss reserves”) fall into two categories as follows:
– Reserves for reported claims and claims expenses. These reserves are for outstanding claims which have not yet
been settled and are generally based on undiscounted estimates of the future claims payments that will be made in
respect of the reported claims, including the expenses relating to the settlement of such claims; and
– Reserves for incurred but not yet (or not enough) reported (“IBN(E)R”) claims and claims expenses. IBNR reserves are
established on an undiscounted basis, to recognize the estimated cost of losses that have occurred but have not yet
been notified to AXA. These reserves, like the reserves for reported claims and claims expenses, are established to
recognize the estimated costs, including the expenses associated with claims settlement, necessary to bring claims
to final settlement.
The amount of IBNR is calculated as the difference between the estimated ultimate unpaid liability and the reserves for
reported claims. Ultimate unpaid liabilities are calculated by actuaries for each material line of business according to the
methods described below.
The initial estimation of the original gross claims reserve is based on information available at the time the reserve was
originally established. However, claims reserves are subject to change due to the number of variables that affect the
ultimate cost of claims, such as: (i) developments in claims (frequency, severity and pattern of claims) between the
amount estimated and actual experience, (ii) changes arising from the occurrence of claims late in the financial year for
which limited information may be available at year-end, (iii) judicial trends and regulatory changes, and (iv) inflation and
foreign currency fluctuations.
When assessing claims reserves, actuaries do not rely on one individual calculation but use many methods such as:
– Triangle development methodologies (e.g.: Chain-Ladder or Link Ratio) in which historical loss patterns are applied to
actual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) for
an accident year or a report year to create an estimate of how losses are likely to develop over time.
– “A priori assumptions methods” (e.g.: Expected loss ratio).
– Mixed methods (e.g.: Bornhuetter-Ferguson, Cape Cod).
– Exposure methods and frequency and severity estimations.
94
Based on both internal and common industry best practices, methods and assumptions are selected depending on data
availability, reported claims to date, local regulations, claims management practices, pricing, underwriting information and
the nature of the business or claims type (coverage type, large or normal claims, prior or recent accident year). In order
to obtain a single set of homogeneous claims, after statistical analysis and market considerations, several assumptions
are selected through discussions with claims managers, pricing actuaries and underwriters.
The assumptions used depend on economic, social and environmental factors as well as legislative and political
features which are key drivers of reserve variability and need to be assessed.
Data are aggregated at a more refined level of detail than line of business (e.g., by geography, distribution network, and
other factors depending on product features, local regulation and other factors) to obtain homogenous sets of claims
and ensure proper reserves analysis. As part of this process, actuaries will restate data where needed to ensure that
estimates are in line with underlying risks.
Coverage types are usually classified as either long tail or short tail, based on the average length of time between the
event triggering the claim and the final settlement of the claim (duration). However, the duration varies from one country
to another even for the same line of business depending on the entities’ claims management, local market practices,
specific coverage existing under the local environment and type of products written.
The description below is intended to give an indication of some specific methods used by type of tail or lines of
business. Certain additional details are included for segments which require specific treatment.
a) Short tail business
For short tail business, claims are reported and settled quite quickly resulting in less estimation uncertainty. All the
methods mentioned above can apply. The main line of business which falls under this classification is Property.
This line of business includes motor own damage, commercial and personal property and can be exposed to natural
event claims, which are generally assessed through exposure, instead of development, techniques.
For all the other types of claims, the methods mentioned above are usually applied.
Due to local statutory specificities and some specific policies extended coverage, the property sometimes aggregates
short-term business insurance with long tail ones (e.g. commercial liabilities), which cannot be assessed separately.
Property also includes local pools whose reserves are set separately on a local industry-consistent basis.
b) Long tail business
Because of its long duration (“time between the event triggering the claim and the final settlement of the claim”), this
type of business is exposed to greater estimation uncertainties and variability from one estimate to another, and is
heavily influenced by changes in claims management practices and change of local environment assumptions (e.g.
increase of indemnities, litigation). It is thus usual to perform a greater number of calculations, by using various
techniques, various scenarios and a range of assumptions.
More recent periods suffer from a lack of information (very small amount of claims paid or even incurred) and
accordingly development methods are usually not applicable for recent years.
BODILY INJURY (MOTOR AND LIABILITY)
Bodily injuries claims reserves represent the most complex part in assessing motor and personal liabilities lines of
business. Such reserves are valued following the way individual cases are assessed depending on the nature of the
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cases and their evolution. The impact of lump-sum payments against annuities is taken into account including the way
both are reported for financial statement purposes: claims reserves, temporary and definitive annuities.
With an increase in claims severity and litigation decisions, the input of legal and other experts is required, in addition
to actuarial expertise and methods.
ANNUITIES
Some workers’ compensation and casualty coverage create annuities for individuals as a settlement. Many of the
annuity calculations are mandated by public authorities in terms of technical assumptions and in any event depend on
the relevant market.
In particular, the assumptions include technical discount rates and mandatory mortality tables that should be applied,
and in many cases have to be adjusted based on other parameters such as indemnity schemes for professional,
physical, moral factors, and third-party assistance.
THIRD-PARTY LIABILITY
These policies are usually subject to substantial loss development over time as facts and circumstances change in the
years following the policy issuance. This line of business requires projection of various trends including future claims,
inflation, and judicial interpretations. Moreover, depending on practices in local markets, policies are not underwritten
on the same occurrence basis (e.g. on a claim made or accident year basis). In those cases, actuaries will ensure that
estimates are consistent with insured liabilities over time.
This line of business requires a review of the different clauses of policies, as well as the local market exposures to social,
economical and jurisprudential trends. Reserves linked to specific liability business need to be set not only using
Company’s historical statistical experience but also based on market figures, trends and benchmarks.
CONSTRUCTION
Because of multi-year exposure, reserves for construction insurance are subject in various countries to statutory
requirements including specific reserves for claims that are not yet incurred and additional reporting. Actuarial
techniques combining regular triangle analysis with severity and frequency analysis allow assessment of those reserves.
LOSS ADJUSTMENT EXPENSES (LAE)
The same general approach applies to claims expenses reserves (Loss Adjustment Expenses-LAE) which are also
assessed locally based on local cost allocation analysis and standard methods. Actuaries check on a regular basis if
such methods and corresponding assumptions are appropriate.
Reserve estimations
As mentioned above, actuaries analyze the main coverages further by distribution network and other factors to obtain
homogenous sets of claims and ensure proper reserves analysis. The specific distinction varies locally depending on
products features and local regulation.
Estimating the ultimate cost of claims and claims expenses is an inherently uncertain and complex process involving a
high degree of judgment and is subject to evaluation of numerous variables.
An additional general consideration not developed above is the size of the claims. Some methods require that segments
take into account a homogeneous average cost size of losses. All methods require that atypical large losses are
96
excluded from segments for forecast periods. Some large individual claims, such as natural events, industrial property
and liability claims, require specific estimation methods which need to be performed in conjunction with the claims
department (and catastrophe experts if needed).
Reserve estimations are performed on a local basis and the assumptions are set according to the local environment.
Local assumptions generally include:
– inflation assessment,
– legal trends (e.g. punitive damages), and
– impact of any deviation compared to average experience (e.g. weather conditions, economic environment).
The fact that all assumptions are highly dependent on the local environment is consistent with the description of the
process as presented above.
Even if the company ensures that the actuarial techniques are in line with the latest best practices observed internally
and in the industry, the Company believes that the adoption of such revised techniques have no significant impact on
the reserve development.
Since 2002, the amount of positive (or adverse) developments accounted at each year-end did not exceed plus 3%
(minus 3%) of the opening claims reserves (excluding the International Insurance segment).
The Company believes that for the same scope of business and within a consistent framework for reserves review
organization and process, future positive or adverse development (accounted at each year-end) can be reasonably
expected to be between +4% and –4%.
The range might be exceeded in case of some exceptional circumstances (such as changes in the legal environment,
very large claims or changes to the environment such as for the reinsurance market, which may also change the
Company’s underwriting policy or strategy).
In line with the decentralized organization of the AXA Group, the local chief reserving actuary of each operating insurance
company is responsible for the assessment and setting of the claims reserves. An internal review is performed by the
risk management organization. In addition, AXA Liabilities Managers is responsible for the management and assessment
of major run-off reserves. After discussing with claims managers, pricing actuaries, underwriters and local management,
several assumptions are selected for a single set of homogeneous claims. This discussion results in a range of
reasonable estimates. Considering the level of risk and uncertainties of future experience for each line of business in the
local environment, the Company records the best estimate within the range selected by the actuaries.
The methods and processes to set the various local assumptions used for the reserve calculation have been consistent
for the periods presented. During these periods, there have been no significant changes to key assumptions resulting
in any variation in reserve estimates which materially impacted the income statement, except as discussed in the
Operating and Financial Review and Prospects.
The loss ratio reported for full year 2006 by the Company, as a result of the reserve setting process described above,
is presented in the following table by major lines of business.
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Changes in the loss ratio may occur as the result of additional information related to claims which occurred prior to the
balance sheet date. When actual experience differs from the original estimation with respect to the variables discussed
above, including developments in claims, judicial trends and inflation, the Company re-estimates the corresponding loss
ratio. A change of 1% in the loss ratio (under the assumption that all other factors are stable) would impact the technical
result of the Company (through reserve adjustments accounted for in future periods) as follows:
(in Euro million) | ||||||||||
Property & Casualty | Loss ratio for FY 2006 | Impact on technical charges of changing the loss ratio | ||||||||
in % | +1% | (1%) | ||||||||
Motor | 71.7% | (78) | +78 | |||||||
Property | 61.2% | (52) | +52 | |||||||
Liability | 59.1% | (17) | +17 | |||||||
Health | 70.1% | (18) | +18 | |||||||
Other | 75.4% | �� | (31) | +31 | ||||||
Total | 68.3% | (197) | +197 |
Historically, similar movements in the loss ratio have been observed for the total non-life portfolio.
Non life intangible assets related to the future business
In a business combination Non life insurance contracts may give rise to the recognition of customer intangible assets
relating to the new business to be underwritten with identified customers if such values can be measured reliably. Such
intangible assets, measured on the basis of new business values mostly relate to expected renewals, based on
estimates about retention rates, and a set of assumptions, including the expected combined ratios as estimated at the
date of acquisition.
Discount rates – Life and Non life reserves
As shown in the table below, 93% of Life & Savings reserves (excluding unit-linked contracts) are discounted. 14%
are subject to a revision of the discount rate. 79% retain the rate set at subscription, subject to the liability adequacy
test described in note 1 to the Consolidated Financial Statements included in Item 18 of this Annual Report. These
79% unlocked reserves are not sensitive to an increase in interest rate in the financial statements, but may have to
be strengthened if the liability adequacy test presents a need for adjustment in a decreasing interest rate
environment.
By convention, contracts with zero guaranteed rates are deemed not-discounted, except for products offering
guaranteed rates updated annually and for one year: these contracts are presented in discounted reserves.
Reserves for savings contracts with non-zero guaranteed rates are discounted at the technical interest rate.
Contracts for which the assumptions are revised in the financial statements at closing mainly consist of certain U.K.
With-Profit contracts and reserves for guarantees (Guaranteed Minimum Death Benefits etc.).
In Property & Casualty business, most reserves (95%) are not discounted, except for incapacity and disability contracts
and annuity motor mathematical reserves, where the discount rate is revised regularly. Such reserves are not sensitive
to interest rate risks in the financial statements.
98
The rates presented in the table below are weighted average rates for all the portfolios under consideration. They should
be analyzed with care. For contracts with guaranteed rates that are revised annually, rates are crystallized at the closing
date.
(in Euro million) | |||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||
Carrying value | Average discount rate % | Carrying value | Average discount rate % | Carrying value | Average discount rate % | ||||||||
Life & Savings – locked-in discount rate(a) | 235,220 | 3.00% | 193,557 | 3.40% | 179,722 | 3.52% | |||||||
Life & Savings – unlocked discount rate | 43,410 | 3.31% | 30,615 | 3.17% | 29,119 | 3.33% | |||||||
Life & Savings – undiscounted reserves | 20,459 | 7,976 | 7,653 | ||||||||||
Sub-total Life & Savings | 299,089 | 232,148 | 216,494 | ||||||||||
Non Life – locked-in discount rate(a) | 2,172 | 4.16% | 2,082 | 3.57% | 1,468 | 4.50% | |||||||
Non Life – unlocked discount rate | 753 | 2.13% | 844 | 2.17% | 845 | 2.31% | |||||||
Non Life – undiscounted reserves | 54,938 | 44,942 | 41,568 | ||||||||||
Sub-total – Non Life | 57,863 | 47,868 | 43,881 | ||||||||||
Total insurance and investment contracts | 356,952 | 280,017 | 260,375 |
Amounts are presented excluding the impact of derivatives on insurance and investment contracts (presented in note 19.4 of the Consolidated Financial
Statements included in Item 18 of this Annual Report) and excluding liabilities related to unearned revenues and fees, and to policyholder bonuses.
Liabilities relating to contracts where the financial risk is borne by policyholders are also excluded.
Reinsurance
The Company uses reinsurance ceded as an element of its overall risk management program primarily to mitigate
property and casualty losses that may occur from catastrophes. Accordingly, its impact on the cash flows of the
Company may vary widely from one year to another, depending on the occurrence or declaration of related claims
under this coverage. However, the Company’s consolidated financial position and results of operations are not
significantly dependent on the changes in the net result of reinsurance ceded as such changes are offset by
corresponding changes in gross technical charges.
In 2005 and 2006, the overall net impact of this activity to AXA was relatively small; approximately 5% of total property
and casualty premiums and liabilities were ceded as disclosed in Item 4 and note 14 of the Company’s 2006
consolidated financial statements included in Item 18 of this Annual Report.
Since the 1980’s, non-proportional reinsurance has been replacing traditional proportional reinsurance. The main
consequence of this long-term market trend to more coverage of peak and catastrophe risks has been an overall
reduction of premiums ceded to reinsurers, since non-proportional treaties generally cede less premiums than
proportional treaties.
Under the assumption that the reinsurance market has adequate capacity, the Company conducts actuarial analyses
and modeling of its ceded risks in parallel to the work done by reinsurers. As a result of these analyses, since 2002,
the Company has been able to retain additional levels of risk through an internal group reinsurance pool (which would
have been otherwise ceded to external reinsurers). Due to the mutualisation of risk through the internal reinsurance
99
pool, the Company has been able to reduce the overall risks ceded to external reinsurers and purchase on the
reinsurance market a cover that is more effective than the incremental addition of local reinsurance covers through
individual subsidiaries. The level of catastrophe cover purchased by the Company (and particularly the main one
covering European windstorms) is adjusted every year according to the change in exposure of the Group.
Perpetual debt
Subordinated Perpetual debts and any related interest charges are classified in shareholders’ equity or liabilities under
IFRS depending on contract clauses.
For a financial instrument (other than those that may or will be settled in the issuer’s own equity instrument) to be
classified as a financial liability under IAS 32, the issuer must have a contractual obligation either:
– to deliver cash or another financial asset to the holder of the instrument, or
– to exchange financial assets or financial liabilities with the holder under conditions that are potentially unfavorable to
the issuer.
The IAS Board confirmed in 2006 that such a contractual obligation could be established explicitly or indirectly, but it
must be established through the terms and conditions of the instrument. Thus, by itself, economic compulsion would
not result in a financial instrument being classified as a liability under IAS 32. The Board also stressed that IAS 32
requires an assessment of the substance of the contractual arrangement. It does not, however, require or permit factors
not within the contractual arrangement to be taken into consideration in classifying a financial instrument. Given the
complexity of certain instruments, there is an element of judgement when classifying such debts. All these instruments
are classified as liabilities under U.S. GAAP.
Employee benefits
AXA provides defined benefit pension plans in various forms covering eligible employees across its operations. There
are several assumptions that impact the actuarial calculation of pension plan obligations (the projected benefit
obligation) and, therefore, the net periodic pension cost reflected in the financial statements. The net periodic pension
cost is the aggregation of the compensation cost or service component of benefits promised, interest cost resulting
from deferred payment of those benefits, and investment returns from assets dedicated to fund those benefits. Each
cost component is based on best estimates of long-term actuarial and investment return assumptions. The
assumptions used may differ from actual result due to changing financial market and economic conditions, changes to
terms and conditions of the plans, and longevity of participants. Actuarial gains and losses arising are recognized in
retained earni ngs under IFRS as a component of the SORIE (Statement Of Recognized Income and Expenses).
100
Under U.S. GAAP, actuarial and investment experience different from that assumed is recognized prospectively in net
periodic pension cost of future periods (“corridor approach”), even if, starting with year-end 2006, U.S. GAAP requires
the employer to measure the funded status of a plan as of the date of its year-end statement of financial position. An
employer is required to recognize the over-funded or under-funded status of a defined benefit post-retirement plan
(other than a multi-employer plan) as an asset or liability in its statement of financial position and recognize changes in
that funded status in the year in which the changes occur through comprehensive income of a business entity.
For plans accounted for under FAS 87 (pension plans), calculation needed of Additional Minimum Liability is no longer
required, as the direct recognition of funded status has superseded this principle.
Income tax
Deferred income tax assets and liabilities result from temporary differences between accounting and tax values of
assets and liabilities and from net operating loss carry forwards, if any. On a net basis, either by derecognizing deferred
tax assets or through valuation allowances, net deferred tax assets on the balance sheet are recognized only to the
extent that it is probable that future taxable profit will be available.
Under both U.S. GAAP and IFRS, AXA evaluates all evidence available to management in order to determine if a
deferred tax asset is recognized. Under U.S. GAAP, greater weight is given to negative evidence, such as cumulative
losses in recent years, than under IFRS.
101
CONSOLIDATED
OPERATING RESULTS
Consolidated gross revenues
CONSOLIDATED GROSS REVENUES(a) | (in Euro million) | ||||||||||||
Years ended December 31, | Variation | ||||||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||||||
Life & Savings | 50,479 | 45,116 | 42,344 | 5,363 | |||||||||
of which Gross written premiums | 48,786 | 43,496 | 41,103 | 5,291 | |||||||||
of which Fees and revenues from investment contracts with no participating features | 608 | 509 | 417 | 99 | |||||||||
Property & Casualty | 19,793 | 18,874 | 17,852 | 918 | |||||||||
International Insurance(b) | 3,716 | 3,813 | 3,363 | (96) | |||||||||
Asset Management | 4,406 | 3,440 | 3,084 | 967 | |||||||||
Other Financial services (Net banking revenues)(c) | 381 | 428 | 387 | (47) | |||||||||
TOTA L | 78,775 | 71,671 | 67,031 | 7,105 |
(b) Including AXA RE.
(c) Excluding net realized capital gains and change in fair value of assets under fair value option and derivatives, net banking revenues and total consolidated revenues would respectively amount to€393 million and€78,793 million for the year ended December 31, 2006.
The following commentary on segment contribution to AXA’s consolidated gross revenues is based on financial data,
as detailed in note 3 “Segmental Information” to the Consolidated Financial Statements included in Item 18 of this
Annual Report.
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Consolidated gross revenues for full year 2006 was€78,775 million, an increase of 10% compared to full year 2005.
Excluding the restatements to comparable basis, of which the impact of the appreciation of the Euro against other currencies
(€423 million or 0.6 point, mainly from the Japanese Yen and U.S. dollar), and scopes differences, notably the restatement
of AXA RE business (€234 million or 0.6 point), gross consolidated revenues were up 11% on a comparable basis.
Life & Savings
Life & Savingsgross revenues were up 12%, or 13% on a comparable basis, to€50,479 million, driven by all
significant countries except Belgium and Southern Europe.
InFrance,gross written premiums increased by€1,565 million to€14,802 million before elimination of intercompany
transactions. Net of intercompany transactions, gross written premium increased by€1,573 million to€14,797 million
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mainly due to investment & savings premiums which increased by€1,331 million (+12%) to€10,238 million. Individual
unit-linked premiums were up€606 million (+28%) to€2,771 million following successful commercial campaigns.
Group retirement increased by€598 million (+62%) to€1,562 million, mainly due to new business inflows, while
individual non unit-linked investments and savings were up 2% to€5,905 million.
TheUnited Statesgross revenues increased by 10% to€15,390 million (before elimination of intercompany
transactions) on a current exchange rate basis, or 13% on a comparable basis (excluding Advest revenues), primarily
driven by increases in First Year Variable Annuity premiums (up 24%) and First Year life premiums (up 13%) partially
offset by a planned 68% decrease in Fixed Annuities. Other revenues were up 20% on a comparable basis due primarily
to higher asset management fees.
Japangross revenues increased by 6%, or 11% on a constant exchange rate basis, to€5,027 million. Excluding (i)
group pension transfers (€314 million versus€22 million last year) and (ii) the conversion program started in January
2003 towards Life (€41 million versus€98 million last year) a nd Health (€73 million versus€165 million last year),
premiums increased by 9% on a constant exchange rate basis driven by:
- Investment & Savings (31% of gross revenues excluding group pension transfers): revenues increased by 3%, or
8% on a constant exchange rate basis (€+109 million), to€1,435 million due mainly to€391 million higher sales
of SPA (single premium U.S. dollar-denominated index-linked annuity product) and€83 million sales of the newly
launched Accum ulator product (single premium U.S. dollar-denominated variable annuity product), partially offset
by a reduction in Fixed Annuity contribution (€–352 million) as part of the planned transition towards variable type
products.
- Life (46% of gross revenues excluding conversions): revenues increased by 6%, or 11% on a constant exchange rate
basis (€+222 million) to€2,144 million driven by (i) strong sales of Increasing Term products (€+163 million), (ii) the
LTPA (Long-Term Personal Accident) regular premium product (€+73 million) which benefited from a favorable sales
envi ronment up until April 2006, and (iii) stronger Term Rider revenue (€+81 million) coming predominantly from sales
of the regular premium Term Rider 98 product. This was partially offset by lower Endowment, Whole Life and Variable
Life regular premiums (€–81 million) and lower Group Life revenue (€–15 million) as a result of lower in force (these
products are not actively promoted for new business).
- Health (23% of gross revenues excluding conversions): revenues increased by 1%, or 6% on a constant exchange
rate basis (€+63 million), to€1,039 million driven by good retention and strong sales in the last quarter.
In theUnited Kingdom,gross revenues increased by€1,896 million on a current exchange rate basis or
€1,882 million on a constant exchange rate basis to€4,292 million.
- Investment & Savings (84% of gross revenues) increased by 117% to€3,626 million as:
• Insurance Premium (71% of gross revenues) increased by 152% to€3,081 million due to the beneficial impact of
the reclassification of a bond product from an investment to an insurance contract following the launch of a new
insurance feature, and growth in the single premium pensions business following simplification of pensions
legislation.
• Margins on investment products (13% of gross revenues) increased by 21% to€545 million reflecting higher
management fees following net new money growth and investment growth.
- Life Insurance Premium (16% of gross revenues) decreased by 9% to€666 million primarily due to lower volumes of
creditor insurance single premium business.
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InGermanygross revenues increased by 3% to€3,681 million mainly due to higher Investment & Savings unit-linked
and Health premiums:
- Investment & Savings (25% of gross revenues) increased by 27% to€922 million, driven by unit-linked premiums,
notably stemming from the new product “TwinStar”, which experienced a promising launch especially in proprietary
channels. The share of unit-linked premiums grew significantly to 41% (compared to 24% in 2005). Non-unit linked
premiums decreased by 2% to€541 million.
- Life (44% of gross revenues) decreased by 5% to€1,623 million mainly caused by a shift from endowment business
to investments and savings products and higher maturities on regular premiums compared to last year.
- Health (25% of gross revenues) increased by 3% to€929 million driven by the strong new business at the beginning
of 2006 (notably following the launch of a new Medical Cost Insurance product) and improved lapse rates.
-Other (6% of gross revenues) decreased by 17% to€207 million due to further reduction of the share in medical
council business at the beginning of the year and lower consortium business.
InBelgiumgross revenues decreased by€222 million to€2,512 million due to the exceptionally high production level
of December 2005 caused by the introduction of a new tax on premium in 2006 and by the end of the distribution
agreement with “La Poste” on February 28, 2005.
- Individual Life and Savings revenues (84% of revenues) decreased by 10% to€2,122 million. The decrease was
driven by the fall in both non unit-linked contracts (-8% to€1,567 million) and unit-linked contracts (-26% to
€290 million), partly offset by the growth in Traditional life (+4% to€264 million). Excluding “La Poste”, Individual Life
and Savings revenues decreased by 7%.
- Group Life and Savings revenues (16% of revenues) increased by 1% to€390 million. Regular premiums were stable
at€343 million and single premiums grew by 5% to€47 million.
Southern Europegross revenues decreased by 6% to€1,357 million. Investments and savings revenues decreased
by 4% to€1,202 million, mainly due to the lower amount of traditional contracts from institutional activity, as well as a
lower unit-linked production through partnerships with banks, partially offset by the launch of new products. Life
premiums decreased by 17% to€155 million, mainly as a result of the termination in May 2005 of an important bank-
insurance agreement in Traditional Life.
Australia/New Zealandgross revenues were up 2% to€1,254 million on a comparable basis.
- Gross written premiums including fees from investment contracts without discretionary participating features were
down 3% to€981 million. Group superannuation premiums decreased as there has been a continued trend away
from traditional investment and savings products towards mutual funds business. This was partially offset by higher
individual life sales.
- Revenues from mutual fund and advice businesses increased by 28% to€273 million on a comparable basis
reflecting the growth in funds under management particularly in mezzanine funds, and improved investment market
conditions.
Hong Konggross revenues were up 25% to€1,041 million. On a comparable basis (at constant exchange rate and
excluding the contribution from MLC Hong Kong in the second half of 2006, since AXA APH completed its acquisition
of MLC Hong Kong on May 8, 2006), gross revenues increased by 15%, benefiting from (i) the increase in Individual
Life regular premiums, notably due to strong sales from agency brokers and AXA advisers, and (ii) strong growth in
single premium unit-linked products.
104
Property & Casualty
Property & Casualtygross revenues were up 5%, or +4% on a comparable basis to€19,793 million net of
intercompany eliminations, mainly driven by the United Kingdom & Ireland (+7% to€4,721 million), France (+4% to
€5,187 million), Southern Europe (+4% to€3,152 million), Turkey (+21% to€507 million), Morocco (+ 17% to
€163 million) and Japan (+20% to€158 million).
Personal lines(62% of P&C premiums) were up 5% on a comparable basis, stemming from both Motor (+4%) and
Non-Motor (+5%).
Motor revenues grew 4%, mainly driven by Southern Europe up 6%, recording strong net inflows of 293,700 policies owing to the launch of new products, United Kingdom & Ireland up 16%, due to updated pricing strategies and new business growth, Germany up 4%, with net inflows of 157,000 policies, and France up 1% due to positive net inflows (+58,000 new contracts). Japan (+20%) and Turkey (+15%) also contributed to motor revenue growth while in Canada, motor revenues were down 10% mainly impacted by the 18 to 24 months policies sold in 2005 leading to less renewals in 2006. Non-motor revenues increased by 5% mainly driven by new products launched in U.K. household, positive net inflows in household and ongoing price increased in France, the i ntroduction of natural catastrophe guarantees in Belgium, and growth in all lines in Southern Europe.
Commercial lines(37% of P&C premiums) recorded a +4% growth on a comparable basis.
Motor revenues were up 3% on a comparable basis, mainly as positive evolution in France (+3%, overall positive inflows), the Netherlands (+5%, mainly attributable to authorized agents), Southern Europe (+3%, growth of the existing fleets and the signature of new contracts), Belgium (+4%, as a result of portfolio and tariff increases), and the United Kingdom & Ireland (+2%).
Non-motor revenues were up 4% on a comparable basis, mainly driven with France up 6% driven by Construction and Liability, the United Kingdom including Ireland up 5%, driven by Property and Belgium up 7%, with positive growth in most lines of business. Germany was down 2%, experiencing increased competition in Industrial Property, and Southern Europe was down 5% following non renewals of some low profitabil ity contracts.
Other Lines1(1% of P&C premiums) revenues increased by 7% on a comparable basis mainly due to AXA Art in Germany.
France:revenues increased by 2% to€5,219 million, or to€5,187 million net of intercompany transactions. Gross
revenues increased by 4% on a comparable basis, in a more competitive French market with increased pressure on
prices, mainly on personal motor and commercial property.
- Personal line premiums (61% of gross revenues) increased by 2% to€3,166 million, reflecting positive net inflows in
Motor (+58,000 new contracts) sustained by advertising campaigns in a very competitive market, and positive net
inflows in Household (+23,000 new contracts), with an ongoing price increase.
- Commercial line premiums (39% of gross revenues) rose by 6% to€2,022 million driven by overall positive inflows,
rate increases, notably in liability and construction (including positive prior year premium adjustments).
Germany:revenues decreased by 1% to€2,759 million, or€2,745 million net of intercompany transactions. On a
comparable basis, gross revenues increased by 1% (excluding the sale of DARAG retroactive as at January 1, 2006
and excluding the run-off portfolio).
- Personal lines (61% of total gross written premiums) improved by 2% mainly driven by Motor lines +4% due to strong
positive net inflows (+157,000 contracts). Property and Liability both increased by 1% following the launch of new
products for SMEs (e.g. Profischutz).
(1) Please note that U.K. Health is no longer reported in other lines but is now allocated between personal non-motor and commercial non-motor lines.
105
- Commercial lines (32% of total gross written premiums) deteriorated by 1% mainly due to Property (-2%), driven by
a decrease in average premium, and Accident (-3%) following a decline in net production, partly offset by Motor (+1%)
following the launch of a new motor fleet product.
- Other lines (7% of total gross written premiums) increased by 7% mainly due to AXA Art.
Belgiumrevenues increased by 4% to€1,520 million, or€1,511 million net of intercompany transactions, mainly
driven by growth in both personal and commercial lines.
- Personal Lines (61% of the total gross written premiums): premiums increased by 3% mainly driven by Household, which was up 10% to€254 million as a result of the new Natural Disaster guarantee which came into effect in March 2006, and Motor (56% of personal lines written premiums), which increased by 1% to€527 million, mainly driven by positive net inflows.
- Commercial Lines (38% of the total gross written premiums): premiums grew by 6% driven by increases in most lines as a result of portfolio and tariff increases.
United Kingdomrevenues increased by 7% on both current and constant exchange rate bases, to€4,742 million, or
€4,721 million net of intercompany transactions, reflecting significant growth in Personal Motor, Health and both
Personal and Commercial Property.
- Personal lines (51% of the P&C premiums) were up 10% on a constant exchange rate basis due to: (i) a strong
performance in the Motor business resulting from updated pricing strategies and new business growth in the U.K.;
(ii) Property growth of 15.7% on a constant exchange rate basis was mainly due to additional corporate partner deals
introduced in 2005 and 2006 in the U.K., and (iii) the 7.0% growth in Health was driven by higher volumes in U.K.
and International Individual business, together with higher average premiums.
- Commercial lines (49% of the P&C premiums) were up 4.5% on a constant exchange rate basis reflecting growth in
Commercial Property and Health. Growth of 9.5% in Property on a constant exchange rate basis is mainly attributable
to delegated authority new business deals in the U.K. Growth of 7.1% in Health is mainly due to U.K. and International
SME business.
Southern Europerevenues increased by 5% or 4% on a comparable basis to€3,160 million, or€3,152 million net
of intercompany transactions.
- Personal lines (78% of gross written premiums) grew by 6%. In Motor (€1,814 million or 58% of gross written premiums), the 6% increase was driven by positive net inflows (+293,700 policies) coming both from direct and traditional networks, following the launch of new tariffs and products in the three countries. Motor average premium was flat as compared to 2005 in a competitive market, due to the increasing weight of comprehensive cover policies in the portfolio. Non-motor lines (€649 million or 21% of gross written premiums) were up 7%, driven by growth in all lines.
-Commercial lines (22% of gross written premiums) were down 3%. In Motor (6% of gross written premiums,
€198 million) revenues were up 3%. Non-motor business (16% of gross written premiums,€490 million) decreased by
5% mainly due to the non-renewal of several corporate contracts. Most of the growth was concentrated on proprietary
distribution networks (72% of gross written premiums, +6%) whereas non-proprietary networks were down 2%.
Turkeyrevenues increased by 12% or 21% on a constant exchange rate basis to€508 million or€507 million net of
intercompany transactions driven by average motor premium increase and positive evolution of fire business.
Moroccorevenues were up 17% on a constant exchange rate basis to€164 million or€163 million net of
intercompany transactions, driven by personal motor, workmen compensation and fire lines of business.
106
InJapan,gross written premiums increased by 20% on a constant exchange rate basis to€158 million, mainly driven
by motor business growth. Total motor portfolio (455,000 contracts) continued to show a sharp increase (+104,000
contracts compared to December 2005) thanks to competitive rates, as well as the contribution from the new
Motorcycle product.
International Insurance
International Insurancerevenues were down 2.5% or up 7% on a comparable basis to€3,716 million attributable
to both AXA Corporate Solutions Assurance and AXA Assistance.
AXA Corporate Solutions Assurance revenues were up 5% or 7% on a comparable basis to€1,689 million net of
intercompany transactions, driven by portfolio development in Property and Construction. Such development was
achieved through selective new business activity focused on risk managed accounts in targeted industry sectors and
despite softening market conditions.
AXA Assistance revenues were up 13% or 11% on a comparable basis to€621 million net of intercompany transactions reflecting increased business with car manufacturers (France), positive new inflows on travel insurance (mainly in Germany) and home service providing (France, United Kingdom) as well as the gain of some major contracts in the U.S.
Other International activities revenues (including the transfer of reinsurance activities formerly led by AXA RE to “Other
International”) were down 15% to€1,351 million net of intercompany transactions, mainly attributable to AXA RE (-16%
to€1,217 million) also due to a decrease in (i) current year gross attritional written premiums, and (ii) gross Major Losses
reinstatement premiums all years, mainly related to 2005 Major Losses (especially Katrina, Rita and Wilma hurricanes).
Asset management
Asset managementrevenues increased by 28% or 29% on a comparable basis to€4,406 million, driven by higher
average Assets Under Management (“AUM”) (+18.5% or 17% excluding Framlington) and strong net inflows
(€+17 billion to€73 billion).
AllianceBernstein revenues were up 20% or 25% on a comparable basis to€2,961 million net of intercompany
transactions due to higher investment advisory fees driven by 18% higher average AUM, as a result of net new business
inflows and strong market appreciation, and higher performance fees. AUM increased by€54 billion to€544 billion
driven by€38 billion net inflows across all client categories and€72 billion favorable market impact, partly offset by
€57 billion unfavorable exchange rate impact.
AXA Investment Managers revenues, including those earned from AXA insurance companies eliminated in
consolidation, increased by€484 million, or +40% to€1,679 million. Excluding fees retroceded to distributors, AXA
Framlington impact (€13 million in 2005 and€126 million in 2006) and exchange rate variation (€2 million), netrevenues grew by 30% on a comparable basis, driven by higher average AUM (+16% on a comparable basis), a positive
client and product mix evolution, and higher performance fees. AUM increased by€53 billion to€485 billion mainly
driven by€35 billion positive net inflows, mainly from third-party institutional and retail clients, and€20 billion favorable
market impact, partly offset by€–4 billion foreign exchange rate impact.
107
Other Financial Services
Net banking revenues inOther Financial Serviceswere down 11% to€381 million, mainly attributable to AXA Bank
Belgium (-12% to€293 million, net of intercompany eliminations), as a result of the decrease of (i) realized capital gains,
and (ii) mark-to-market mainly due to derivatives (natural hedge on investment portfolio and credit spread portfolio)
partly offset by an increase in loans and the money market and (iii) net interest and fee income.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Consolidated gross revenues for the year ended December 31, 2005, reached€71,671 million, up 6.9% compared to
previous period.
Excluding the impact of the appreciation of the Euro against other currencies (-0.1 point, mainly from the Japanese
Yen, British pound and U.S. dollar), and scope differences, notably (i) additional revenues stemming from the integration
of MONY (€895 million or -1.3 point) and (ii) the change in consolidation method of Turkey, Hong Kong and Singapore
P&C operations (€ 548 million, or -0.9 point)1, gross consolidated revenues were up 5.2% on a comparable basis.
Life & Savings
On a comparable basis, Life & Savings gross revenues increased by +5.2%.
Francegross revenues increased by€1,692 million (+15%) to€13.237 million. Net of intercompany transactions,
gross revenues amounted to€13,228 million as a result of a steady growth in all lines of business:
- Investments & Savings (67% of gross revenues) grew by +16% to€8,911 million. Both general account and unit-linked premiums experienced growth by +8% and +52 % respectively with a strong acceleration during the fourth quarter of 2005 mainly resulting from the launch of a new product for salaried sales forces and from strong activity in Group business.
- Life & Health (33% of total revenues) grew by +11% to€4,316 million mainly due to rate increases and positive
premium adjustments on prior years in Group Life.
United Statesgross revenues increased by€1,093 million: gross written premiums increased by€847 million (or
€863 million on a constant rate basis) to€13,041 million, driven primarily by the consolidation of MONY for a full year
in 2005 and increases in Variable Annuity and First Year life premiums, partially offset by a decrease in Institutional
Separate Account premiums, a decline in Fixed Annuity premiums, and a decline in Life renewa l premiums. Revenues
from other activities increased by€246 million (or€247 million on a constant exchange rate basis) to€899 million,
reflecting the consolidation of MONY for a full year in 2005 and increases in asset management fees resulting from
higher account balances.
United Kingdomgross revenues decreased by 1% to€2,395 million or were flat on a constant exchange rate basis.
- Investment & Savings (70% of gross revenues).
Insurance premiums (51% of gross revenues) were flat as the positive impact from the launch of a new onshore bond
product, was offset by the shift away from Old World Pension products.
Margins on investments products (19% of gross revenues) increased by 20% reflecting higher fund management fees
driven by net new money growth and improved stock market levels during 2005.
- Life insurance premiums (30% of gross revenues) decreased by 10% primarily due to lower volumes of Creditor Insurance.
(1) Fully consolidated starting January 1, 2005 (previously accounted for under the equity method).
108
Japangross revenues decreased by 14% at the current exchange rate or 12% at the constant exchange rate to
€4,735 million. Excluding (i) group pension transfers (€22 million as compared to€218 million in 2004) and (ii) the
conversion program started in January 2003 to life products (€98 million as compared to€247 million in 2004) and to
health products (€165 million as compared to€447 million in 2004), premiums decreased by 4% at the current
exchange rate or 1% at the constant exchange rate to€4,451 million:
-Investment & Savings (31% of gross revenues excluding conversions and group pension transfers): premiums
decreased by 11% at constant exchange rate to€1,396 million mainly due to a reduction in single premium individual
fixed annuities sold via bancassurance partnerships (€–184 million). The reduction in fixed annuity premiums arises
from a transition towards variable type products, which AXA Japan is currently developing through the launch of new
innovative products.
- Life (46% of gross revenues excluding conversions and group pension transfers): premiums increased by 2% at
constant exchange rate to€2,026 million mainly driven by higher revenues from Term products and Term riders.
- Health (23% of gross revenues excluding conversions and group pension transfers): premiums increased by 10% at
constant exchange rate to€1,027 million driven by the good retention on high margin medical products such as
Medical Whole Life and Medical Riders.
Germanygross revenues rose by 2.5 % (€+86 million) to€3,585 million mainly due to unit-linked business.
- Investment & Savings (22% of gross written premiums) increased strongly by 14% to€803 million, mainly driven by
regular unit-linked premiums as a result of high new business in the previous years. The share of unit-linked premiums
grew significantly to 22% (15% for the same period in 2004). Non-unit linked premiums increased by 4% to
€626 million.
- Life (47% of gross written premiums) decreased by 1% to€1,676 million. Decrease in Life non unit-linked premiums
(-3%) was nearly compensated by strong growth of unit-linked premiums (+12%). The share of unit-linked premiums
thus rose to 14% (as compared to 12% in 2004).
- Health (25% of gross written premiums) increased by 1% to€904 million due to the last step of legal premium
adjustment, partly offset by higher cancellations at the end of 2004.
- Other (6% of gross written premiums) slightly decreased to€202 million (-1%) as the share in medical council
business was reduced at the beginning of the year.
Belgiumgross revenues increased by 25% from€2,188 million to€2,734 million.
- Individual Life and Savings revenues (86% of revenues) increased by 30% to€2,349 million due to growth in Crest
(+35% to€1,517 million) and in unit-linked contracts (+51% to€390 million) following the successful launch of a new
structured product (Millesimo series) at year-end 2004.
- Group Life and Savings revenues (14% of revenues) were stable at€386 million. Regular premiums increased by 4%
to€341 million and single premiums decreased by 16% to€45 million.
Southern Europegross revenues rose by 8% to€1,439 million. The increase was mainly driven by traditional
investment and savings (€+157 million, +20%) as a result of a sustained growth in tied agents network (€+124 million,
+18%) and in brokers network (€+53 million, +39%), partly due to large contracts. This growth was offset by lower
sales through partnerships with banks (€–59 million, -17%) deriving from (i) the termination of a distribution agreement
on traditional life and (ii) a lower volume of Investment & Savings unit-linked contracts distributed through Bank and
assurance partners.
109
Australia/New Zealandgross revenues were€1,225 million, 3% higher than last year.
- Gross written premiums including fees from investment contracts without discretionary participating features of
€1,036 million remain in line with last year. The improvement in individual life sales following the launch of “Market
Offer” was offset by a reduction in retirement income business following local legislative changes.
- Revenues from mutual fund and advice businesses of€189 million represented an 18% increase due to positive
Funds Under Management (“FUM”) growth and improved investment market conditions. The continued success of
the Generations platform and higher sales into mezzanine unit trusts have also contributed to higher net revenues.
Growth through fees from mutual funds and advice businesses is expected to continue as investors shift out of
traditional investment and savings products.
Mutual funds retail net inflows (excluding institutional) of€1,164 million, were 15% higher than last year. The
Generations platform continued to perform well and mezzanine unit trust net funds flow increased, most notably in the
highly regarded Global and Australian equity funds. This was partially offset by a reduction in retail unit trusts following
the end of support from a local bank.
Hong Konggross revenues were€832 million, 13% higher than last year. New individual life regular premiums were
up 17% due primarily to “Maxx” sales, a new traditional participating product launched in October with a greater savings
focus, and strong sales from ’Dimensions’, a unit-linked regular premium product. Single premiums were up 90% driven
by strong inflows into investment and retirement products, particularly into the multi manager investment platform and
“Evolution”, a new investment linked product offered through broker channels.
Property & Casualty
Property & Casualty(“P&C”) gross written premiums were up 5.7%, or +2.8% on a comparable basis to
€18,874 million, mainly driven by France (+3.5% to€5,070 million) and Southern Europe (+4.1% to€3,012 million).
Personal lines(62% of P&C premiums) were up 3.9%, stemming from both Motor (+3%) and Non-Motor (+5%).
- Motor revenues grew 3%, mainly driven by Southern Europe and France up 4% and 2%, respectively, benefiting from
positive net inflows of +125,000 and +100,000 policies (of which +77,600 four wheels policies), respectively. Canada
(up 7%), Turkey (up 17%), Hong Kong (up 19%) and Singapore (up 15%) also contributed to motor revenues growth
while in the United Kingdom, Motor revenues were down -4% due to increased competition in Ireland.
- Non-motor revenues increased by 5% mainly driven by the U.K. health activity, France Construction and Property
business, portfolio evolution and increased tariffs in both Belgium and Canada, an increase of higher insured sums
and new business in Individual disability in the Netherlands and new product launches in Southern Europe.
Commercial lines(37% of P&C premiums) recorded a +1.3% growth.
- Motor revenues were up 1%, mainly as a result of positive trends in France (+4%), Southern Europe (+6%) and
Belgium (+2%), offset by the decrease of U.K. & Ireland revenues (-7%), in a context of intense competition in Ireland.
- Non-motor revenues were up 1% mainly driven by France (+6%) as a result of tariff increases in most business lines,
while maintaining a strict underwriting policy.
Other lines1(1% of P&C premiums) revenues decreased by 13% driven by the planned reduction of assumed business
in Germany.
(1) Please note that U.K. Health is no longer reported in “other” lines but is now allocated between personal non-motor and commercial non-motor lines.
110
International Insurance
International Insurance revenues were up 13.4%, or +10.3% on a comparable basis to€3,813 million, both attributable
to AXA RE and AXA Corporate Solutions Assurance.
AXA RErevenues increased by +17% to€1,451 million mainly due to the non recurrence of some 2004 negative
premium adjustments and the increase in reinstatement premiums linked to major events in 2005. Excluding the two
effects, growth on current year was limited to 6% coming mostly from selected non proportional General Liability
business - taking advantage of favorable pricing conditions - as well as in Credit business, marine offshore and non-
cat property.
AXA Corporate Solutions Assurancerevenues were up +6.6% or +4.8% on a comparable basis to€1,605 million,
reflecting a selective growth in the marine and aviation lines of business. Development remained cautious on
commercial property and liability lines.
Asset management
Asset management revenues increased by +11.5% or 13.7% on a comparable basis to€3,440 million, driven by higher
average Assets Under Management (“AUM”) (+16% compared to 2004) and strong net inflows (€+56 billion).
AllianceBernsteinrevenues were up +6.3% or 9.2% on a comparable basis to€2,472 million as higher investment advisory fees, driven by 11% higher average Assets Under management (“AUM”), and increased performance fees were partly offset by lower distribution revenues due to lower AUM in the retail channel. In addition, Alliance has restructured its private client fee structure during the first half of 2005, effectively eliminating transaction charges while raising base fees.
AUM increased by€95 billion from year-end 2004 to€491 billion at the end of 2005 as a positive exchange rate impact
(€63 billion), a favorable market impact (€34 billion) and strong net positive long-term inflows (€22 billion) more than
offset the€24 billion decrease in AUM related to change in scope mainly linked to the sale of the Cash Management
Services to Federated Investors.
AXA Investment Managersshowed a +27.5% performance or +26.9% on a comparable basis to€968 million, due to AUM growth (+21% on a comparable basis), mostly from third-party retail and institutional client segments which generate higher average fees, and higher performance fees, especially on AXA Rosenberg’s portfolios.
AUM increased by€87 billion from year-end 2004 to€432 billion at the end of 2005 primarily driven by (i)€34 billion of ne t inflows mainly from institutional and retail third-party clients especially on AXA Rosenberg’s products as well as real estate, structured finance and fixed income products, (ii) a€38 billion favorable market impact, (iii) a€6 billion positive foreign exchange rate impact, and (iv)€7 billion following the acquisition of Framlington effective from the beginning of November 2005.
Other Financial Services
Net banking revenues in Other Financial Services were up +10.5% or +13% on a comparable basis to€428 million,
mainly attributable to AXA Bank Belgium (+30.1% to€336 million), as a result of higher revenues on mortgage and
investment loans and lower interest paid for certificates of deposits and deposit accounts, partly offset by lower income
from inter-bank operations and trading.
111
Consolidated net income
The tables below present AXA’s consolidated operating results and contribution to AXA’s consolidated net income by
segment for the periods indicated.
(in Euro million) | |||||||||||||||||||
Years ended December 31, | Variation | ||||||||||||||||||
2006 | 2005 Restated(e) | 2005 As originally presented | 2004 Restated(e) | 2004 As originally presented | 2006/2005 | ||||||||||||||
Gross written premiums | 72,099 | 65,995 | 65,995 | 62,152 | 62,152 | 6,104 | |||||||||||||
Fees and revenues from investment contracts with no participating features | 608 | 509 | 509 | 417 | 417 | 99 | |||||||||||||
Revenues from insurance activities | 72,707 | 66,504 | 66,504 | 62,570 | 62,570 | 6,203 | |||||||||||||
Net revenues from banking activities | 376 | 428 | 428 | 386 | 386 | (52) | |||||||||||||
Revenues from other activities | 5,693 | 4,739 | 4,739 | 4,074 | 4,074 | 953 | |||||||||||||
TOTAL REVENUES | 78,775 | 71,671 | 71,671 | 67,030 | 67,030 | 7,105 | |||||||||||||
Change in unearned premium reserves net of unearned revenues and fees | (476) | (483) | (484) | (104) | (104) | 8 | |||||||||||||
Net investment income | 14,461 | 13,951 | 13,951 | 12,941 | 12,941 | 510 | |||||||||||||
Net realized gains and losses(a) | 4,260 | 3,557 | 3,557 | 3,282 | 3,282 | 703 | |||||||||||||
Change in fair value of financial instruments at fair value through profit & loss(b) | 14,550 | 16,110 | 16,008 | 12,530 | 12,588 | (1,559) | |||||||||||||
Change in financial instruments impairment | (194) | (210) | (210) | (444) | (444) | 16 | |||||||||||||
Net investment result excluding financing expenses | 33,077 | 33,408 | 33,306 | 28,309 | 28,367 | (331) | |||||||||||||
Technical charges relating to insurance activities(b) | (84,836) | (81,791) | (81,791) | (72,959) | (72,959) | (3,046) | |||||||||||||
Net result of reinsurance ceded | (1,455) | (141) | (141) | (1,063) | (1,063) | (1,313) | |||||||||||||
Bank operating expenses | (78) | (61) | (61) | (101) | (101) | (17) | |||||||||||||
Acquisition costs | (7,191) | (6,536) | (6,537) | (5,957) | (5,957) | (655) | |||||||||||||
Amortization of value of purchased life business in force and other intangible assets | (282) | (558) | (558) | (468) | (468) | 276 | |||||||||||||
Administrative expenses(c) | (8,788) | (8,596) | (8,596) | (7,906) | (7,906) | (192) | |||||||||||||
Valuation allowances on tangible assets | 18 | (3) | (3) | (10) | (10) | 21 | |||||||||||||
Change in goodwill impairment | (12) | (70) | (70) | (36) | (36) | 58 | |||||||||||||
Other | (511) | (81) | (81) | (239) | (239) | (430) | |||||||||||||
Other operating income and expenses | (103,135) | (97,839) | (97,839) | (88,739) | (88,739) | (5,297) | |||||||||||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 8,241 | 6,757 | 6,653 | 6,495 | 6,553 | 1,484 | |||||||||||||
Income arising from investment in associates – Equity method | 34 | 21 | 21 | 55 | 55 | 13 | |||||||||||||
Financing debts expenses | (474) | (481) | (602) | (439) | (583) | 7 | |||||||||||||
OPERATING INCOME GROSS OF TAX | 7,801 | 6,296 | 6,072 | 6,111 | 6,026 | 1,505 | |||||||||||||
Income tax(d) | (2,043) | (1,490) | (1,411) | (1,844) | (1,814) | (553) | |||||||||||||
NET OPERATING RESULT | 5,758 | 4,806 | 4,661 | 4,266 | 4,211 | 952 | |||||||||||||
Minority interests share in income | 673 | 488 | 488 | 473 | 473 | 185 | |||||||||||||
NET INCOME (Group share) | 5,085 | 4,318 | 4,174 | 3,793 | 3,738 | 767 |
(b) For the periods ended December 31, 2006, 2005 and 2004, the change in fair value of assets backing contracts with financial risk borne by policyholders impacted the net investment result for€15,370 million,€+13,978 million and€+10,543 million respectively, and benefits and claims by the offset ting amounts respectively.
(c) 2004 administrative expenses and income tax included a€225 exceptional loss and€79 exceptional profit, respectively, resulting from the MONY restructuring, leading to a€–146 impact on net income.
(d) 2005 income included a€71 exceptional loss from the sale of Advest in the United States Holdings, mainly resulting from income tax impacts.
(e) Restated means: (i) following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income, and (ii) in line with the new accounting rule FRS 27, the reclassification in the United Kingdom of some With-Profit technical reserves to allow for all future terminal bonuses payable to With- Profit policyholders within the allocated policyholder reserves, previously held in the unallocated policyholder bonus reserve, without any impact on earnings.
112
NET INCOME | (in Euro million) | ||||||||||||||||||
Years ended December 31, | Variation | ||||||||||||||||||
2006 | 2005 Restated(a) | 2005 As originally presented | 2004 Restated(a) | 2004 As originally presented | 2006/2005 | ||||||||||||||
Life & Savings | 2,957 | 2,404 | 2,404 | 1,826 | 1,826 | 552 | |||||||||||||
Property & Casualty | 1,977 | 1,737 | 1,737 | 1,439 | 1,439 | 239 | |||||||||||||
International Insurance | 244 | 184 | 184 | 244 | 244 | 60 | |||||||||||||
Total Insurance | 5,178 | 4,326 | 4,326 | 3,509 | 3,509 | 852 | |||||||||||||
Asset Management | 610 | 411 | 411 | 304 | 304 | 199 | |||||||||||||
Other Financial Services | 43 | 82 | 82 | 13 | 13 | (39) | |||||||||||||
Total Financial services | 653 | 493 | 493 | 317 | 317 | 160 | |||||||||||||
Holding companies | (745) | (500) | (645) | (33) | (88) | (245) | |||||||||||||
TOTAL | 5,085 | 4,318 | 4,174 | 3,793 | 3,738 | 767 |
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Analysis of investment results
The following table summarizes the net investment results for the periods indicated.
Net investment income | Net realized investment gains and losses | |||||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | |||||||||||
Investment property | 789 | 796 | 776 | 698 | 289 | 451 | ||||||||||
Fixed maturities | 10,703 | 10,263 | 9,518 | 130 | 861 | 517 | ||||||||||
Equity securities | 1,550 | 1,436 | 1,141 | 3,300 | 2,620 | 2,423 | ||||||||||
Non controlled investment funds | 274 | 194 | 227 | 258 | 185 | 179 | ||||||||||
Other assets held by consolidated investment funds designated as at fair value through profit & loss | 208 | 141 | – | (7) | (1) | – | ||||||||||
Loans | 1,005 | 1,018 | 1,025 | (2) | (115) | 1 | ||||||||||
Assets backing contracts where the financial risk is borne by policyholders | 527 | 590 | 234 | – | – | – | ||||||||||
Hedge accounting derivatives | – | – | – | – | – | – | ||||||||||
Other derivatives | (162) | (337) | – | 140 | (94) | (39) | ||||||||||
Investment management expenses | (900) | (578) | (588) | – | – | – | ||||||||||
Other | 467 | 428 | 606 | (258) | (188) | (249) | ||||||||||
NET INVESTMENT RESULT | 14,461 | 13,951 | 12,941 | 4,260 | 3,557 | 3,282 |
FOCUS ON EXCEPTIONAL OPERATIONS INCLUDED IN NET INCOME
2006 net income included€196 million related to exceptional operations, mainly:
- a net dilution gain at AllianceBernstein (€+86 million) as a result of the issuance of AllianceBernstein units and the
reversal of a deferred tax liability from prior period;
- a net realized capital gain (€+66 million) in Other International activities resulting from the sale of AXA RE’s business
to Stone Point; and
- a gain in the United States Holdings (€+43 million) resulting from a favorable tax settlement on the sale of DLJ in
2000.
2005 net incomeincluded€–72 million from exceptional operations mainly stemming from a net realized loss in the
United States Holdings (€–69 million) as a result of the sale of Advest.
2004 net incomeincluded (i) an exceptional net realized gain in the Netherlands Holding (€+104 million) as a result of
the sale of Unirobe, a Dutch brokerage company, and (ii) a€–146 million expense (net of tax) in the United States
related to MONY restructuring provisions.
114
(in Euro million) | ||||||||||||||||||||||||||
Change in fair value of financial instruments at fair value through profit & loss | Change in financial instruments impairment | Net investment result excluding financing expenses | ||||||||||||||||||||||||
(Years ended December 31) | ||||||||||||||||||||||||||
2006 | 2005 Restated(a) | 2005 As originally presented | 2004 Restated(a) | 2004 As originally presented | 2006 | 2005 | 2004 | 2006 | 2005 Restated(a) | 2005 As originally presented | 2004 Restated(a) | 2004 As originally presented | ||||||||||||||
384 | 375 | 375 | 403 | 403 | 38 | (19) | (90) | 1,909 | 1,441 | 1,441 | 1,540 | 1,540 | ||||||||||||||
(1,329) | 202 | 202 | 748 | 748 | (78) | (23) | (32) | 9,426 | 11,303 | 11,303 | 10,752 | 10,752 | ||||||||||||||
1,031 | 1,492 | 1,492 | 426 | 426 | (145) | (136) | (285) | 5,736 | 5,412 | 5,412 | 3,706 | 3,706 | ||||||||||||||
(13) | 47 | 47 | (13) | (13) | (5) | (10) | (13) | 515 | 417 | 417 | 380 | 380 | ||||||||||||||
16 | 93 | 93 | 1 | 1 | – | – | – | 217 | 234 | 234 | 1 | 1 | ||||||||||||||
(166) | 63 | 63 | (47) | (47) | (2) | (19) | (31) | 836 | 947 | 947 | 948 | 948 | ||||||||||||||
15,370 | 13,978 | 13,978 | 10,543 | 10,543 | – | – | – | 15,897 | 14,568 | 14,568 | 10,778 | 10,778 | ||||||||||||||
(460) | (195) | (195) | 269 | 269 | – | – | – | (460) | (195) | (195) | 269 | 269 | ||||||||||||||
(492) | (101) | (101) | (373) | (373) | – | – | – | (514) | (532) | (532) | (412) | (412) | ||||||||||||||
– | – | – | – | – | – | – | – | (900) | (578) | (578) | (588) | (588) | ||||||||||||||
208 | 155 | 53 | 572 | 631 | (2) | (3) | 6 | 415 | 393 | 291 | 935 | 994 | ||||||||||||||
14,550 | 16,110 | 16,008 | 12,529 | 12,588 | (194) | (210) | (444) | 33,077 | 33,408 | 33,306 | 28,308 | 28,367 |
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
The net income for the full year 2006 was€5,085 million, up 18% or€767 million compared to full year 2005 (or 18%
and 784 million on a constant exchange rate basis), with all major business contributing positively to this performance.
Net investment resultwas€33,077 million in 2006, down€–331 million (or -1%) compared to 2005, mainly driven
by:
(i) a 4% increase in net investment income (€+510 million), notably attributable to the Life & Savings segment, mainly
in Japan, reflecting higher yields and increased asset bases, and significantly related to fixed maturities, and
(ii) a€703 million increase in net realized investment gains and losses, mainly in France Life & Savings, more than offset
by,
(iii)€–1,559 million lower change in fair value of financial instruments at fair value through profit and loss resulting from
all assets categories (and despite a€+1,392 million increase in change in fair value of assets backing contracts with
financial risk borne by policyholders), and
(iv) a€16 million decrease in change in financial instruments’ impairment.
115
Other operating income and expenseswere€–103,135 million in 2006, up€–5,297 million, driven by the increase
in technical charges related to insurance activities (€3,046 million increase), including:
(i)€4,130 million in the Life & Savings segment notably driven by activity growth; and
(ii)€494 million in the Property & Casualty segment, due mainly to activity growth, as combined ratios improved in
2006, partly offset by;
(iii) lower technical charges of€–1,525 million in the International Insurance segment, from higher major losses in 2005.
The increase inincome tax expensesmainly resulted from higher pretax income.
The contribution to AXA’s consolidated net incomeof each operating segmentis set out below:
Life & Savings segment
Net income improved by 23 % up to€2,957 million (or +24% to€2,980 million on a constant exchange rate basis),
driven by higher income in almost all countries, in particular France (€+146 million), United States (€+147 million,
including€+92 million favorable income tax settlement), the United Kingdom (€+94 million), and Belgium
(€+180 million mainly driven by higher realized capital gains).
Property & Casualty segment
Net income increased by€239 million (+14%) to€1,977 million (or +13% at constant exchange rates), attributable to
almost all countries, in particular Belgium (€+101 million), France (€+51 million), Southern Europe (€+36 million) and
Canada (€+26 million). Overall, these increases were driven by improved technical profitability (even if partly offset by
higher expenses), combined with higher volumes of business and higher investment results driven by increased
invested assets.
International Insurance segment
The contribution of this segment to AXA’s consolidated net income increased by€60 million (€+59 million on a constant
exchange rate basis) to€244 million, including notably the contribution of AXA RE run-off portfolio (driven by favorable
claims experience on 2005 and prior years) and a€66 million net gain on the sale of the AXA RE business.
Asset Management segment
The contribution of this segment to AXA’s consolidated net income rose by€199 million (or€203 million on a constant
exchange rate basis) to€610 million was mainly attributable to business growth and improved efficiency at both AXA
Investment Managers and AllianceBernstein, but also to a net€86 million dilution gain at AllianceBernstein.
Other Financial Services segment
The contribution of this segment to net income in 2006 decreased by€39 million to€43 million, primarily due to lower
net income in AXA Bank Belgium due to lower fixed income capital gains, a lower interest margin and the non recurrence
of the 2005 reversal of a provision for risks related to loan activities in France following a favorable court decision.
Holding Companies
The activities from the holding companies resulted in a net loss of€–745 million in 2006 as compared to a net loss of
€–500 million in 2005, mainly resulting from a€–404 million change in the mark to market of interest rate derivative
instruments not considered as hedge accounting in AXA SA.
116
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
The net income Group share for the full year 2005 was€4,318 million, up 14% or a€525 million increase compared
to full year 2004. This increase results from improved operational results from our three insurance segments as well as
from our Asset Management segment.
Net investment resultwas€33,408 million, up€+5,099 million, mainly driven by:
(i) an 8% increase in net investment income (€+1,010 million), notably attributable to the Life & Savings segment,
reflecting higher yields and increased asset bases, notably in the United States, and significantly relating to fixed
maturities;
(ii) a€275 million increase in net realized investment gains and losses;
(iii)€+3,580 million higher changes in fair value of financial instruments at fair value through profit and loss (including a
€3,435 million increase in change in fair value of assets backing contracts with financial risks borne by
policyholders); and
(iv) a€235 million decrease in change in financial instruments impairment.
Other operating income and expenseswere€–97,839 million, an increase of€–9,100 million, driven by the
increase in technical charges relating to insurance activities (€–8,832 million), including :
(i)€–7,308 million in the Life & Savings segment notably as a counterpart of the growth and of the improvement in the
net investment result (including the€+3,435 million increase in change in fair value of assets backing contracts with
financial risks borne by the policyholders);
(ii)€–388 million in the Property & Casualty segment, due mainly to growth, as technical results improved in 2005; and
(iii)€–964 million in the International Insurance segment, impacted by higher major losses in 2005.
The decrease inincome tax expensesmainly results from the re-estimation of the Japanese deferred tax, for
€302 million, reflecting the improvement in recoverability of the tax losses carried forward.
The contribution to AXA’s consolidated net income increasein respect of each operating segmentis set out below:
Life & Savings segment
Net income increased by€579 million (or€589 million at constant exchange rate) to€2,404 million. This improvement
was mainly attributable to higher fees and revenues, due to growth and market appreciation, and also to a higher net
investment result notably reflecting increased net investment income (higher capital gains) and lower impairment
charges. This increase was primarily driven by the United States (up€296 million) which benefited notab ly from the
€141 million full-year contribution of MONY for the first time against only 6 months in 2004, and from the non
recurrence of MONY restructuring provisions of€146 million in 2004, Japan (up€118 million), and France (up
€97 million).
Property & Casualty segment
Net income increased by€298 million, to€1,737 million, mainly resulting from Germany (€+132 million) and United
Kingdom (€+92 million). Overall, these increases were driven by improved technical profitability, combined with higher
volumes of business, and higher investment results driven by both increased invested assets and higher changes in fair
value of invested assets.
117
International Insurance segment
The contribution of this segment to AXA’s consolidated net income decreased by€60 million, from€244 million to
€184 million in 2005, mainly attributable to AXA RE (€–59 million), which suffered from lower technical results mainly
attributable to seven major losses in 2005, including the hurricanes Katrina, Rita and Wilma.
Asset Management segment
The contribution of this segment to AXA’s consolidated net income in 2005 increased by€107 million to€411 million,
attributable both to AXA Investment Managers, mainly due to business growth and higher assets under management
(which reached a record level of€923 billion), to improvements in the cost income ratio and to AllianceBernstein both
on constant and current exchange rate bases due to higher earnings and higher ownership interest in AllianceBernstein.
Other Financial Services segment
The contribution of this segment to net income in 2005 increased by€69 million to€82 million. This increase was
primarily due to higher net income in AXA Bank Belgium (€+59 million to€69 million), attributable to improved gains
coming from higher interest margins and change in fair value of derivatives, and from the reversal of a provision for risks
related to loan activities in France following a favorable court decision (€16 million). In addition, the€10 million increase
in net income from other entities of the segment is mostly due to the positive impact of the 2005 run-off development
of the CFP subgroup.
Holding Companies
The activities from the holding companies resulted in a net loss of€500 million in 2005 as compared to a net loss of
€33 million in 2004. The 2005 results mainly included a€69 million realized capital loss on the disposal of Advest, while
2004 results included an exceptional profit in the Netherlands Holding (€+104 million) as a result of the sale of Unirobe,
Dutch brokerage company. In addition, 2005 net income showed a decline of the change in fair value of foreign
currencies options and interest rate swaps mainly resulting from a lower decrease of Euro interest rates in 2005 as
compared to 2004, which mainly impacted AXA SAs results.
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Consolidated Shareholders’ Equity
At December 31, 2006, consolidated shareholders’ equity totaled€47,226 billion. The movement in shareholders’
equity since January 1, 2004 is presented in the table below:
Shareholders’ Equity | Shareholders’ Equity | Number of ordinary | ||||||||
Restated(c) | As originally presented | outstanding shares | ||||||||
(in Euro million) | (in Euro million) | (in million) | ||||||||
At January 1, 2004 | 25,175 | 22,469 | 1,778 | |||||||
– Share capital | 298 | 298 | 130 | |||||||
– Capital in excess of nominal value | 1,364 | 1,364 | – | |||||||
– Equity-share based compensation | 28 | 28 | – | |||||||
– Treasury shares sold or bought in open market | 124 | 124 | – | |||||||
– Change in equity component of compound financial instruments | – | – | – | |||||||
– Super subordinated debt (including accrued interests) | 872 | 623 | – | |||||||
– Fair value recorded in shareholders’ equity | 1,514 | 1,514 | – | |||||||
– Impact of currency fluctuations | (686) | (724) | – | |||||||
– Cash dividend | (676) | (676) | – | |||||||
– Other | 84 | 84 | – | |||||||
– Net income for the period | 3,793 | 3,738 | – | |||||||
– Actuarial gains and losses on pension benefits | (319) | (319) | – | |||||||
At December 31, 2004 | 31,571 | 28,523 | 1,908 | |||||||
– Share capital(a) | (84) | (84) | (37) | |||||||
– Capital in excess of nominal value(b) | (966) | (966) | – | |||||||
– Equity-share based compensation | 57 | 57 | – | |||||||
– Treasury shares sold or bought in open market | (272) | (272) | – | |||||||
– Change in equity component of compound financial instruments | – | – | – | |||||||
– Super subordinated debt (including accrued interests) | (231) | 217 | – | |||||||
– Fair value recorded in shareholders’ equity | 2,418 | 2,418 | – | |||||||
– Impact of currency fluctuations | 1,361 | 1,428 | – | |||||||
– Cash dividend | (1,164) | (1,164) | – | |||||||
– Other | (68) | (68) | – | |||||||
– Net income for the period | 4,318 | 4,174 | – | |||||||
– Actuarial gains and losses on pension benefits | (415) | (415) | – | |||||||
At December 31, 2005 | 36,525 | 33,847 | 1,872 | |||||||
– Share capital | 507 | – | 221 | |||||||
– Capital in excess of nominal value | 3,800 | – | – | |||||||
– Equity-share based compensation | 106 | – | – | |||||||
– Treasury shares sold or bought in open market | 137 | – | – | |||||||
– Change in equity component of compound financial instruments | – | – | – | |||||||
– Super subordinated debt (including accrued interests) | 3,539 | – | – | |||||||
– Fair value recorded in shareholders’ equity | (375) | – | – | |||||||
– Impact of currency fluctuations | (764) | – | – | |||||||
– Cash dividend | (1,647) | – | – | |||||||
– Other | 60 | – | – | |||||||
– Net income for the period | 5,085 | – | – | |||||||
– Actuarial gains and losses on pension benefits | 252 | – | – | |||||||
At December 31, 2006 | 47,226 | – | 2,093 |
(a) Including€–88 million related to the AXA / FINAXA merger.
(b) Including€–852 million related to the AXA / FINAXA merger.
(c) Restated means: following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual
subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income. Details are provided
in note 13 of the financial statements included in Item 18 of this Annual Report.
119
Earnings per share (EPS)
2006 | 2005 Restated(a) | ||||||||||||
Basic | Fully diluted | Basic | Fully diluted | ||||||||||
Net income | 5,085 | 5,199 | 4,318 | 4,428 | |||||||||
Weighted number of shares | 1,947.8 | 2,031.7 | 1,917.5 | 1,991.0 | |||||||||
Net income per ordinary share | 2.61 | 2.56 | 2.25 | 2.22 |
(a) Restated means: following clarification of the IFRIC agenda committee following the IASB decision, AXA has reclassified TSDI instruments (perpetual
subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income. Details are provided
in note 13 of the financial statements included in Item 18 of this Annual Report.
Return on equity (ROE)
(in Euro million except variations in basis points) | |||||||||||||||||||
Years ended December 31, | Variation | ||||||||||||||||||
2006 | 2005 Restated(a) | 2005As originallypresented | 2004 Restated(a) | 2004As originallypresented | 2006/ 2005 | ||||||||||||||
Net income | 5,085 | 4,318 | 4,174 | 3,793 | 3,738 | ||||||||||||||
Average shareholders’ equity | 38,644 | 32,060 | 29,269 | 26,135 | 23,285 | ||||||||||||||
ROE | 13.2% | 13.5% | 14.3% | 14.5% | 16.1% | –0.3 pts |
subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income. Details are provided
in note 13 of the financial statements included in Item 18 of this Annual Report.
120
(in Euro million except ordinary shares in million and net income per share in Euro) | ||||||||||||||||
Years ended December 31, | Variation | |||||||||||||||
2005 | 2004 | 2004 | 2006 / 2005 | |||||||||||||
As originally presented | Restated(a) | As originally presented | ||||||||||||||
Basic | Fully diluted | Basic | Fully diluted | Basic | Fully diluted | Basic | Fully diluted | |||||||||
4,174 | 4,283 | 3,793 | 3,899 | 3,738 | 3,844 | |||||||||||
1,880.9 | 1,954.4 | 1,838.8 | 1,968.6 | 1,803.7 | 1,933.5 | |||||||||||
2.22 | 2.19 | 2.06 | 1.98 | 2.07 | 1.99 | 15.9% | 15.1% |
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LIFE & SAVINGS
SEGMENT
The tables below present the operating results of AXA’s Life & Savings segment, as well as the contribution to gross
revenues and net income attributable to the principal geographic operations within this segment for the periods
indicated. The information below is before elimination of inter-company transactions.
(in Euro million) | ||||||||||||||||
Years ended December 31, | Variation | |||||||||||||||
2006 | 2005 | 2005 | 2004 | 2006/2005 | ||||||||||||
Restated(b) | As originally presented | |||||||||||||||
Gross written premiums | 48,793 | 43,502 | 43,502 | 41,111 | 5,291 | |||||||||||
Fees and revenues from investment contracts with no participating features | 608 | 509 | 509 | 417 | 99 | |||||||||||
Revenues from insurance activities | 49,401 | 44,011 | 44,011 | 41,529 | 5,390 | |||||||||||
Net revenues from banking activities | – | – | – | – | – | |||||||||||
Revenues from other activities | 1,084 | 1,115 | 1,115 | 824 | (31) | |||||||||||
TOTAL REVENUES | 50,485 | 45,126 | 45,126 | 42,353 | 5,359 | |||||||||||
Change in unearned premium reserves net of unearned revenues and fees | (249) | (178) | (179) | (131) | (71) | |||||||||||
Net investment income | 12,372 | 12,003 | 12,003 | 11,186 | 368 | |||||||||||
Net realized gains and losses | 3,475 | 2,889 | 2,889 | 2,492 | 587 | |||||||||||
Change in fair value of financial instruments at fair value through profit & loss(a) | 14,898 | 16,006 | 16,006 | 12,080 | (1,107) | |||||||||||
Change in financial instruments impairment | (135) | (107) | (107) | (264) | (29) | |||||||||||
Net investment result excluding financing expenses | 30,610 | 30,792 | 30,792 | 25,494 | (181) | |||||||||||
Technical charges relating to insurance activities(a) | (69,815) | (65,684) | (65,684) | (58,376) | (4,130) | |||||||||||
Net result of reinsurance ceded | (28) | (7) | (7) | 17 | (21) | |||||||||||
Bank operating expenses | – | – | – | – | – | |||||||||||
Acquisition costs | (3,103) | (2,855) | (2,855) | (2,602) | (248) | |||||||||||
Amortization of value of purchased life business in force and other intangible assets | (282) | (558) | (558) | (468) | 276 | |||||||||||
Administrative expenses | (2,871) | (3,017) | (3,017) | (3,002) | 146 | |||||||||||
Valuation allowances on tangible assets | 7 | (4) | (4) | (3) | 12 | |||||||||||
Change in goodwill impairment | – | (70) | (70) | – | 70 | |||||||||||
Other | (167) | (17) | (17) | (266) | (150) | |||||||||||
Other operating income and expenses | (76,259) | (72,214) | (72,214) | (64,700) | (4,045) | |||||||||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 4,587 | 3,525 | 3,524 | 3,016 | 1,062 | |||||||||||
Income arising from investment in associates – Equity method | 12 | 10 | 10 | 10 | 2 | |||||||||||
Financing debts expenses | (106) | (119) | (119) | (100) | 12 | |||||||||||
OPERATING INCOME GROSS OF TAX | 4,493 | 3,417 | 3,416 | 2,926 | 1,076 | |||||||||||
Income tax | (1,319) | (844) | (843) | (971) | (475) | |||||||||||
NET OPERATING RESULT | 3,175 | 2,573 | 2,573 | 1,954 | 601 | |||||||||||
Minority interests share in income | 218 | 169 | 169 | 129 | 49 | |||||||||||
NET INCOME (Group share) | 2,957 | 2,404 | 2,404 | 1,826 | 552 |
(b) Restated means: in line with the new accounting rule FRS 27, the reclassification in the United Kingdom of some With-Profit technical reserves to allow for all future terminal bonuses payable to With-P rofit policyholders within the allocated policyholder reserves, previously held in the unallocated policyholder bonus reserve, without any impact on earnings.
Note: from 2006, P.T. Kotak Biru Konsultama and PT. Indonesia Emas Perkasa (Former MLC Indonesia) and P.T. Life Indonesia are fully consolidated, and Thaïland
and Philippines subsidiaries are equity-accounted.
122
CONSOLIDATED GROSS REVENUES(a) | (in Euro million) | ||||||||||||
Years ended December 31, | Variation | ||||||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||||||
France | 14,802 | 13,237 | 11,545 | 1,565 | |||||||||
United States | 15,390 | 13,940 | 12,847 | 1,450 | |||||||||
United Kingdom | 4,292 | 2,395 | 2,420 | 1,896 | |||||||||
Japan | 5,027 | 4,735 | 5,526 | 292 | |||||||||
Germany | 3,681 | 3,585 | 3,499 | 96 | |||||||||
Belgium | 2,512 | 2,734 | 2,188 | (222) | |||||||||
Southern Europe | 1,357 | 1,439 | 1,333 | (82) | |||||||||
Other countries | 3,424 | 3,060 | 2,995 | 364 | |||||||||
TOTAL | 50,485 | 45,126 | 42,353 | 5,359 | |||||||||
Intercompany transactions | (7) | (10) | (9) | 3 | |||||||||
Contribution to consolidated gross revenues | 50,479 | 45,116 | 42,344 | 5,363 |
(a) Before elimination of intercompany transactions.
NET INCOME | (in Euro million) | |||||||||
Years ended December 31, | Variation | |||||||||
2006 | 2005 | 2004 | 2006/2005 | |||||||
France | 776 | 630 | 534 | 146 | ||||||
United States | 1,020 | 872 | 577 | 147 | ||||||
United Kingdom | 138 | 44 | (27) | 94 | ||||||
Japan | 256 | 392 | 274 | (135) | ||||||
Germany | 81 | 36 | (3) | 46 | ||||||
Belgium | 310 | 131 | 191 | 180 | ||||||
Southern Europe | 57 | 57 | 50 | (1) | ||||||
Other countries | 318 | 242 | 230 | 76 | ||||||
Contribution to net income | 2,957 | 2,404 | 1,826 | 552 |
In 2006, the Life & Savings segment accounted for 64% of AXA’s consolidated gross revenues after elimination of
intercompany transactions (63% in 2005 and 63% in 2004). The Life & Savings segment was the primary contributor
to AXA’s 2006 (58%), 2005 (56%) and 2004 (48%) consolidated net income.
123
Analysis of investment results
The following table summarizes the net investment results of AXA’s Life & Savings operations by type of invested
financial assets for the periods indicated before elimination of intercompany transactions.
Net investment income | Net realized investment gains and losses | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Investment property | 680 | 726 | 650 | 677 | 269 | 376 | |||||||
Fixed maturities | 9,072 | 8,750 | 8,189 | 264 | 653 | 452 | |||||||
Equity securities | 1,200 | 1,126 | 887 | 2,549 | 2,124 | 1,799 | |||||||
Non controlled investment funds | 230 | 175 | 207 | 124 | 89 | 119 | |||||||
Other assets held by consolidated investment funds designated as at fair value through profit & loss | 198 | 138 | – | (7) | – | – | |||||||
Loans | 1,152 | 1,144 | 1,174 | (4) | 7 | 1 | |||||||
Assets backing contracts where the financial risk is borne by policyholders | 527 | 590 | 234 | – | – | – | |||||||
Hedge accounting derivatives | – | – | – | – | – | – | |||||||
Other derivatives | (212) | (406) | – | 149 | (98) | (45) | |||||||
Investment management expenses | (891) | (746) | (668) | – | – | – | |||||||
Other | 416 | 506 | 514 | (275) | (154) | (210) | |||||||
NET INVESTMENT RESULT | 12,372 | 12,004 | 11,186 | 3,475 | 2,889 | 2,492 |
The year to year commentaries below are based on operating results of the segment before elimination of intercompany
transactions (refer to note 3 “Segmental information” to the Consolidated Financial Statements included in Item 18 in
this Annual Report for further information).
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Gross revenues(before elimination of intercompany transactions) increased by€5,359 million to€50,485 million. Net of
elimination of intercompany transactions, Life & Savings gross revenues increased by€5,363 million to€50,479 million,
or€+5,750 million on a constant exchange rate basis.
For a detailed analys is of Life & Savings gross revenues, refer to Item 5 - Consolidated Gross Revenues section.
The net investment resultexcluding financing expenses decreased by€181 million to€30,610 million in 2006 as
compared to 2005. This evolution was attributable to the following:
a) A€368 million increase in net investment income to€12,372 million, resulting mainly from:
- a€+531 million increase in Japan, resulting from (i) higher income related to derivative instruments (€+370 million),
primarily attributable to the fact that the hedge cost related to forex hedging (€–444 million) was classifi ed as capital
gain or loss from 2006, and (ii) higher return on the alternative/hedge funds (€+100 million); and
124
(in Euro million)(a) | |||||||||||||||||||
Change in fair value of financial instruments at fair value through profit & loss | Change in financial instruments impairment | Net investment result excluding financing expenses | |||||||||||||||||
Years ended December 31, | |||||||||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | 2006 | 2005 | 2004 | |||||||||||
356 | 359 | 405 | 34 | 8 | (57) | 1,747 | 1,362 | 1,374 | |||||||||||
(1,291) | 169 | 692 | (73) | (23) | (23) | 7,972 | 9,549 | 9,311 | |||||||||||
923 | 1,371 | 361 | (88) | (70) | (156) | 4,584 | 4,551 | 2,890 | |||||||||||
(14) | 34 | (12) | (2) | (4) | (1) | 338 | 295 | 313 | |||||||||||
18 | 83 | 2 | – | – | – | 208 | 221 | 2 | |||||||||||
(166) | 75 | (48) | (6) | (19) | (26) | 976 | 1,207 | 1,101 | |||||||||||
15,370 | 13,978 | 10,543 | – | – | – | 15,897 | 14,568 | 10,778 | |||||||||||
(97) | (122) | (88) | – | – | – | (97) | (122) | (88) | |||||||||||
(403) | (24) | (395) | – | – | – | (466) | (528) | (440) | |||||||||||
– | – | – | – | – | – | (891) | (746) | (668) | |||||||||||
203 | 82 | 620 | – | – | (1) | 343 | 435 | 922 | |||||||||||
14,898 | 16,006 | 12,080 | (135) | (107) | (264) | 30,610 | 30,792 | 25,494 |
- €+80 million in Germany driven by higher level of income from fixed income securities, due to higher total assets,
the increase in the portion of corporate bonds and the extended duration;
Partly offset by:
- €–277 million in the United States primarily due to:
• the decline in fair values of derivative instruments, including those related to the economic hedging programs
implemented to mitigate certain risks associated with GMDB/GMIB features of certain variable annuity contracts,
and interest rate swap floor contracts,
• partially offset by an increase in cash and short-term investment income, due to higher yields and higher income
on other equity investments;
b) A€587 million increase in net realized investment gains and losses, to€3,475 million, resulting from increases in most
countries, of which€+639 million was generated in France mainly on equities,€+187 million in Belgium,€+73 m illion
in the United States,€75 million in the United Kingdom, and€+74 million in Germany, partly offset by a€–668 million
decrease in Japan, including hedge cost related to forex hedging (classified as capital gains from 2006), and lower net
capital gains as a consequence of the significant 2005 net capital gains driven by the shift from U.S.$/Euro bonds to
Japanese Government bonds;
c) A€–1,107 million reduction in the change in fair value of financial instruments through profit and loss to€14,898 million, resulting from:
- a€–1,460 million lower change in fair value of fixed maturities, attributable to the increase in interest rates in 2006,
since most of the portfolio is made of fixed income assets. This decrease was attributable in particular to the United
Kingdom (€–1,343 million);
125
- a€–448 million decrease in the change in fair value of equity securities (including the United Kingdom
€–223 million and Japan€–160 million), since equity markets increased to a lesser extent in 2006 than in 2005.
- a€–354 million decrease in change in fair value of derivative instruments (including France€–233 million).
These changes were partly offset by a favorable increase in the change in fair value of assets backing contracts with
financial risk borne by the policyholders (€+1,392 million to€15,370 million), resulting primarily from a strong
increase in the United States (€+4,056 million), partly offset by lower changes in fair value in France (€–889 million),
the United Kingdom (€–1,661 million), Germany (€–68 million), and the Netherlands (€–178 million);
d) A€–29 million increase in impairment of financial instruments.
Technical charges relating to insurance activitiesincreased by€4,130 million (+6%) to€69,815 million, principally
due to the increase in total revenues and increased charges related to change in technical liabilities backing contracts
with financial risk borne by the policyholders, reflecting the higher change in fair value of the corresponding assets.
Most important contributors to the increase in technical charges were : (i) the United States (€+5,285 million to
€22,320 million), due primarily to the increase in the change in fair value of assets with financial risk borne by the
policyholders, lower GMDB/GMIB benefits and reserves due to the improvements in the equity markets, and lower
benefits in the reinsurance assumed and individual health product lines, and (ii) France (€+696 million to€19,382 million
due to the increase in total revenues and to the increase in unit-linked reserves as a consequence of the revaluation of
unit-linked assets).
This increase was partly offset by the United Kingdom, (€–1,498 million to€–9,884 million), the reduction being
primarily due to (i) reductions in With-Profits reserves of€3,361 million following increased bond yields and high levels
of surrenders during 2006, partly offset by (ii) increased unit-linked reserves (€+769 million) following net new money
growth and investment return, and (iii) increased policy benefit payments (€1,195 million) following increased surrenders
during 2006 in the wake of Pensions Simplification.
In addition, in Australia / New Zealand, technical charges decreased by€351 million to€1,596 million, mainly due to
the reclassification of policyholder tax to income tax expenses.
Acquisition costs(DAC and equivalent capitalization, net of amortization, and insurance acquisition expenses)
increased by€248 million to€3,103 million (+9%). This resulted from the combination of (i) a€312 million higher DAC
amortization (including€+108 million in Germany which was mainly attributable to a positive one-off effect in 2005
resulting from an enhanced scope of de-zillmerized products in Life, and€+193 million in the United States reflecting
reactivity to higher margins in products which are DAC-reactive and favorable DAC unlocking for expected higher
emerging margins on annuity and variable and interest sensitive life products), (ii) a€168 million increase in acquisition
costs, and (iii) a€75 million higher amortization net rights to future management fees (also called Deferred Origination
Costs or “DOC”), partly offset by higher DAC capitalization (€169 million) and interests capitalized (€147 million).
Amortization of value of purchased life business inforce and other intangible assetsdecreased by
€–276 million to€282 million (-49%), mainly because of the 2005 non-recurring charge in Japan related to a change
in future investment assumptions.
Administrative expenseswere€2,871 million in 2006, down by 5% or€–146 million as compared to 2005, including
a€–290 million decrease in the United States following the sale of Advest in November 2005.
126
Other expensesincreased by€150 million in 2006, notably because 2005 expenses were reduced by a€151 million
net realized gain on the sale of the headquarter property of AXA Japan during the second half of the year.
Income tax expensesincreased by€475 million to€1,319 million. This was mostly attributable to a€540 million
increase in tax charge in Japan, whereas in 2005, income tax expenses reflected the reestimation of deferred taxes
recorded during the prior years. In addition, in Australia / New Zealand, income tax expenses increased by€251 million
to€234 million, reflecting the reclassification of policyholder tax and dividends due to participating policyholders from
the technical charges to income tax expense. These increases were partly offset by lower 2006 tax charges (i) in France
(€–107 million) (a) as some dividends on equities were taxed at a reduced rate while previously taxed at the full rate,
following a portfolio reallocation and (b) due to the split between short-term and long-term taxable income, and (ii) in
the United Kingdom (€–184 million), as policyholder tax decreased by€–357 million as a result of lower inves tment
gains, partly offset by non-recurring increases in deferred tax provisions of€167 million, which was primarily as result
of a reassessment of the likelihood of a future distribution from the attributed Inherited Estate. In addition, 2006 tax
charges in the United States were reduced by a€92 million tax settlement.
Net incomeincreased by€552 million (or€576 million at a constant exchange rate) to€2,957 million. This
improvement was mainly attributable to higher revenues due to activity growth and market appreciation, in spite of
reduced net investment result (excluding any change in fair value of assets with financial risk carried by policyholders)
notably reflecting lower changes in fair value of invested assets despite increased net investment income and higher
capital gains. This increase was primarily driven by France (up€146 million), the United States (up€147 million), and
Belgium (up€180 million).
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Gross revenues(before elimination of intercompany transactions) increased by€2,773 million to€45,126 million, or
€2,896 million on a constant exchange rates basis, given the impact of exchange rates fluctuation (€–123 million). Net of
elimination of intercompany transactions, Life & Savings gross revenues increased by€2,772 million to€45,116 million,
or€+2,895 million on a constant exchange rate basis.
For a detailed analysis of Life & Savings gross revenues, refer to Item 5 - Consolidated Gross Revenues section.
Thenet investment resultexcluding financing expenses increased by€5,298 million in 2005 as compared to 2004.
This strong increase was primarily attributable to:
- A€817 million increase in net investment income, mainly driven by (i) France, where investment revenues rose by
€248 million, mainly benefiting from the increase in dividend yields in the European equity market and from an
increase in asset base, (ii) the United States, where net investment income increase reached€172 million primarily
due to an increase in distributions from private equity funds and higher assets in the General Account, partially offset
by lower yie lds in fixed maturities and mortgages driven by lower reinvestment rates.
- The 2005 net realized gains were€397 million higher as compared to 2004, to€2,889 million. This increase was
mainly driven by (i) the United Kingdom, where net realized gains increased by€333 million due to equities (ii) AXA
Japan, where net realized gains were€345 million higher following a change in asset allocation from U.S. bonds to
Japanese Government bonds. These higher gains are partly compensated by (iii) a€230 million reduction in net
realized gains in Germany, due to higher capital gains in 2004 from equities and fixed income securities, as a result
127
of portfolio changes especially driven by Axa Equity Universe repositioning in equity special funds in 2004 and (iv) a
€108 million reduction of capital gains in the United States, down to€17 million primarily on fixed maturities and
equities.
- A€3,926 million increase in the change in fair value of financial instruments at fair value through profit and losses (+33% on a current exchange rate basis), reflecting the rise of the world’s major equity indices, as well as stock market increase during 2005. In particular, changes in fair value of financial instruments includes a€3,435 million increase in change in fair value of assets backing contracts with financial risks borne by the policyholders including a€2,052 m illion increase in France, and a€2,849 million increase in the United Kingdom, both countries benefiting from favorable European stock and fixed maturities markets in 2005. These changes are partly compensated by a€1,711 decrease in fair value of assets backing contracts with financial risks borne by the policyholders in the United States, mainly because market appreciation in 2004, both first and second half, was far greater than in 2005 primarily due to weak markets in the first half of 2005. The corresponding change in liabilities is shown in the technical charges relating to insurance activities below.
- The impairment charge decreased by€–157 million from€264 million to€107 million, including a€70 million net
impairment charge on equities as compared to€156 million in 2004, an€8 million net impairment reversal on
investment properties as compared to an impairment charge of€55 million in 2004, and a€23 million net impairment
charge on fixed maturities, in line with 2004. The main contributors to the 2005 valuation allowance are Germany
(€53 million), Japan (€30 million) and Belgium (€25 million).
Technical charges relating to insurance activitiesincreased by€7,308 million up to€65,684 million (or +13%),
mainly due to positive market developments and increased revenues and policyholders bonus, and include a
€3,435 million increase in charges relating to change in technical liabilities backing contracts with financial risks borne
by the policyholders, reflecting the higher change in fair value of the corresponding assets.
Acquisition costsinclude DAC and equivalent capitalization and insurance acquisition expenses. Acquisition costs
increased by€254 million in 2005 as compared to 2004 (or€264 million at constant exchange rates), resulting from
the combination of a€870 million increase in deferred acquisition cost capitalization (including a€513 million increase
in the United States), a€958 million increase in amortization charge (mainly reflecting reactivity to higher margins in
products which are “DAC reactive”), and a€165 million increase in acquisition costs, mainly in the United States (as a
result of MONY full year integration) and the United Kingdom.
Amortization of value of purchased life business in forceand other intangible assets increased by€90 million up
to€558 million. The main contributor to the 2005 charge was Japan (€372 million) mainly due to a change in future
investment assumptions.
Administrative expenseswere€3,017 million in 2005, up by 1% as compared to 2004, reflecting slight increases in
most countries, compensated by the non repetition in 2005 of€225 million expenses occurred in 2004 in the United
States due to the integration of MONY.
The€70 million increase ingoodwill impairmentreflects the exceptional decrease coming from the reestimation of
the deferred tax asset in Japan for the part which was recognized by Nichidan at the time it was purchased by AXA.
128
Other expensesdecreased by€249 million in 2005 as compared to 2004, and notably include a€151 million net
realized gain on the sale of the headquarter property of AXA Japan during the second half of the year.
Financing debt expensesincreased by€19 million, up to€119 million in 2005: main contributor to the 2005 charge
are the United States (€68 million) and Japan (€29 million).
Income tax expensesdecreased by€127 million (or€133 million at constant exchange rates) to€844 million. In
Japan, a€569 million decrease in tax charge is recorded, mainly attributable to the reestimation of deferred taxes
recorded during the prior years, while 2005 reflects the recoverability of tax losses carried forwards. These gains,
together with a€58 million reduction in the tax charge in France (mainly attributable to lower tax rate and higher capital
gains benefiting from a reduced effective tax rate), were partly reduced by higher tax charges in the United States
(mainly due to higher earnings) and the United Kingdom, where higher policyholders charges are recorded because of
the undiscounted tax adjustment on unrealized gains attributable to policyholders in unit-linked Life funds1.
Net incomeincreased by€579 million (or€589 million at constant exchange rate) to€2,404 million. This improvement
was mainly attributable to higher fees and revenues due to growth and market appreciation, and to higher net
investment result (excluding change in fair value of assets with financial risk carried by policyholders) notably reflecting
increased net investment income, higher capital gains, and lower impairment charges. This increase was primarily
driven by the United States (up€296 million - with full year effect of MONY integration), Japan (up€118 million) and
France (up€97 million).
(1) Mismatch where undiscounted deferred tax provided on unit-linked assets but the unit liability reflects the expected timing of the payment of
future tax.
129
PROPERTY & CASUALTY
SEGMENT
The tables below present the operating results of AXA’s Property & Casualty segment, as well as the contribution to
gross revenues and net income attributable to the principal geographic operations within this segment for the periods
indicated. This information below is before elimination of intercompany transactions.
(in Euro million) | ||||||||||
Yearsended December 31, | Variation | |||||||||
2006 | 2005 | 2004 | 2006/2005 | |||||||
Gross written premiums | 19,830 | 18,913 | 17,903 | 917 | ||||||
Fees and revenues from investment contracts with no participating features | – | – | – | – | ||||||
Revenues from insurance activities | 19,830 | 18,913 | 17,903 | 917 | ||||||
Net revenues from banking activities | – | – | – | – | ||||||
Revenues from other activities | 52 | 43 | 42 | 9 | ||||||
TOTAL REVENUES | 19,882 | 18,956 | 17,945 | 926 | ||||||
Change in unearned premium reserves net of unearned revenues and fees | (142) | (269) | (250) | 126 | ||||||
Net investment income | 1,592 | 1,443 | 1,320 | 148 | ||||||
Net realized gains and losses | 596 | 499 | 487 | 97 | ||||||
Change in fair value of financial instruments at fair value through profit & loss | 52 | 82 | 113 | (30) | ||||||
Change in financial instruments impairment | (47) | (84) | (124) | 37 | ||||||
Net investment result excluding financing expenses | 2,192 | 1,940 | 1,795 | 252 | ||||||
Technical charges relating to insurance activities | (12,841) | (12,347) | (11,959) | (494) | ||||||
Net result of reinsurance ceded | (632) | (581) | (663) | (52) | ||||||
Bank operating expenses | – | – | – | – | ||||||
Acquisition costs | (3,787) | (3,382) | (3,089) | (405) | ||||||
Amortization of value of purchased life business in force and other intangible assets | – | – | – | – | ||||||
Administrative expenses | (1,860) | (1,961) | (1,717) | 101 | ||||||
Valuation allowances on tangible assets | 11 | (1) | (7) | 12 | ||||||
Change in goodwill impairment | – | – | (29) | – | ||||||
Other | (10) | 12 | 3 | (22) | ||||||
Other operating income and expenses | (19,119) | (18,259) | (17,461) | (860) | ||||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 2,812 | 2,368 | 2,030 | 444 | ||||||
Income arising from investment in associates – Equity method | 22 | 3 | 34 | 19 | ||||||
Financing debts expenses | (8) | (11) | (22) | 2 | ||||||
OPERATING INCOME GROSS OF TAX | 2,826 | 2,361 | 2,041 | 465 | ||||||
Income tax | (788) | (566) | (563) | (222) | ||||||
NET OPERATING RESULT | 2,038 | 1,795 | 1,478 | 243 | ||||||
Minority interests share in income | 61 | 58 | 39 | 4 | ||||||
NET INCOME (Group share) | 1,977 | 1,737 | 1,439 | 239 |
N.B.: Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) as at January 1, 2005. Malaysia is newly consolidated by equity method in 2006.
130
CONSOLIDATED GROSS REVENUES(a) | (in Euro million) | |||||||||
Years ended December 31, | Variation | |||||||||
2006 | 2005 | 2004 | 2006/2005 | |||||||
France | 5,219 | 5,096 | 4,932 | 123 | ||||||
United Kingdom & Ireland | 4,742 | 4,413 | 4,493 | 329 | ||||||
Southern Europe | 3,160 | 3,019 | 2,901 | 141 | ||||||
Germany | 2,759 | 2,798 | 2,815 | (39) | ||||||
Belgium | 1,520 | 1,462 | 1,443 | 58 | ||||||
Other countries(b) | 2,483 | 2,168 | 1,361 | 315 | ||||||
TOTA L | 19,882 | 18,956 | 17,945 | 926 | ||||||
Intercompany transactions | (89) | (81) | (93) | (8) | ||||||
Contribution to consolidated gross revenues | 19,793 | 18,874 | 17,852 | 918 |
(b) Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) since January 1, 2005.
AXA GROUP – RATIOS | (in %) | ||||||||
Yearsended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
Current accident year loss ratio (net) | 71.8% | 72.2% | 73.9% | (0.4%) | |||||
All accident year loss ratio (net) | 68.3% | 69.2% | 71.3% | (0.9%) | |||||
Expense ratio | 28.6% | 28.5% | 27.1% | 0.1% | |||||
Combined ratio | 96.9% | 97.7% | 98.5% | (0.8%) |
NET INCOME | (in Euro million) | ||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
France | 515 | 464 | 407 | 51 | |||||
United Kingdom & Ireland | 451 | 464 | 372 | (13) | |||||
Germany | 282 | 295 | 163 | (13) | |||||
Southern Europe | 189 | 153 | 185 | 36 | |||||
Belgium | 283 | 183 | 228 | 101 | |||||
Other countries | 256 | 179 | 83 | 77 | |||||
Contribution to net income | 1,977 | 1,737 | 1,439 | 239 |
In 2006, the Property & Casualty segment accounted for 25% of AXA’s consolidated gross revenues after elimination
of intercompany transactions (2005: 26.1% and 2004: 27%). The Property & Casualty segment contributed significantly
(39%) to AXA’s 2006 consolidated net income (2005: 40% and 2004: 38%). This segment has shown continuous
operational improvements over the past three years.
131
Analysis of investment results
The following table summarizes the net investment results of the Property & Casualty operations by type of invested
assets for the periods indicated, before elimination of intercompany transactions.
Net investment income | Net realized investment gains and losses | ||||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||||
Investment property | 94 | 68 | 94 | 21 | 20 | 76 | |||||||||
Fixed maturities | 1,287 | 1,170 | 1,011 | (92) | 71 | (6) | |||||||||
Equity securities | 245 | 255 | 205 | 594 | 412 | 425 | |||||||||
Non controlled investment funds | 27 | 8 | 11 | 32 | 25 | 30 | |||||||||
Other assets held by consolidated investment funds designated as at fair value through profit & loss | 8 | 1 | – | – | 1 | – | |||||||||
Loans | 44 | 43 | 40 | 2 | – | – | |||||||||
Assets backing contracts where the financial risk is borne by policyholders | – | – | – | – | – | – | |||||||||
Hedge accounting derivatives | – | – | – | – | – | – | |||||||||
Other derivatives | 6 | 1 | – | (9) | 5 | 6 | |||||||||
Investment management expenses | (119) | (109) | (103) | – | – | – | |||||||||
Other | (1) | 5 | 60 | 48 | (35) | (43) | |||||||||
NET INVESTMENT RESULT | 1,592 | 1,443 | 1,320 | 596 | 499 | 487 |
(a) Before elimination of intercompany transactions.
Since January 1, 2005, Turkey, Singapore and Hong Kong have been fully consolidated, while they were accounted for
under the equity method until December 31, 2004.
The year-on-year commentaries below are based on the operating results of the segment before elimination of
intercompany transactions (refer to note 3 “Segmental information” to the Consolidated Financial Statements included
in Item 18 of this Annual Report for further information).
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Gross revenues(before elimination of intercompany transactions) increased by€926 million (+5%) to€19,882 million.
Net of intercompany transactions, Property & Casualty gross revenues increased by€918 million to€19,793 million,
or€+892 million on a constant exchange rate basis.
For a detailed analysis of Property & Casualty gross revenues, refer to Item 5 - Consolidated Gross Revenues section.
Net investment resultincreased by€252 million to€2,192 million mainly due to investment income and realized gains:
a) Net investment income rose by€148 million to€1,592 million or +10%, and mainly resulted from a€+117 million
increase in income from fixed maturities, spread over all countries and due to a higher asset base together with higher
average returns, as well as, to a lesser extent, from investment properties (€+26 million).
b) Net realized investment gains and losses increased by€+97 million, to€596 million (+19%), including€+182 million
increase in realized gains on equities (of which€+75 million in Belgium and€+77 million in the United Kingdom) an d
132
(in Euro million)(a) | ||||||||||||||||||
Change in fair value of financial instruments at fair value through profit & loss | Change in financial instruments impairment | Net investment result excluding financing expenses | ||||||||||||||||
Years ended December 31, | ||||||||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||||
21 | 16 | (2) | 4 | (27) | (33) | 140 | 77 | 135 | ||||||||||
(30) | 8 | 33 | (5) | – | (1) | 1,159 | 1,250 | 1,038 | ||||||||||
60 | 101 | 59 | (43) | (45) | (85) | 856 | 723 | 604 | ||||||||||
2 | 5 | (1) | (2) | (5) | (2) | 59 | 34 | 38 | ||||||||||
(1) | 10 | (1) | – | – | – | 7 | 12 | (1) | ||||||||||
– | – | – | – | (4) | (2) | 46 | 39 | 38 | ||||||||||
– | – | – | – | – | – | – | – | – | ||||||||||
6 | (21) | 13 | – | – | – | 6 | (21) | 13 | ||||||||||
18 | (38) | – | – | – | – | 15 | (32) | 6 | ||||||||||
– | – | – | – | – | – | (119) | (109) | (103) | ||||||||||
(23) | 1 | 10 | (1) | (4) | (1) | 23 | (33) | 27 | ||||||||||
52 | 82 | 113 | (47) | (84) | (124) | 2,192 | 1,940 | 1,795 |
€79 million higher realized foreign exchange gains (of which€+86 million in France), partly offset by a€–163 million
reduction of net gains on fixed maturities (of which€–63 million in the United Kingdom,€–46 million in France,
€–17 million in Germany and€–17 million in Belgium).
c) Changes in fair value of financial instruments through profit and loss were€+52 million in 2006 as compared to
€82 million in 2005, including a€20 million decrease in Germany, mainly on fixed maturities.
d) Charges relating to financial instrument impairment decreased by€37 million to€–47 million, mainly on investment
properties.
Technical charges relating to insurance activitiesslightly increased (+4% or€494 million) to€12,841 million.
Net result on reinsurance cededwas a loss of€–632 million, an increase of€–52 million as compared to 2005. This result was mainly attributable to the United Kingdom (€–52 million to€–152 million), resulting from the Buncefield explosion recoveries included in 2005 and a favorable 2006 gross reserves result reducing the level of expected future recoveries.
The current accident year loss ratio improved by 0.4 point to 71.8% mainly driven by better claims experience. All accident year loss ratio improved by 0.9 point to 68.3% driven by the current accident year loss ratio improvement and positive developments on prior years.
In France, the 0.7 point current accident year net loss ratio deteriorated to 74.6%, which was mainly driven by Property
due to both large claims and a higher cost of reinsurance, while the all accident year loss ratio was flat at 73.5% owing
to positive developments in Property, as in 2005, and in Motor (up€52 million to€16 million, as 2005 was negatively
impacted by a decrease in the annuity interest rate).
133
In Germany, current accident year loss ratio deteriorated by 2.0 points to 74.2%, driven by a higher large claims charge
than the very benign 2005 experience, and an increase of the claims handling costs provision to reflect higher unit
costs. All accident year loss ratio deteriorated by 2.0 points to 67.8% in line with the development of the current
accident year loss ratio.
In the United Kingdom, the current accident year loss ratio improved by 1.5 point to 63.6%, driven by favorable claims
experience and benign weather in 2006, improved claims management and risk selection in Health, partially offset by
higher claims frequency on the Ireland Motor account combined with a reduction in average earned premiums. The all
accident year loss ratio improved by 1.3 point to 61.8%, broadly reflecting the favorable current accident year loss ratio.
In Southern Europe, the all accident year loss ratio improved by 0.9 point to 74.7% mainly driven by strong monitoring
of personal motor portfolio. The current accident year loss ratio improved by 1.3 point to 77.0% mainly located in
personal motor line of business, thanks to the favorable evolution of claims frequency and the continuous efforts to
contain the average claims cost.
In Belgium, the current year loss ratio improved by 3.3 points to 78.1% due to an improved claims pattern in all Personal
Lines (except Personal Accidents), Property, Health and Marine. The all accident year loss ratio improved by 4.0 points
to 66.0% due to the better current year loss ratio and to higher prior years’ results.
Acquisition costsincreased by€405 million to€3,787 million, or +12% compared to 2005, including notably a
€170 million increase in the United Kingdom, largely relating to higher profit commission and increased volumes on
higher commission related to the delegated authority business, and a€55 million increase in Canada explained by
higher commissions in relation to the activity. The rest of the acquisition costs’ increase was due to higher revenues.
Administrative expensesdecreased by 5% or€–101 million to€1,860 million, including€–77 million in Germany
mainly attributable to the release of some VAT provisions coupled with a VAT refund following the creation of a VAT
group, as well as the non-recurrence of several 2005 one-off expenses.
Income arising from equity accounted entitiesreached€+22 million, up€+19 million as compared to 2005,
resulting from AXA Affin General Insurance Berhad in Malaysia which was equity consolidated starting in 2006.
Income tax expensesincreased by€222 million to€788 million including a€+72 million increase in the United Kingdom
(+111% on a current exchange rate basis) to€137 million due to the improved profit for the year and non-recurring one-
off tax provision movements in 2005. Other countries showed tax charges’ increases in line with pre-tax income changes.
Net incomeincreased by€+239 million (or€232 million at a constant exchange rate) to€1,977 million, driven by
improved operating performance, combined with higher volumes of business, and higher investment results from both
increased investment income and realized gains. This was particularly true in Belgium (€+101 million net income),
France (€+51 million net income), and Southern Europe (€+36 million net income).
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Gross revenues(before elimination of intercompany transactions) increased by€1,011 million to€18,956 million in
2005 (+6%), or€965 million on a constant foreign exchange rate basis.
Net of intercompany transactions, Property & Casualty gross revenues increased by€1,023 million to€18,874 million,
or€+797 million on a constant exchange rate basis.
134
For a detailed analysis of Property & Casualty gross revenues, refer to Item 5 – Consolidated Gross Revenues section.
This increase ingross revenueswas partly due to the full consolidation (since January 1st 2005) of Turkey, Hong Kong
and Singapore previously accounted for under equity method: the total revenues of these entities amounted
€596 million in 2005. The rest of the increase was mainly attributable to France (€+164 million), Southern Europe
(€+118 million), and Canada (€+112 million).
Net investment resultreached€1,940 million, improved by€145 million compared to 2004.
a) Net investment income rose by€124 million to€1,443 million or +9% in 2005 compared to 2004, (including a
€40 million net investment result from entities previously consolidated under equity method), and mainly results from a
€+159 million increase in revenues on fixed maturities, mainly attributable to (i) Germany (€+29 million) reflecting higher
dividend yields and lower charges on financial interests credited on the UBR products (specific German Protection
Products), and (ii) and the United Kingdom (€+53 million) where the re-investment of surplus cash into bonds and greater
average asset value in 2005 generated increased income, with positive operational cash flows being invested.
b) Net realized gains and losses amounted to€499 million in 2005, up by€12 million compared to 2004, including
€412 million realized gains on equities. The main contributors to the 2005 net realized gains were Germany
(€160 million net realized gains in 2005) mainly reflecting higher gains from equities due to AXA Equity Universe
repositioning and f rom other investments mainly driven by foreign currency losses realization in 2004, and United
Kingdom (€98 million in 2005) benefiting from one-off bond gains.
c) Changes in fair value of financial instruments through P&L were€+82 million in 2005 as compared to€113 million
in 2004, including€67 million in France mainly attributable to equities.
d) Charges relating to financial instrument impairment decreased by€40 million down to€–84 million, mainly on
equities and investment properties, due to reductions in impairment charges in France, Germany and Belgium.
Technical charges relating to insurance activitiesslightly increased (+3% or€+388 million) to€12,347 million, which
in a context of increasing revenues reflected a continuing improvement in operational performance in most countries.
Net result on reinsuranceceded was a loss of€–581 million, reduced by€82 million as compared to 2004. This
result was mainly attributable to France, with a€+72 million improvement mainly in individual business.
The current accident year loss ratio improved by 1.7 point to 72.2% mainly driven by better claims experience and
reduced claims handling costs.
In France, the current accident year loss ratio improved by 0.3 point to 74%, notably due to a lower reinsurance cost in
individual business, while the all accident year loss ratio improved by 1.9 to 73.5%, attributable to (i) the non recurrence
of a€–54 million adverse loss development in construction in 2004, (ii) positive developments in Property in 2005 and
Motor, which more than offset (iii) reserve strengthening on natural events (€–35 million related to the 2003 drought) and
(iv) a€–39 million impact of the decrease of the annuity reserve disc ount rate in line with lower interest rates in France.
In the United Kingdom, the current accident year loss ratio improved by 2.6 points to 65.1%, mainly due to better claims
experience on Personal Lines and the non recurrence of 2004 exceptional large injury loss claims on Motor. As a
consequence, the current year technical result improved by€80 million to€1,520 million or by€92 million on a constant
exchange rate basis. The all accident year loss ratio improved by 3.3 points to 63.1% as a result of better current accident
year loss ratio and the net positive impact of the prior year reserves review, for the second year in a row.
135
In Southern Europe, the current accident year loss ratio slightly improved by 0.2 point to 78.3% : the observed softening
of the motor cycle was offset by (i) the favorable trend in bodily injury claim frequency, (ii) improvements in claims
management processes, and (iii) some improvement in non-motor lines. The all accident year-loss ratio also slightly
improved by 0.4 point to 75.6%.
In Germany, the current accident year loss ratio improved by 3.4 points to 72.2% mainly driven by lower claims handling
costs due to a change in cost allocation (-2.1 points offset in administrative expenses) and lower claim charge in
Property. All accident year loss ratio improved by 3.9 points to 65.8 % in line with current accident year loss ratio
evolution. The net technical result on previous years amounted to€180 million in 2005 (as compared to€169 million
in 2004) mainly driven by boni on Property (both in personal and commercial) and assumed business.
In Belgium, the current year loss ratio improved by 1.2 point to 81.4% mainly due to an improved claims pattern in Motor,
Accident, Workers’ Compensation and Corporate Liability. The all accident year loss ratio deteriorated by +0.6 point to
70.0% as the improvement in the current year loss ratio was offset by lower positive reserve developments.
Acquisition costsincreased by€293 or +9% as compared to 2004, including (i) a€101 million increase in the United
Kingdom, reflecting the change in business mix towards higher commission products, (ii)€44 million increase in France
fully explained by a€42 million lower level of capitalization on acquisition costs, (iii) a€36 million increase in Germany
attributable to extraordinary advertising costs from the motor campaign and also to a€18 million non recurring
amortization of capitalized acquisition expenses, and (iv) a€54 million charge in Turkey, Singapore and Hong Kong P&C
operations previously accounted for under equity method.
Administrative expensesincreased by€244 million, 14% to€1,961 million, including€85 million (or +5%)
attributable to the 3 entities previously consolidated under the equity method. The other contributors to the increase
were France (€+60 million) following a€51 million increase in commissions allocated to administra tive expenses
(including a€31 million non recurring charge related to agent benefits), Germany (€+59 million mainly due to the new
cost allocation), and Canada (€+41 million) mainly because of increased activity.
The reduction of€–31 million in income arising from investment in associates mainly reflects the change in scope of
consolidation for Turkey, Hong Kong and Singapore from equity method (€31 million revenues in 2004) to full
consolidation since January 1, 2005.
Income tax expensesremains steady at€566 million in 2005, the global increase in tax charge attributable to
increased revenues being partly compensated notably by a€42 million reduction in the United Kingdom, where non
recurring tax benefits in 2005 are booked on the reestimation of deferred tax assets following improved earnings.
The increase ofminority interestsincludes a€10 million new minority interests relating to companies previously
consolidated under the equity method (Turkey, Hong Kong and Singapore).
Net incomegroup share increased by€+298 million, up to€1,737 million. Overall, these increases were driven by
improved operating performance, combined with higher volumes of business, and higher investment results driven by
both increased invested assets and lower impairment charges. This was particularly true in Germany (€+132 million net
income), the United Kingdom (€+92 million net income) and France (€+57 million net income).
136
INTERNATIONAL
INSURANCE SEGMENT
The following table presents the gross revenues and net income for the International Insurance segment for the periods
indicated.
CONSOLIDATED GROSS REVENUES(a) | (in Euro million) | |||||||||
Yearsended December 31, | Variation | |||||||||
2006 | 2005 | 2004 | 2006/2005 | |||||||
AXA RE | – | 1,460 | 1,069 | (1,460) | ||||||
AXA Corporate Solutions Assurance | 1,697 | 1,614 | 1,517 | 83 | ||||||
AXA Cessions | 57 | 60 | 94 | (3) | ||||||
AXA Assistance | 702 | 621 | 554 | 81 | ||||||
Other(b) | 1,355 | 147 | 239 | 1,208 | ||||||
TOTAL | 3,811 | 3,903 | 3,473 | (92) | ||||||
Intercompany transactions | (95) | (90) | (109) | (4) | ||||||
Contribution to consolidated gross revenues | 3,716 | 3,813 | 3,363 | (96) |
(a) Before elimination of intercompany transactions.
(b) Including AXA RE (in 2006 only), AXA RE Life and AXA Liabilities Managers.
NET INCOME | (in Euro million) | |||||||||
Years ended December 31, | Variation | |||||||||
2006 | 2005 | 2004 | 2006/2005 | |||||||
AXA RE | – | 67 | 126 | (67) | ||||||
AXA Assistance | 22 | 43 | 19 | (21) | ||||||
AXA Corporate Solutions Assurance | 117 | 97 | 97 | 21 | ||||||
AXA Cessions | 13 | 9 | 17 | 5 | ||||||
Other | 92 | (31) | (16) | 123 | ||||||
Contribution to net income | 244 | 184 | 244 | 60 |
In 2006, the International Insurance segment accounted for 5% of AXA’s consolidated gross revenues after elimination
of intercompany transactions (5% in 2005 and 2004). The International Insurance segment had a positive contribution
to AXA’s 2005 consolidated net income of 5% (positive contributions 4% in 2005 and 6% in 2004).
137
Analysis of investment results
The following table summarizes the net investment results of the International Insurance operations by type of invested
assets for the periods indicated.
Net investment income | Net realized investment gains and losses | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Investment property | 6 | – | 14 | – | 13 | (1) | |||||||
Fixed maturities | 344 | 294 | 250 | (29) | 18 | 65 | |||||||
Equity securities | 16 | 19 | 20 | 102 | 28 | 89 | |||||||
Non controlled investment funds | 16 | 10 | 8 | 99 | 71 | 30 | |||||||
Other assets held by consolidated investment funds designated as at fair value through profit & loss | 2 | 2 | – | – | (2) | – | |||||||
Loans | 18 | 26 | 42 | – | – | – | |||||||
Assets backing contracts where the financial risk is borne by policyholders | – | – | – | – | – | – | |||||||
Hedge accounting derivatives | – | – | – | – | – | – | |||||||
Other derivatives | (1) | – | – | – | – | – | |||||||
Investment management expenses | (185) | (61) | (35) | – | – | – | |||||||
Other | 84 | 68 | 48 | (41) | 18 | (8) | |||||||
NET INVESTMENT RESULT | 300 | 357 | 347 | 132 | 147 | 175 |
(a) Before elimination of intercompany transactions.
138
(in Euro million)(a) | |||||||||||||||||||
Change in fair value of financial instruments at fair value through profit & loss | Change in financial instruments impairment | Net investment result excluding financing expenses | |||||||||||||||||
Years ended December 31, | |||||||||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | 2006 | 2005 | 2004 | |||||||||||
– | – | – | – | – | – | 7 | 14 | 13 | |||||||||||
3 | (3) | – | – | – | (1) | 318 | 309 | 315 | |||||||||||
3 | 8 | 1 | – | (2) | (14) | 121 | 52 | 95 | |||||||||||
– | 8 | 1 | (1) | (1) | (10) | 115 | 88 | 28 | |||||||||||
– | – | – | – | – | – | 2 | – | – | |||||||||||
– | – | – | – | – | – | 18 | 26 | 42 | |||||||||||
– | – | – | – | – | – | – | – | – | |||||||||||
– | – | – | – | – | – | – | – | – | |||||||||||
10 | (17) | – | – | – | – | 10 | (17) | – | |||||||||||
– | – | – | – | – | – | (185) | (61) | (35) | |||||||||||
18 | (1) | – | (1) | – | 3 | 60 | 85 | 42 | |||||||||||
35 | (6) | 2 | (2) | (3) | (22) | 465 | 495 | 500 |
139
AXA RE
Important note: following the disposal of AXA RE’s business to a third party, AXA RE run off activities are reported from
2006 under “other international activities”.
(in Euro million) | ||||||||||
Years endedDecember 31, | Variation | |||||||||
2005 | 2004 | 2005/2004 | ||||||||
Gross written premiums | 1,460 | 1,069 | 392 | |||||||
Fees and revenues from investment contracts with no participating features | – | – | – | |||||||
Revenues from insurance activities | 1,460 | 1,069 | 392 | |||||||
Net revenues from banking activities | – | – | – | |||||||
Revenues from other activities | – | – | – | |||||||
TOTAL REVENUES | 1,460 | 1,069 | 392 | |||||||
Change in unearned premium reserves net of unearned revenues and fees | (1) | 231 | (232) | |||||||
Net investment income | 134 | 127 | 7 | |||||||
Net realized gains and losses | 84 | 62 | 22 | |||||||
Change in fair value of financial instruments at fair value through profit & loss | (10) | (1) | (9) | |||||||
Change in financial instruments impairment | (2) | (11) | 9 | |||||||
Net investment result excluding financing expenses | 206 | 178 | 28 | |||||||
Technical charges relating to insurance activities | (1,897) | (1,136) | (760) | |||||||
Net result of reinsurance ceded | 447 | 11 | 436 | |||||||
Bank operating expenses | – | – | – | |||||||
Acquisition costs | (115) | (95) | (21) | |||||||
Amortization of value of purchased life business in force and other intangible assets | – | – | – | |||||||
Administrative expenses | (41) | (95) | 54 | |||||||
Valuation allowances on tangible assets | 3 | – | 3 | |||||||
Change in goodwill impairment | – | (7) | 7 | |||||||
Other | (1) | 8 | (8) | |||||||
Other operating income and expenses | (1,604) | (1,314) | (290) | |||||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 62 | 164 | (102) | |||||||
Income arising from investment in associates – Equity method | 1 | – | 1 | |||||||
Financing debts expenses | (5) | (11) | 6 | |||||||
OPERATING INCOME GROSS OF TAX | 58 | 153 | (95) | |||||||
Income tax | 9 | (27) | 36 | |||||||
NET OPERATING RESULT | 67 | 126 | (59) | |||||||
Minority interests share in income | – | – | – | |||||||
NET INCOME (Group share) | 67 | 126 | (59) |
(in Euro million) | ||||||||||
Years ended December 31, | Variation | |||||||||
2005 | 2004 | 2005/2004 | ||||||||
Gross revenues | 1,460 | 1,069 | 392 | |||||||
Attritional current year loss ratio(a)(b) | 55.9% | 56.1% | (0.2%) | |||||||
Attritional all accident year loss ratio(a)(b) | 49.6% | 51.0% | (1.4%) | |||||||
All accident year loss ratio (net)(c) | 99.2% | 82.8% | 16.4% | |||||||
Net technical result (excluding fees) | 9 | 174 | (165) | |||||||
Expense ratio | 13.3% | 18.0% | (4.7%) |
(b) Attritional data excludes (i) major losses in claims charge and (ii) covers cost in ceded premiums.
(c) (Attritional claim charge and major loss cost on all accident years) divided by (net earned premiums, net of all reinsurance costs including covers).
140
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Revenuesincreased by 17% on a comparable basis mainly due to the non-recurrence of some 2004 negative
premium adjustments and the increase in reinstatement premiums linked to major events in 2005. Excluding these two
effects, revenues increased by 6% mainly driven by higher premiums in selected non proportional General Liability
business, taking advantage of favorable pricing conditions, as well as in Credit business, Marine Offshore and Non-Cat
Property.
Net investment resultincreased by€28 million to€206 million in 2005, mainly driven by (i) higher realized capital
gains taking advantage of the good performance of European stock markets in 2005 partly offset by an adverse
exchange rate impact (U.S. dollar /€) and (ii) higher revenues on fixed income assets and equities.
Net technical resultdecreased by€165 million to€9 million, mainly explained by the following:
Non Life net technical resultdecreased by€227 million to€–52 million:
- The net attritional margin on current accident year decreased by€4 million down to€512 million driven by a 5 point
higher net attritional current year loss ratio at 58.5% offset by a positive volume effect (€126 million higher earned
premiums).
- The cost of cover programs decreased by€12 million to€–152 million.
- The current year major losses cost increased by€316 million to€572 million, due to seven major losses in 2005
hurricanes Katrina, Rita and Wilma (€–481 million impact net of reinsurance and gross of tax), versus€–256 million
in 2004 essentially due to the 2004 U.S. hurricanes.
- The technical result on prior years increased by€80 million to€161 million. 2005 boni were mainly driven by the
favorable development of claims experience on recent underwriting years (notably 2004).
Life net technical resultincreased by€63 million to€61 million due to the good performance of stock markets in
2005 on the run-off of the ABR portfolio.
Expense ratioimproved by 4.7 points to 13.3% as a result of a decrease in general expenses by€28 million to
€–154 million, particularly in administrative expenses due to lower employment costs.
As a result, thecombined ratioincreased by 11.7 points to 112.5%.
Income tax expensesamounted to€9 million in 2005 (tax profit), or a€+36 million variation, mainly due to the
negative AXA RE Paris gross tax result in 2005.
As a result,net incomedecreased by€59 million to€67 million.
141
AXA Corporate Solutions Assurance
(in Euro million) | |||||||||
Yearsended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
Gross written premiums | 1,684 | 1,599 | 1,502 | 84 | |||||
Fees and revenues from investment contracts with no participating features | – | – | – | – | |||||
Revenues from insurance activities | 1,684 | 1,599 | 1,502 | 84 | |||||
Net revenues from banking activities | – | – | – | – | |||||
Revenues from other activities | 13 | 15 | 15 | (1) | |||||
TOTAL REVENUES | 1,697 | 1,614 | 1,517 | 83 | |||||
Change in unearned premium reserves net of unearned revenues and fees | (73) | (43) | 3 | (31) | |||||
Net investment income | 157 | 136 | 125 | 22 | |||||
Net realized gains and losses | 34 | 36 | 77 | (2) | |||||
Change in fair value of financial instruments at fair value through profit & loss | 6 | 4 | 2 | 2 | |||||
Change in financial instruments impairment | – | – | (14) | – | |||||
Net investment result excluding financing expenses | 198 | 175 | 190 | 23 | |||||
Technical charges relating to insurance activities | (986) | (1,160) | (922) | 174 | |||||
Net result of reinsurance ceded | (431) | (222) | (404) | (209) | |||||
Bank operating expenses | – | – | – | – | |||||
Acquisition costs | (110) | (113) | (108) | 2 | |||||
Amortization of value of purchased life business in force and other intangible assets | – | – | – | – | |||||
Administrative expenses | (97) | (90) | (90) | (6) | |||||
Valuation allowances on tangible assets | – | – | – | – | |||||
Change in goodwill impairment | – | – | – | – | |||||
Other | – | – | (13) | – | |||||
Other operating income and expenses | (1,625) | (1,585) | (1,536) | (40) | |||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 197 | 161 | 174 | 36 | |||||
Income arising from investment in associates – Equity method | – | – | – | – | |||||
Financing debts expenses | (13) | (13) | (29) | (1) | |||||
OPERATING INCOME GROSS OF TAX | 184 | 149 | 146 | 35 | |||||
Income tax | (65) | (51) | (47) | (14) | |||||
NET OPERATING RESULT | 119 | 98 | 99 | 21 | |||||
Minority interests share in income | 1 | 1 | 1 | – | |||||
NET INCOME (Group share) | 117 | 97 | 97 | 21 |
(in Euro million) | |||||||||
Periods ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
Gross revenues | 1,697 | 1,614 | 1,517 | 83 | |||||
Current accident year loss ratio (net)(a) | 88.7% | 88.9% | 88.6% | (0.2%) | |||||
All accident year loss ratio (net) | 87.3% | 87.9% | 87.2% | (0.7%) | |||||
Net technical result | 207 | 189 | 195 | 18 | |||||
Expense ratio | 12.8% | 12.9% | 13.0% | (0.1%) | |||||
Combined ratio | 100.0% | 100.9% | 100.1% | (0.8%) |
(a) Current accident year claim charges (including claims handling expenses) / Current accident year earned revenues (excluding premium adjustments on
previous years).
142
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Total revenuesincreased by 5% to€1,697 million or€1,689 million net of intercompany transactions, driven by (i)
strong portfolio development in Property (€84 million) due to reinsurance program restructuring providing additional
underwriting capacities, (ii) an increase in liability (€26 million) and in construction (€19 million), partly offset by (iii) a
decline in Marine and Motor, as some risks were not renewed in the context of a softening market (€–45 million).
Net investment result excluding financial expensesincreased by€23 million or +13% to€198 million, resulting
from higher fixed maturity revenues stemming from higher asset base.
Other operating income & expenseswere up€40 million or +3% to€–1,625 million. Technical charges relating to
insurance activities decreased by€174 million to€–986 million due to the absence of significant events whereas 2005
was marked by major losses. As a consequence, the net loss of ceded reinsurance increased by€–209 million to
€–431 million. Acquisition costs improved by€2 million to€–110 million and administrative expenses increased by
€–6 million to€–97 million due to the combination of commission drop and increased general expenses.
Operating income gross of taxincreased by€35 million to€184 million resulting from the 0.8 point improved
combined ratio and higher net investment result.
Income tax expensesincreased by€14 million to€–65 million as the result of higher taxable income.
Net incomeincreased by€21 million to€117 million, reflecting an improvement of the combined ratio and a higher
net investment income.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Total revenuesincreased by€97 million (6%) to€1.614 million. On a comparable basis (exchange rate impact) the
growth was 4.8% mainly driven by a strong growth in Marine (+6% on a comparable basis) and Aviation (+13% on a
comparable basis). Other lines of business experienced a more limited growth (+3%) in a softening market.
Net investment result excluding financial expensesdecreased by€15 million (-8%) to€175 million resulting from
(i)€41 million lower capital gains to€36 million due to a high level of realized capital gains in 2004 (sale of BNP Paribas
shares) partly offset by (ii)€11 million higher net investment income due to incre ased dividend yields on the European
stock markets and to an increased asset base, and (iii)€14 million of allowances to equities impairment in 2004.
Other operating income & expensesincreased by€49 million (+3%) to€–1,585 million. Technical charges relating
to insurance activities increased by€238 million (+26%) to€–1,160 million due to increased activity and to the
deterioration of the all accident year loss ratio by 0.7 point to 87.9% following (i) increased case by case claims in Motor
in France and the United Kingdom, (ii) U.S. hurricanes Katrina and Wilma and (ii i) lower boni in Aviation and Property.
Net result of reinsurance ceded improved by€182 million to€–222 million. Acquisition costs increased by€5 million
to€–113 million in line with increased activity and administrative expenses remained stable at€90 million.
143
Operating income gross of taxincreased by€3 million to€149 million resulting from the€13 million decrease of
income from operating activities (gross of tax), offset by the€16 million decrease in financing debts expenses following
the subordinated debt restructuring implemented at the end of 2004.
Income tax expensesincreased by€4 million to€–51 million in line with increased operating income gross of tax.
As a result,net incomeremained stable at€97 million.
AXA Cessions
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Gross revenuesdecreased by€3 million to€57 million.Net incomeincreased by€5 million to€13 million notably
resulting from a higher net technical result and a higher net investment income partly offset by an increase in general
expenses.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Gross revenuesdecreased by€33 million to€60 million.Net incomewas down€8 million to€9 million.
AXA Assistance
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Gross revenuesincreased by€81 million (+13%) to€702 million resulting from (i) increased business with car
manufacturers (France), and (ii) positive net new inflows on travel insurance (mainly Germany) and home services
providers (France, United Kingdom), as well as the gain of some major contracts in the United States.
Net investment result excluding financial expensesincreased slightly by€3 million to€10 million mainly due to
net investment income.
Net incomedecreased by€21 million to€22 million mainly due to the non recurrence of the 2005 sale of CAS, a U.K.
based software company (net impact of€+23 million in 2005).
144
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Gross revenuesincreased by€67 million (+12%) to€621 million resulting from (i) increased business with car
manufacturers (France, Germany, Italy), (ii) positive new inflow on travel insurance (mainly Germany) and home services
providers (France, United Kingdom), and (iii) increased legal protection agreements in Italy.
Net investment result excluding financial expensesdecreased slightly by€–1 million to€6 million mainly due to
2004 impairment write-back.
Net incomeincreased by€24 million to€43 million mainly due to the sale of CAS, a U.K. based software company
(net impact of€+23 million in 2005).
Other International Activities
On December 21, 2006, AXA RE’s business was sold to Paris Re Holding Limited, with the risks and corresponding
net income related to AXA RE’s 2006 claims experience accruing to Paris Re Holdings Limited. As a result, AXA RE’s
contribution to AXA consolidated accounts corresponds mainly to the result of the run-off of the 2005 and prior years
reserves of AXA RE. This contribution for fiscal year 2006 is presented as part of the “Other International Activities”
segment.
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Net incomefrom Other International Insurance Activities increased by€123 million to€92 million, mainly reflecting (i)
the contribution of AXA RE run-off portfolio (€22 million driven by favorable claims experience on 2005 and prior years),
(ii) a€43 million higher result on the other non Life run-off portfolios mainly due to the positive result generated by the
commutation of some large portfolios, and (iii) a€66 million gain after tax on the sale of AXA RE’s business.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Net incomefrom Other International Insurance Activities decreased by€15 million to a loss of€31 million due to a
€15 million lower gains realization mainly as 2004 was impacted by a restructuring of the asset portfolio which induced
some significant gains on equities and bonds.
The U.S. non life entities were impacted in 2005 by a€–12 million valuation allowance on a deferred tax asset, versus
€–31 million in 2004. In addition, the net technical result improved by€14 million, mainly explained by the 2004 charge
linked to U.S. hurricanes.
The European entities in 2005 were mainly driven by some negative reserve developments on U.K. entities.
The U.S. life reinsurance entities net income decrease reflects the reduction in premium volume due to the run-off status
of the business and the weak performance of U.S. markets.
145
ASSET MANAGEMENT
SEGMENT
The Asset Management segment includes third-party asset management and asset management on behalf of AXA
insurance companies. The tables below present the revenues and net income for the Asset Management segment for
the periods indicated:
CONSOLIDATED GROSS REVENUES(a) | (in Euro million) | ||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
AllianceBernstein | 3,102 | 2,587 | 2,434 | 515 | |||||
AXA Investment Managers | 1,679 | 1,195 | 944 | 484 | |||||
TOTAL | 4,781 | 3,783 | 3,378 | 999 | |||||
Intercompany transactions | (375) | (343) | (293) | (32) | |||||
Contribution to consolidated gross revenues | 4,406 | 3,440 | 3,084 | 967 | |||||
(a) Before elimination of intercompany transactions. |
NET INCOME | (in Euro million) | ||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
AllianceBernstein | 394 | 254 | 207 | 139 | |||||
AXA Investments Managers | 216 | 156 | 97 | 60 | |||||
Contribution to net income | 610 | 411 | 304 | 199 |
In 2006, the Asset Management segment accounted for 6% of AXA’s consolidated gross revenues after elimination of
intercompany transactions (2005 and 2004: 5%). The Asset Management segment had a positive contribution to AXA’s
2006 consolidated net income of 12% (positive contributions in 2005: 10%, and 2004: 8%).
146
AllianceBernstein
The operating results for AllianceBernstein are presented below for the periods indicated. The information below is
before any elimination of intercompany transactions.
(in Euro million) | |||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
Gross written premiums | – | – | – | – | |||||
Fees and revenues from investment contracts with no participating features | – | – | – | – | |||||
Revenues from insurance activities | – | – | – | – | |||||
Net revenues from banking activities | – | – | – | – | |||||
Revenues from other activities | 3,102 | 2,587 | 2,434 | 515 | |||||
TOTAL REVENUES | 3,102 | 2,587 | 2,434 | 515 | |||||
Change in unearned premium reserves net of unearned revenues and fees | – | – | – | – | |||||
Net investment income | 44 | – | – | 44 | |||||
Net realized gains and losses | 54 | 34 | 4 | 20 | |||||
Change in fair value of financial instruments at fair value through profit & loss | – | – | – | – | |||||
Change in financial instruments impairment | – | – | – | – | |||||
Net investment result excluding financing expenses | 98 | 34 | 4 | 64 | |||||
Technical charges relating to insurance activities | – | – | – | – | |||||
Net result of reinsurance ceded | – | – | – | – | |||||
Bank operating expenses | – | – | – | – | |||||
Acquisition costs | – | – | – | – | |||||
Amortization of value of purchased life business in force and other intangible assets | – | – | – | – | |||||
Administrative expenses | (1,945) | (1,834) | (1,804) | (111) | |||||
Valuation allowances on tangible assets | – | – | – | – | |||||
Change in goodwill impairment | – | – | – | – | |||||
Other | (259) | (20) | (18) | (240) | |||||
Other operating income and expenses | (2,204) | (1,854) | (1,823) | (350) | |||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 996 | 767 | 615 | 229 | |||||
Income arising from investment in associates - Equity method | – | – | – | – | |||||
Financing debts expenses | (21) | (21) | (22) | – | |||||
OPERATING INCOME GROSS OF TAX | 974 | 746 | 593 | 228 | |||||
Income tax | (216) | (207) | (126) | (9) | |||||
NET OPERATING RESULT | 759 | 539 | 467 | 220 | |||||
Minority interests share in income | 365 | 285 | 261 | 80 | |||||
NET INCOME (Group share) | 394 | 254 | 207 | 139 |
The commentaries below are based on the operating results of the segment before elimination of intercompany
transactions (refer to note 3 “Segmental Information” to the Consolidated Financial Statements included in Item 18 of
this Annual Report for further information).
147
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Assets under Management(“AUM”) increased by€54 billion to€544 billion, driven by strong market appreciation
(€72 billion) and strong net inflows across all client categories (€38 billion, of which€22 billion from institutional clients,
€10 billion from retail and€7 billion from private clients) partly offset by unfavorable exchange rate impact (€–57 billion).
Total revenuesincreased by 20%, or 25% on a comparable basis, due to higher investment advisory fees driven by
18% higher average AUM as a result of net new business inflows, and market performance, and higher performance
fees.
General expenses(Other operating income and expenses)increased by€350 million or up 19%, mainly as a result
of higher compensation expense (€+230 million) from increased earnings, increased occupancy from expansion of
offices in New York and overseas (€+39 million).
Income tax expensesincreased by€9 million to€216 million, due to higher pre tax earnings, partly offset by the
reversal of deferred tax liabilities from prior periods.
Net incomeincreased by€139 million to€394 million or by€143 million on a constant exchange rate basis mainly
due to business growth and improved efficiency, but also to a€86 million dilution gain in 2006 (resulting from the
issuance of AllianceBernstein units and reversal of a deferred tax liability from prior period).
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Assets under Management(“AUM”) increased by€95 billion from year-end 2004 to€491 billion at the end of 2005
as net positive long-term inflows (€22 billion), a positive exchange rate impact (€63 billion) and market appreciation
(€34 billion) more than offset the€24 billion decrease in AUM related to the sale of the Cash Management Services to
Federated Investors and sale of foreign joint ventures.
Total revenueswere up€153 million to€2,587 million due to higher investment advisory fees driven by 11% higher
average AUM and increased performance fees, partially offset by lower distribution revenues due to lower AUM in the
Retail channel. In addition, AllianceBernstein has restructured its Private Client fee structure during the first half of 2005,
effectively eliminating transaction charges while raising base fees.
General expensesincreased by€30 million or by 2% at constant exchange rate, as higher compensation expenses
from increased earnings were offset by lower distribution costs and professional fees.
Income tax expensesincreased by€81 million to€–207 million both on constant and current exchange rate basis
due to higher pre tax-earnings and 2004 state tax reserve release of€28 million.
Net incomeincreased by€47 million to€254 million or up€48 million at constant exchange rate due to higher
earnings and net capital gains from the sale of Alliance cash management business (€5 million post tax) and India and
South Africa joint ventures (€3 million post tax).
148
As a result of the acquisition of 16.32 million private units in 2004, AXA Financial’s ownership interest in AllianceBernstein
increased from approximately 58% on average in 2004 to approximately 61% in 2005.
AXA Investment Managers (“AXA IM”)
The operating results for AXA Investment Managers are presented below for the periods indicated. This information
below is before any elimination of intercompany transactions.
(in Euro million) | |||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
Gross written premiums | – | – | – | – | |||||
Fees and revenues from investment contracts with no participating features | – | – | – | – | |||||
Revenues from insurance activities | – | – | – | – | |||||
Net revenues from banking activities | – | – | – | – | |||||
Revenues from other activities | 1,679 | 1,195 | 944 | 484 | |||||
TOTAL REVENUES | 1,679 | 1,195 | 944 | 484 | |||||
Change in unearned premium reserves net of unearned revenues and fees | – | – | – | – | |||||
Net investment income | 41 | 27 | 15 | 14 | |||||
Net realized gains and losses | (3) | – | – | (3) | |||||
Change in fair value of financial instruments at fair value through profit & loss | 47 | 11 | 3 | 35 | |||||
Change in financial instruments impairment | – | – | – | – | |||||
Net investment result excluding financing expenses | 84 | 38 | 18 | 47 | |||||
Technical charges relating to insurance activities | – | – | – | – | |||||
Net result of reinsurance ceded | – | – | – | – | |||||
Bank operating expenses | – | – | – | – | |||||
Acquisition costs | – | – | – | – | |||||
Amortization of value of purchased life business in force and other intangible assets | – | – | – | – | |||||
Administrative expenses | (1,343) | (973) | (818) | (370) | |||||
Valuation allowances on tangible assets | – | – | – | – | |||||
Change in goodwill impairment | – | – | – | – | |||||
Other | (5) | 1 | 23 | (6) | |||||
Other operating income and expenses | (1,348) | (972) | (795) | (376) | |||||
INCOME FROM OPERATING ACTIVITIES, GROSS OF TAX | 416 | 262 | 167 | 154 | |||||
Income arising from investment in associates – Equity method | – | – | – | – | |||||
Financing debts expenses | (11) | – | – | (11) | |||||
OPERATING INCOME GROSS OF TAX | 405 | 262 | 167 | 143 | |||||
Income tax | (146) | (73) | (53) | (73) | |||||
NET OPERATING RESULT | 258 | 188 | 114 | 70 | |||||
Minority interests share in income | 42 | 32 | 17 | 10 | |||||
NET INCOME (Group share) | 216 | 156 | 97 | 60 |
149
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Assets Under Managementwere€485 billion as at December 31, 2006 increasing by€53 billion compared to
December 2005, driven by (i)€35 billion net new money inflow, mainly from third-party institutional clients (€23 billion),
and retail clients (€11 billion), (ii) 128;20 billion of favorable market impact, partly offset by (iii)€–4 billion unfavorable
exchange rate.
Total revenuesincluding those earned from AXA insurance companies eliminated in consolidation, increased by
€484 million, or +40% to€1,679 million. Excluding fees retroceded to distributors, AXA Framlington impact
(€13 million in 2005 and€126 million in 2006), and exchange rate variation (€2 million), net revenues gre w by 30% on
a comparable basis, driven by higher average AUM (+16% on a comparable basis), a positive client and product mix
evolution, and higher performance fees.
General expenses(Other operating income and expenses)increased by€376 million to€1,348 million. Excluding
€+115 million commissions paid to third-party agents and€+88 million of AXA Framlington impacts, expenses
increased, at a lower pace than revenues, by 28% to€782 million, notably given the increase of staff to support the
business development, important investments in projects and higher staff incentives.
Net incomeincreased by€60 million to€216 million mainly due to business growth, favorable client and product mix
evolution and improved efficiency.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Assets Under Managementwere€432 billion as of December 31, 2005, up by€87 billion compared to December 31,
2004 (+25% on a comparable basis) mainly driven by positive net new money (€+34 billion), principally from third-party
institutional and retail clients, market improvement (€+38 billion), acquisition of AXA Framlington (€7 billion), and foreign
exchange variance (€+6 billion).
Total revenues,including those earned from AXA insurance companies eliminated in consolidation, increased by
€252 million (or +27%) from 2004 to€1,195 million. Excluding fees retroceded to distributors, net revenues grew by
28% on a comparable basis, mainly driven by higher average AUM (+21% on a comparable basis), a better product
mix and higher performance fees.
General expensesincreased by€154 million to€–973 million. Excluding commissions paid to third-party agents,
expenses increased on a comparable basis at a lower pace than revenues.
On October 31, 2005 AXA IM purchased Framlington. The impact on net income in 2005 was a decrease of€6 million
mainly attributable to exceptional costs.Net incomeincreased by€59 million to€156 million as a result of a business
growth and an improved efficiency.
150
OTHER FINANCIAL
SERVICES SEGMENT
The tables below present the gross revenues and net income for the Other Financial Services segment for the periods
indicated:
CONSOLIDATED GROSS REVENUES(a) | (in Euro million) | ||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
AXA Bank (Belgium) | 306 | 339 | 268 | (33) | |||||
AXA Banque (France) | 62 | 70 | 105 | (8) | |||||
AXA Bank (Germany) | 26 | 28 | 28 | (1) | |||||
Other(b) | 10 | 4 | 4 | 6 | |||||
TOTAL | 404 | 441 | 404 | (37) | |||||
Intercompany transactions | (22) | (13) | (17) | (9) | |||||
Contribution to consolidated gross revenues | 381 | 428 | 387 | (47) |
(a) Before elimination of intercompany transactions.
(b) Includes CFP, CDO’s and Real Estate entities.
NET INCOME | (in Euro million) | ||||||||
Years ended December 31, | Variation | ||||||||
2006 | 2005 | 2004 | 2006/2005 | ||||||
AXA Bank (Belgium) | 31 | 69 | 9 | (38) | |||||
AXA Banque (France) | (17) | (11) | (3) | (6) | |||||
AXA Bank (Germany) | 3 | 3 | 2 | – | |||||
Others | 27 | 22 | 5 | 4 | |||||
Contribution to net income | 43 | 82 | 13 | (39) |
In 2006, Other Financial Services segment accounted for 0.5% of AXA’s consolidated gross revenues after elimination
of intercompany transactions (1% in 2005 and 2004). This segment contributed for 1% to AXA’s consolidated net
income in 2006 (in 2005: 2% and 2004: 0.3%).
151
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
AXA Bank (Belgium)
Net incomedecreased by€38 million to€+31 million mainly due to a decrease in net revenues (€–33 million). This
decrease was mainly due to lower capital gains (€–19 million), the change in fair value of derivatives (€–12 million), and
lower interest margin and fee income (€–9 million). Operating expenses increased mainly due to the non recurrence of
the 2005 reversal of a provision for risks related to loan activities in France, following a favorable court decision
(€+16 million). Income tax decreased by€24 million following the lower operating income gross of tax (€–62 million).
AXA Banque (France)
Net incomedecreased from€–11 million to€–17 million resulting from a€–14 million impact of the change in fair
value of macro-hedging derivative instruments, partly offset by increased activity and stable expenses.
AXA Bank (Germany)
Net incomeremained stable at€3 million.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
AXA Bank (Belgium)
Net incomeincreased by€59 million to€69 million mainly driven by an improved interest margin, the reversal of a
provision for risks related to loan activities in France following a favorable court decision (€16 million), the change in fair
value of derivatives (€+27 million), and in capital gains on equities (€+6 mill ion).
AXA Banque (France)
Net incomedecreased by€8 million to€–11 million, reflecting a€–9 million unfavorable impact of the change in fair
value of macro-hedging derivative instruments.
AXA Bank (Germany)
Net incomeincreased by€1 million to€3 million mainly explained by reduced expenses.
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HOLDING COMPANIES
The Holding Companies consist of AXA’s non-operating companies, including mainly AXA parent company, AXA France
Assurance, AXA Financial, AXA Asia Pacific Holdings, AXA Germany Holding, AXA Belgium Holding, the Netherlands
Holdings, and AXA U.K. Holdings. The net (loss) income from these activities is presented in the table below for the
periods indicated.
NET INCOME | (in Euro million) | ||||||||||||||||||
Years ended December 31, | Variation | ||||||||||||||||||
2006 | 2005 | 2005 | 2004 | 2004 | 2006/ 2005 | ||||||||||||||
Restated(a) | As originally presented | Restated(a) | As originally presented | ||||||||||||||||
AXA SA | (584) | (183) | (328) | 69 | 14 | (401) | |||||||||||||
Other French Holdings | 22 | 1 | 1 | (10) | (10) | 21 | |||||||||||||
Other Foreign Holdings | (183) | (318) | (318) | (92) | (92) | 135 | |||||||||||||
Contribution to net income | (745) | (500) | (645) | (33) | (88) | (245) |
(a) Restated means: following clarification of IFRIC agenda committee following IASB decision, AXA has reclassified TSDI instruments (perpetual
subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with impact on net income.
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
Net incomedecreased by€245 million to€–745 million in 2006, this reduction resulting from the combination of the
following:
(i) AXA SA’s net income decreased by€401 million to€–584 million mainly due to:
- a€–404 million change in the mark-to-market of interest rate derivative instruments not considered as hedge
accounting, mainly due to: (i)€–174 million related to interest swaps denominated in Euro covering the long-term
interest risk of long-term debts due to the increase of Euro interest rate during 2006, (ii)€–69 million due to a
decrease on CHF interest rates linked to long-term CHF denominated swaps (CHF5 billion nominal value) used to
finance Sw iss assets of Winterthur, and (iii)€–133 million related to a lower increase of U.S. dollar interest rates
linked to currency swaps in 2006 compared to 2005,
- as the€69 million financial income in 2006 on proceeds from Winterthur financing (rights and TSS issues) was
more than offset by (i)€30 million resulting from some non recurring costs related to share based compensation
plans, (ii) a€20 million higher financial charge mostly related to the financing of the Finaxa exchangeable bond
buy-back and the dilution control program partly offset by positive volume effects due to increasing cash flows
received from entities, a nd (iii) a non recurring tax benefit of€39 million in 2006 compared to€70 million in 2005.
(ii) Other French holdings net income improved by€+21 million to€22 million as a result of:
- a€33 million increase in net income in AXA France Assurance due to the non recurrence of the 2005€14 million
settlement with Armenian policyholders, higher realized gains, and a tax gain on the 2005 settlement with
Nationwide equities,
- partly offset by lower net income in other French holdings, down€12 million mainly due to the change in fair value
of derivatives (a€15 million profit in 2006 versus a€28 million profit in full-year 2005).
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(iii) Other foreign holdings net income improved by€135 million to€–183 million mainly driven by a€+94 million
increase at AXA Financial, reflecting the€–69 million non recurrence of the 2005 loss on the sale of Advest and a
€43 million favorable income tax settlement in 2006 related to the sale of DLJ in 2000.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Net incomedecreased by€467 million in 2005 to a loss of€500 million. This trend was primarily attributable to:
(i) AXA SAs net income (parent company) decreased by€252 million to€–183 million. This is mainly due to:
- the mark-to-market impact on the portion of derivative instruments which are not considered as hedge accounting
under IFRS, which decreased by€297 million after tax mainly due to (i) the difference between 2004 and 2005,
on the mark-to-market of foreign currencies options hedging AXA Group earnings denominated in foreign
currencies and (ii) the decline of the mark-to-market on interest rate swaps mainly resulting from a lower decrease
of Euro interest rates in 2005 than in 2004,
- an increase in general expenses by€36 million after tax mainly due to initiatives for developing business,
increasing costs in connection with the preparation for the Sarbanes-Oxley 404 attestation of effectiveness of
internal controls due for year end 2006, and€3 million related the conclusion of an arbitration proceeding with
Nationwide.
(ii) Other foreign holdings net income decreased by€226 million to€–318 million driven by:
- AXA Financial Inc. (€126 million decrease or€-127 million on a constant exchange rate basis) to€–170 million
reflecting after tax loss on the sale of Advest in 2005 of€–69 million and the impact of€43 million state tax release
in 2004 related to the sale of DLJ in 2000,
- The Netherlands Holdings (€–107 million decrease to€–3 million), following the€+104 million non-recurring gain
recorded in 2004 as a result of the sale of Unirobe,
- AXA U.K. Holdings (€33 million decrease to€–105 million), mainly due to a€21 million increase in tax mainly
explained by a provision for unremitted overseas earnings in Ireland partly offset by various prior year tax provision
releases, together with a€6 million reduction in the net investment result, as well as a€–8 million (net of tax)
indemnity to Nationwide,
- Belgium Holdings (€31 million decrease to€–33 million), notably as a result of an indemnity fee paid following the
early repayment of a loan, the non recurrence of the capital gains recognized on the disposal of Crealux, and
€8 million related to the conclusion of an arbitration to Nationwide,
partly offset by:
- an improvement of Germany holdings net income by€82 million to€–1 million, mainly due to (i)€+36 million
impact linked to the final settlement in 2005 of the sale of Cologne Re JV announced in 2003, (ii)€+29 million
income taxes improvement as a result of the implementation of a tax group with AXA Versicherung, and (iii)
€14 million due to the capital loss on the Bausparkasse sale in 2004.
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LIQUIDITY
AND CAPITAL RESOURCES
Over the past few years, AXA has expanded its insurance and asset management operations through a combination of acquisitions, direct investments and organic growth. This expansion has been funded primarily through a combination of (i) proceeds from the sale of non-core businesses and assets, (ii) dividends received from operating
subsidiaries, (iii) proceeds from the issuance of subordinated convertible debt securities, other subordinated debt securities and borrowings (including debt issued by subsidiaries), and (iv) the issuance of ordinary shares. The Company and each of its major operating subsidiaries are responsible for financing their operations. The Company, as the holding company for the AXA Group, coordinates these activities and, in this role, participates in financing the operations of certain subsidiaries. Certain of AXA’s subsidiaries, including AXA France Assurance, AXA Financial Inc., AXA Asia Pacific Holdings and AXA U.K . Plc. are also holding companies and are dependent on dividends received from their own subsidiaries to meet their obligations. Operating entities have to meet multiple regulatory constraints, in particular a minimum solvency ratio. The level of internal dividends paid by operating entities to AXA parent company or other Group companies must therefore take into account these constraints as well as potential future regulatory changes.
However, based on the information currently available, AXA does not believe that such restrictions constitute a material limitation on its ability to meet its obligations or pay dividends.
AXA’s insurance operations
The principal sources of funds for AXA’s insurance operations are premiums, investment income and proceeds from
sales of invested assets. These funds are mainly used to pay policyholder benefits, claims and claim expenses, policy
surrenders and other operating expenses, and to purchase invested assets. The liquidity of insurance operations is
affected by, among other things, the overall quality of AXA’s investments and AXA’s ability to cash out on its investments
to meet policyholder benefits and insurance claims as they fall due.
Life & Savings
Liquidity needs can also be affected by fluctuations in the level of surrenders, withdrawals and guarantees to
policyholders in the form of minimum income benefits or death benefits, particularly on variable annuity business (see
“Item 4 – Life & Savings – Surrenders”). The investment strategy of AXA’s Life & Savings subsidiaries is designed to
match the investment returns and estimated maturity of its investments with expected payments on insurance
contracts. AXA regularly monitors the valuation and maturity of its investments and the performance of its financial
assets. Financial market performance may affect the level of surrenders and withdrawals on life insurance policies, as
well as projected immediate and long-term cash needs. AXA adjusts its investment portfolios to reflect such
considerations.
155
Property & Casualty and International Insurance
Liquidity needs can be affected by actual claims experience if significantly different from the estimated claims
experience (see note 14.6 to the Consolidated Financial Statements included in Item 18 of this Annual Report).
Insurance cash flows are generally positive and can be slightly negative in the case of exceptional events. A portion of
these cash flows is invested in liquid, short-term bonds and other listed securities in order to avoid the liquidity risk that
may arise from such events. In the event of large catastrophic losses, AXA’s Property & Casualty operations would be
able to liquidate part of their investment portfolios to meet their obligations.
Asset Management and Other Financial Services
These subsidiaries’ principal sources of liquidity are operating cash flows, proceeds from the issuance of ordinary
shares (where applicable), drawings on credit facilities and other borrowings from credit institutions. The financing
needs of asset management subsidiaries arise from their activities, which require working capital.
Sources of liquidity
At December 31, 2006, AXA’s consolidated balance sheet included cash and cash equivalents of€17.5 billion (2005:
€19.5 billion), excluding bank overdrafts of€1.3 billion (2005:€0.8 billion). At December 31, 2006, the parent
company’s cash and cash equivalents amounted to€317 million excluding bank overdrafts (€130 million in 2006)
versus€320 million as at December 31, 2005. Maturities of financial debt are detailed in note 16.4 of the Consolidated
Financial Statements included in Item 18 of this Annual Report. As part of its risk control system, AXA has for a number
of years paid close attention to contractual clauses, particularly those that may lead to early redemption. A large portion
of AXA’s debts consist of subordinated bonds with no early redemption clauses, except in the event of liquidation. Early
redemption clauses are in general avoided by AXA. However, when market practice makes them unavoidable, AXA has
a centralized method of monitoring these clauses. AXA is not currently exposed to early redemption clauses that could
have a signif icant impact on its financial structure.
Subordinated debt
Following clarification of the IFRIC Agenda Committee following the IASB decision, AXA has reclassified TSDI
instruments (perpetual subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial
statements with impact on net income. At December 31, 2006, the parent company had outstanding subordinated
debt (excluding accrued interests) of€7,862 million, or€7,257 million taking into account a€605 million reduction due
to the impact of foreign exchange hedging derivative instruments.
On a consolidated basis, subordinated debt (including derivative instruments impact) totaled€5,563 million after taking
into account all intragroup eliminations, compared to€5,073 million at December 31, 2005. The increase of
€490 million, or€609 million increase at constant exchange rates (€119 million favorable exchange ra te impact, mainly
stemming from dollar-denominated subordinated debt), was mainly due to the fall in the market value of interest-rate
swaps, attributable principally to the rise in Euro zone variable interest rates. At December 31, 2006, the number of
shares that could be issued as a result of bond conversions was 65.7 million versus 64.4 million at December 31, 2005.
156
The conversion ratio applicable to bonds was reviewed following the capital increase financing the Winterthur
acquisition, explaining the increase in the number of shares that may potentially be created. See the “Subsequent
events after December 31, 2006 affecting AXA’s liquidity” section, which sets out the initiatives undertaken by the Group
in 2007 to offset this dilutive impact. Movements in these items are described in note 16 to the Consolidated Financial
Statements included in Item 18 of this Annual Report.
The contractual maturities of financing debts are detailed in note 16.4 to the Consolidated Financial Statements
included in Item 18 of this Annual Report.
Financing debt instruments issued
The parent company’s financing debt instruments issued (excluding accrued interests) totaled€2,568 million at
December 31, 2006, an increase of€1,332 million compared to 2005 principally due to€1,350 million relating to
commercial paper issued at the end of the year, mainly to finance the Winterthur acquisition and future restructuring
plans. On a consolidated basis, AXA’s total financing debt instruments issued amounted to€3,688 mil lion at December 31,
2006, an increase of€872 million from€2,817 million at the end of 2005. At constant exchange rates, the increase
was€1,023 million (exchange rate movements had an impact of€151 million), mainly due to€1,350 million of
commercial paper issued by AXA SA, partly offset by AXA Equitable’s early redemption of all of its Closed Block Mony
debt (€254 million) and associated derivatives (€15 million). Movements in this item are described in note 16 to the
Consolidated Financial Statements included in Item 18 of this Annual Report.
Financing debt owed to credit institutions
At December 31, 2006, the amount of debt owed by AXA and its subsidiaries to credit institutions totaled€95 million
versus€17 million at the end of 2005. The increase of€79 million at constant exchange rates was mainly due to
€85 million related to the integration of Winterthur (€75 million at Winterthur Leven NV in the Neth erlands and
€10 million at Winterthur Life in Switzerland).
Other debt (other than financing debt)
Other debt instruments issued
At December 31, 2006, other debt instruments issued, excluding Winterthur’s contribution (€2,796 million mainly
relating to the integration of Holland Homes SPEs, which securitize mortgages in the Dutch DBV Life business) totaled
€1,919 million, down from€2,233 million at December 31, 2005. The decline of€314 million (or€284 million at
constant exchange rates) resulted mainly from the€238 million fall in CDO instruments.
Other debts by issuance
At December 31, 2006 and excluding Winterthur’s contribution (€262 million of bank overdrafts), other debts by
issuance (including€1.1 billion of bank overdrafts) totaled€3,734 million of the total amount of debt owed to credit
institutions, down€2,443 million compared to December 31, 2005. The decrease was€2,427 million at constant
exchange rates, and was attributable primarily to the following items:
- a change in the classification of debt relating to securities sold under repurchase agreements at AXA Bank Belgium.
As of January 1, 2006, these debts are presented as payables resulting from banking operations instead of debt
157
instruments issued (other than financing debts) and bank overdrafts, resulting in a reduction of€3,242 million. Partly
offset by:
• a€332 million increase in bank overdrafts, and
• a€290 million increase in deposits as part of AXA SA collateral contracts.
Movements in this item are described in note 17 to the consolidated financial statements included in Item 18 of this
Annual Report.
Issuance of ordinary shares
On July 11, 2006, AXA announced the completion of a€4.1 billion capital increase (1 new share for 9 previously held
at a price of€19.8 per share) to finance part of the Winterthur acquisition, resulting in the issue of 208,265,897 new
shares. The settlement and listing of the new shares on the Eurolist market of Euronext Paris took place on July 13,
2006. The new shares are eligible for any future dividend distributions, including the dividend paid in 2007 in respect of
fiscal year 2006 earnings.
For several years, the AXA Group has been offering to its employees in and outside of France, the opportunity to
subscribe for shares issued by way of a capital increase reserved for employees. In 2006, employees invested a total
of€375 million leading to a total issuance of 15.5 million newly issued shares. Employee shareholders represented
approximately 4.98% of the outstanding share capital as of the end of 2006. In the first half of 2006, AXA pursued its
share purchase program to control dilution arising from 2005 share-based compensation and the employee shareplan
program and purchased 12.7 million shares for a total amount of€0.35 billion.
Dividends received
Dividends paid to the Company totaled€1,581 million in 2006 (2005:€1,420 million, 2004:€970 million), of which
approximately€109 million were in currencies other than the Euro (2005:€74 million, 2004:€ 121 million). The
€161 million increase in dividends in 2006 was mainly due to: (i) a€149 million rise in dividends received from financial
companies to€192 million, mainly as a result of a€121 million special dividend paid by Compagnie Financière de Paris
following the improvement in its major risk coverage ratio in 2006, (ii) a€36 million increase in dividends received frominsurance companies outside Europe to€109 million, mainly due to the€13 million dividend paid by the Moroccan
subsidiary AXA-ONA and a€10 million increase in dividends from AXA Asia Pacific Holdings, (iii) a€24 million decrease
in dividends paid by European companies to€1,280 million. The main contributors remained AXA France Assurance
(€674 million), AXA Holdings Belgique (€299 million), AXA U.K. (€114 million) and Southern European companies
(€116 million). The non recurrent interim dividend of€236 million paid by AXA France Assurance in December 2005,
was largely offset by increased dividends from Belgium (up€153 million) and AXA U.K. ( up€106 million) as a result of
higher earnings.
The Company is not subject to restrictions on dividend payments, provided that its accumulated profits are sufficient
to cover them. However, some subsidiaries, particularly insurance companies, are subject to restrictions on the amount
of dividends they can pay to shareholders. For more information on these restrictions, see note 28.3 to the consolidated
financial statements included in Item 18 of this Annual Report. The Company anticipates that cash dividends received
from operating subsidiaries will continue to cover its operating expenses including planned capital investment in existing
158
operations, interest payments on its outstanding debt and borrowings, and dividend payments during each of the next
three years. AXA expects that anticipated investments in subsidiaries and existing operations, future acquisitions and
strategic investments will be funded from available cash flow remaining after payments of dividends and operating
expenses, proceeds from the sale of non-strategic assets and businesses and future issues of debt and equity
securities.
Uses of funds
Interests paid by the Company in 2006 totaled€530 million (2005:€518 million, 2004:€561 million) or€408 million
after the impact of hedging derivative instruments (2005:€267 million, 2004:€321 million) . On a consolidated basis,
total interests paid in cash in 2006 were€539 million (2005:€568 million). Dividends paid to AXA shareholders in 2006
totaled€1,647 million in respect of the 2005 financial year, or€0.88 per share, versus€0.61 per share paid in respect
of the 2004 financial year (€1,164 million in total). All of these dividends were paid in cash.
Solvency margin
Each insurance company within AXA is required by local regulations to maintain a minimum solvency margin. The
primary objective of the solvency margin requirements is to protect policyholders. AXA’s insurance subsidiaries are in
compliance with the applicable solvency requirements. The solvency margin calculation is based on a formula that
contains variables related to economic, financial and technical parameters. It also takes into account the matching of
specific categories of assets and liabilities. A European Directive dated October 27, 1998 requires a consolidated
solvency calculation effective for periods ending on or after December 31, 2001. France transposed this directive under
an ordinance dated August 29, 2001, decreed on March 14, 2002 and applicable from 2002.
Additional supervision of credit institutions, investment companies and insurance companies belonging to “financial
conglomerates” was introduced by the European Parliament and Council Directive 2002/87/EC of December 16, 2002.
France transposed this directive through an ordinance dated December 12, 2004, which introduced the notion of
financial conglomerate into the Insurance Code. According to article 20 of the Insurance Code, the provisions of this
ordinance applied for the first time to periods starting on or after January 1, 2005. AXA is not considered as a financial
conglomerate. However, in accordance with the decree of September 19, 2005, if a company is not subject to the
additional supervision applicable to a financial conglomerate, its solvency margin is nevertheless reduced by the amount
of its equity interests in credit institutions, investment companies or financial institutions.
In accordance with the practical methods of calculation implemented by AXA by reference to these tests, AXA’s
adjusted solvency ratio was estimated at 186% at December 31, 2006 compared to 216% at the end of 2005. The
decline resulted mainly from the Winterthur acquisition. The solvency ratio takes into account part of the future profits
from life business in force, as allowed by the Directive 2002.12 dated March 5, 2002. The application of these directives
in France is governed by the Autorité de Contrôle des Assurances et des Mutuelles (ACAM).
159
Supplementary information – Contractual obligations
and specific information relating to off-balance sheet
arrangements
A schedule of major future payments under certain material contractual obligations for AXA Group is set out in the table
below as at December 31, 2006.
(in Euro million) | |||||||||||||
Expected payments as at December 31, 2006 | Total carrying | ||||||||||||
12 months orless(a) | More than 1 year up to 5 years(b) | More than 5 years(c) | value as at December 31, 2006 | ||||||||||
Financing debt | 1,854 | 1,011 | 7,293 | 10,158 | |||||||||
Other debt instrument issued, notes and bank overdrafts | 3,526 | 795 | 4,394 | 8,714 | |||||||||
Liabilities arising from insurance and invesment contracts(d) | 19,845 | 76,988 | 409,458 | 506,291 | |||||||||
of which Life & Savings liabilities relating to contracts including a surrender option with some surrender benefit before maturity | 5,061 | 42,870 | 220,690 | 268,621 | |||||||||
TOTAL | 25,225 | 78,794 | 421,145 | 525,163 |
(b) Relates to payments due from 2008 to 2012.
(c) Relates to payments due in 2013 and thereafter.
(d) Liabilities arising from insurance and investment contracts represent estimated cash flows related to the payment of death and disability claims, policy
surrenders and withdrawals, annuity payments, minimum guarantees on unit-linked contracts, matured endowments, payments under property and
casualty contracts and accident and health contracts, policyholder dividends and future renewal premium-based and fund-based commissions offset
by contractual future premiums and deposits on in-force contracts. These estimated cash flows are based on mortality, morbidity, lapse assumptions
and claims payment patterns comparable with AXA’s experience. These amounts are undiscounted and, therefore, exceed the liabilities arising from
insurance and investment contracts included in the consolidated balance sheet. They do not reflect projected recoveries from reinsurance agreements.
Due to the use of assumptions, actual cash flows will differ from these estimates (see “Critical Accounting Estimates – Future Policy Benefits and claims
reserves”). Unit-linked contracts have been excluded as these liabilities are not exposed to interest-rate or duration risk, except unit-linked contracts with
performance guarantees. The Company holds assets perfectly matching the obligations.
This table includesfinancing debt and other debt(including subordinated debt issued by the Company and its
subsidiaries and non-subordinated debt) (please refer to detailed disclosure in notes 16 and 17 to the consolidated
financial statements included in Item 18 to this Annual Report) and excludes the effect of related derivatives (see note
19 to the consolidated financial statements for derivative instruments). This table also excludes Perpetual and Deeply
Perpetual Subordinated notes (“TSS” and “TSDI”) that are classified as shareholders’ equity (see note 13 to the
Consolidated Financial Statements included in Item 18 to this Annual Report).
Even though such amounts are classified as equity under IFRS because there is no obligation other than at liquidation
or economic compulsion, the company experienced in the past patterns of reimbursements. Some of these instruments
contain the following features:
– early redemption clauses (calls) at the group’s option, giving AXA the ability to redeem the principal amount before
maturity without penalty on certain dates,
– interest step-up clauses with effect from a given date.
Such instruments are excluded from the above table because the exercise of these options, if any, highly depends on
market conditions.
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As described above, AXA also borrowed amounts from credit institutions, amounting to€4,094 million including bank
overdrafts for€1,338 million. (In 2005: respectively€6,194 million and€762 million). Of the total amounts owed, nearly
all of the arrangements are payable on demand, except those of the Company.
The table also includes the breakdown of projected payments and surrenders related to Life & Savings and Property &
Casualtyinsurance and investment contractsexcluding contracts where financial risk is borne by policyholders.
Actual maturities may differ significantly from the estimates set out below, mainly because, as already mentioned, some
of the contracts contain a surrender option controlled by the policyholder that may reduce their duration.
The projections shown above cannot be compared with the reserves carried on the balance sheet included in Item 18
of this Annual Report, and are higher than the published balance sheet figures because they represent expected cash
flows without any discounting element. They are also shown net of inflows of periodical premiums payable by
policyholders.
AXA also has contractual obligations: (i) to policyholders and/or designated beneficiaries in respect of life, health,
retirement contracts and other savings-related contracts, and (ii) to policyholders in respect of Property & Casualty
contracts including cover for automobile, homeowners/household, property and general liability insurance for both
personal and commercial customers (small to medium-sized companies), large insurance risk cover for large national
and international corporations, and reinsurance. These obligations include paying death claims, making annuity
payments or paying claims arising from an insurable loss event. The timing of such payments depends on such factors
as the mortality and persistency of its customer base and the occurrence of insurable loss events (see table below and
refer to note 14 to the consolidated financial statements in Item 18 of this Annual Report).
In addition, from time to time, the Company and/or its subsidiaries may become involved in contractual arrangements
to which an unconsolidated entity is a party, which may assume many different forms such as guarantees, subordinated
retained interests in assets transferred, derivative instruments, obligations under variable interest entities including
special purpose entities and other contingent arrangements. Information on contingent commitments material to AXA
can be found in notes to the consolidated financial statements included in Item 18 of this Annual Report, specifically:
note 16 for Financing debt, note 17 for Other debts (other than financing debt), note 28 for details on contingent assets
and liabilities and unrecognized contractual commitments. In addition, specific to our U.S. operations, AXA Financial
has obligations under contingent commitments at December 31, 2006, including: AXA Financial’s and
Allia nceBernstein’s respective revolving credit facilities and commercial paper programs; AllianceBernstein’s
$100.0 million ECN program; AXA Financial’s $1.49 billion of undrawn letters of credit; AllianceBernstein’s $125.0 million
guarantee on behalf of SCB LLC; and AXA Financial’s guarantees or commitments to provide equity financing to certain
limited partnerships of $697.8 million.
AllianceBernstein had, at year-end 2006, a $360.6 million accrual for compensation and benefits, of which
$215.8 million is expected to be paid in 2007, $79.4 million in 2008-2009, $42.7 million in 2010-2011 and the rest
thereafter. Further, AllianceBernstein expects to make contributions to its qualified profit sharing plan of approximately
$25.0 million in each of the next four years. AllianceBernstein currently expects to contribute an estimated $3.7 million
to its qualified, noncontributory, defined benefit plan during 2007.
161
Furthermore, AXA Financial is exposed to potential risk related to its own ceded reinsurance agreements with other
insurers and to insurance guaranty fund laws in all 50 states, the District of Columbia and Puerto Rico. Under these
laws, insurers doing business in these states can be asked amounts up to prescribed limits to protect policyholders of
companies that become impaired or insolvent.
For additional information on contingent assets and liabilities and unrecognized contractual commitments, refer to
note 28 to the Consolidated Financial Statements included in Item 18 of this Annual Report.
Subsequent events after December 31, 2006
affecting AXAs liquidity
On January 11, 2007, the meetings of holders of AXA’s 2014 and 2017 convertible bonds were held to vote on an
amendment of the final conversion dates of the bonds to January 26, 2007 in exchange for a cash payment in respect
of the value of the conversion option. The meeting of holders of the 2014 convertible bonds approved the amendment.
Consequently, holders who did not convert their bonds by January 26, 2007, received€16.23 per bond on January 31,
2007. The meeting of holders of the 2017 convertible bonds did not approve the amendment. Consequently, to fully
neutralize the dilutive impact of the 2017 convertible bonds AXA has purchased from a banking counterparty, for a total
cash amount equivalent to the payment proposed to bondholders, call options on the AXA share with an automatic
exercise feature. This feature is such that one option is automatically exercised upon each conversion of a convertible
bond. Consequently, each issuance of a new share resulting from the conversion of the bond will be offset by the
delivery by the bank to AXA (and subsequent cancellation) of an AXA share. The issuance of a share in respect of the
conversion of the bond and the cancellation by AXA of the AXA share received will offset each other. As a result of this
transaction, there will no longer be a change to the outstanding number of AXA shares created by the convertible bond
conversion. For AXA shareholders, these transactions resulted in the elimination of the economic potential dilutive
impact of the 2014 and 2017 convertible bonds (i.e. a maximum of 65.8 million shares). The total cash consideration
paid by AXA amounts to€245 million.
The Management Board proposed and AXA paid, following shareholders’ approval, a dividend of€1.06 per share on
May 21, 2007. This dividend gives rise to a 40% tax credit for individuals whose fiscal residence is in France as of
January 1, 2007, equal to€0.424 per share.
Please also refer to note 29 to the Consolidated Financial Statements included under Item 18 to this Annual Report.
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Consolidated Cash Flows
Net cash provided by operating activities totaled€18.9 billion for the year ended December 31, 2006, as compared to
€16.4 billion for the year ended December 31, 2005, in line with improved operational performance.
A growth in gross revenues was experienced in all of AXA’s major markets : (i) Life & Savings; notably in France and
United Kingdom mainly due to investment and savings premiums, and in the United States driven primarily by increases
in First Year Variable Annuity premiums and First Year life premiums, (ii) Property & Casualty, mainly driven by : United
Kingdom & Ireland reflecting significant growth on Personal Motor, Health and both Personal and Commercial Property;
France, revenues increase in a more competitive French market with increased pressure on prices, mainly on Personal
Motor and Commercial Property; Southern Europe, increase mainly driven by personal lines; Turkey, revenues increase
driven by average motor premium increase and positive evolution of fire business ; Morocco, increase driven by
personal motor, workmen compensation and fire lines of business.
Net cash used in investing activities was€24.5 billion in 2006, as compared to€13.2 billion in 2005. Net cash used
in the purchase and sale of financial invested assets amounted€25.0 billion (€18.1 billion in 2005).
Cash used in the purchase of subsidiaries and affiliated companies (net of cash acquired) amounted€5.7 billio n in 2006
and principally consisted in the acquisition of the Winterthur Group. In 2005, cash used in the purchase of subsidiaries
and affiliated companies (net of cash acquired) amounted to€1.6 billion and mainly consisted of the purchase of mutual
funds in France, the purchase of Framlington and Seguro Directo, and the purchase of treasury shares. In 2004, cash
used in the purchase of subsidiaries and affiliated companies amounted to€3.9 billon and mainly consisted of the
acquisition of MONY, and the purchase of mutual funds in France.
Net cash relating to financing activities totaled€+6.5 billion in 2006 mainly due to€8.6 billion equity instruments issued,
these proceeds being partly reduced by a€2.1 billion dividend payments, as compared to€–4.7 billion in 2005, mainly
due to the€1.3 billion dividends payments, and the€3.1 billion repayment of financing debt (including€1.5 billion
exchangeable bonds bought by AXA from FINAXA, a€0.9 billion repayment of subordinated perpetual notes, EMTN
and BMTN, partly offset by a€0.7 billion equity issuance (including a€304 million capital increase reserved for
employees and a€250 million issuance of super subordinated debt). In 2004, net cost relating to financing activities
totaled€0.4 billion, mainly resulting from the net cash relating to equity issuance€+2.7 billion, including€1.4 billion
conversion of the ORAN (convertible bonds), (this reimbursement also explaining part of the€2 billion reimbursement
of financing debt), a€0.3 million capital increase reserved to employees and a€0.6 billion issuance of super
subordinated notes.
At December 31, 2006, total consolidated net cash and cash equivalents amounted to€27.8 billion, net of€1.3 billion
bank overdrafts classified under “Other debt instrument issued and bank overdrafts” in the consolidated balance sheet
(2005: respectively€20.6 net cash and€0.8 billion of bank overdrafts, and 2004: respectively€21.8 net cash and
€0.7 billion of bank overdrafts).
163
RECONCILIATION
OF IFRS TO U.S. GAAP
Significant accounting policies
The notes to the Consolidated Financial Statements included in Item 18 of this Annual Report contain a summary of
AXA’s significant accounting policies under IFRS (see note 1) and a discussion of the differences between IFRS and
U.S. GAAP, which materially affect the determination of AXA’s consolidated net income and shareholders’ equity,
including a discussion of recently issued accounting pronouncements (see notes 31 and 32). These policies should be
considered in analyzing AXA’s consolidated financial position and consolidated operating results, especially those which
require (i) the use of estimates and assumptions, for example, in respect of establishing insurance future policy benefits
and claims reserves, or (ii) management to make difficult, complex or subjective judgments.
Please refer to note 31 of the Consolidated Financial Statements included in Item 18 of this Annual Report for a discussion
about the reconciliation of net income and group shareholders’ equity for the years ended December 31 2006, 2005 and
2004.
GLOSSARY
Comparable basis
On a comparable basis means that the data for the current year period were restated using the prevailing foreign
currency exchange rate for the same period of the prior year (constant exchange ratebasis) and eliminated the
results of acquisitions, disposals and business transfers (constant structuralbasis) and of changes in accounting
principles (constant methodologicalbasis), in one of the two periods being compared.
Net investment resultincludes the following items: net investment income, realized capital gains and losses, change
in fair value of financial instruments through P&L and valuation allowances and release in respect of impaired invested
assets.
164
Current accident year loss ratio(Property & Casualty) net of reinsurance, is the ratio of:
(i) (Current year claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on current
accident year), to
(ii) Earned premiums, gross of reinsurance.
All accident years loss ratio(Property & Casualty) net of reinsurance, is the ratio of:
(i) (All accident years claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on all
accident years), to
(ii) Earned premiums, gross of reinsurance.
Thecombined ratiois the sum of (i) the expense ratio and (ii) the loss ratio (all accident years).
Expense ratiois the ratio of:
(i) Expenses (excluding claims handling costs), to
(ii) Earned revenues, gross of reinsurance.
Specific to AXA RE
Coversare specific reinsurance treaties, bought to protect all or a portion of the company’s portfolio againstmajor
losses.If such losses do not occur over the insured period, a profit commission (or “no-claim bonus”) may be paid to
the ceding company. In general, thecost of a coveris accrued (or by extension “earned”) ratably over the treaty
period.
Major lossesare defined as any event whose ultimate cost, gross of reinsurance and reinstatement premiums, is
greater than $30 million.
Specific to Asset Management
Net new money:inflows of client money less outflows of client money. Net new money measures the impact of sales
efforts, product attractiveness (mainly dependent on performance and innovation), and the general market trend in
investment allocation.
165
Item 6: Directors, Senior
Management and Employees
Implementing sound corporate governance principles has been a priority at AXA for many years. AXA’s ADRs are
publicly traded on the New York Stock Exchange and, consequently, AXA is subject to the Sarbanes-Oxley Act, which
was adopted in the United States in 2002. Accordingly, AXA has made various adjustments necessary to bring the
Company into compliance with the Act. AXA has also reviewed its corporate governance in light of the
recommendations contained in the Bouton Report and the relevant sections of the French Financial Security Act(Loi
de Sécurité Financière)of August 1, 2003.
166
GOVERNANCE
STRUCTURE: MANAGEMENT BOARD AND
SUPERVISORY BOARD
Since 1997 AXA has had a dual corporate governance structure consisting of a Management Board and a Supervisory
Board.
An Executive Committee assists the Management Board in the performance of its duties. In addition, the Supervisory
Board has established four special-purpose Committees.
167
SUPERVISORY BOARD
Role and powers
The Supervisory Board oversees the Company and reports to the shareholders. The Supervisory Board appoints and
dismisses the Chairman and members of the Management Board and supervises the executive management of the
Company.
Article 12 of the Company’s articles of incorporation and bylaws, and the Supervisory Board’s internal regulations,
specify that, in light of its enhanced supervisory power with respect to matters of particular concern to the shareholders,
the following transactions or issues require the prior approval of the Supervisory Board:
– the issuance of securities with a direct or indirect claim on the equity capital of the Company;
– proposed share buyback programs submitted to a vote of the shareholders assembled in an ordinary meeting;
– financing operations that may have a material impact on the Company’s financial position;
– any contemplated acquisition;
– agreements to form strategic partnerships;
– the establishment of any stock option plans or the granting of restricted shares(actions gratuites)to employees of
the Company or to employees and officers of related parties, as well as the granting of stock options or restricted
shares to members of the Management Board of the Company;
– proposals to amend the Company’s bylaws submitted to a vote of the shareholders in an extraordinary meeting;
– appropriations of earnings and dividends for the previous year proposed to shareholders in an ordinary meeting; and
– interim and final dividend payment dates.
Operating procedures
The guidelines governing the operation, organization and compensation of the Supervisory Board and its committees
are contained in its internal regulations.
The Supervisory Board meets at least five times a year. In 2006, the Supervisory Board met 8 times and the overall
attendance rate was 84%. One of these meetings was a full day meeting devoted to examination of the AXA Group’s
strategy. Supervisory Board members receive documentation concerning matters to be reviewed prior to each meeting,
generally eight days in advance.
This documentation always includes information on:
– the Group’s operations, as presented in the Management Board’s quarterly report, a press review, and a stock price
performance report; and
– reports on committee meetings that have been held since the last Supervisory Board meeting.
168
In addition to the agenda, this documentation may also include information on issues pertaining to the Group’s
operations (e.g. a presentation on a particular operating company’s strategy and priorities) or a presentation on a
particular subject (e.g. the brand, a transversal project, etc.).
Accordingly, the Group’s principal managers may be invited to take part in Board meetings from time to time to present
their business area, their objectives and their results.
Training courses and special meetings are organized for members of the Supervisory Board as needed or requested.
Certain members of the Supervisory Board have requested and received training in the Group’s various business areas
and have attended presentations on specific Group companies.
The Company’s bylaws require members of the Supervisory Board to own at least 100 ordinary shares. In addition, to
ensure that their interests and those of the Group are aligned, the internal regulations governing operation of the
Supervisory Board provide that members of the Supervisory Board must own shares in the Company in an amount
equal to at least the value of the directors’ fees they receive in the course of any given year.
Composition
On December 31, 2006, the Supervisory Board had 14 members, elected by the shareholders. Currently, 4 members
of the Supervisory Board are not French nationals.
At the Company’s Annual General Meeting on May 4, 2006, the shareholders elected Mr. Norbert Dentressangle as a
member of the Supervisory Board for a term of four years.
Supervisory Board members are selected on the basis of their acknowledged competence and experience, as well as
their ability to work together and become actively involved in the supervision of a Group like AXA.
The Board makes a special effort to assess the independence of each Supervisory Board member with respect to the
Management Board and the Company.
Acting on the recommendation of its Selection, Ethics, Governance and Human Resources Committee, the Supervisory
Board has assessed the independence of all of its members on the basis of the recommendations contained in the
Bouton Report on corporate governance in French publicly traded companies and, for the members of the Audit
Committee, on the basis of the criteria set forth in the Sarbanes-Oxley Act.
On December 31, 2006, ten out of the fourteen Supervisory Board members met the independence criteria based on the
recommendations of the Bouton Report: Dominique Reiniche, Leo Apotheker, Jacques de Chateauvieux, David Dautresme, Norbert Dentressangle, Anthony Hamilton, Henri Hottinguer, Henri Lachmann, Gérard Mestrallet and Ezra Suleiman.
In addition, the Supervisory Board has determined that all the members of the Audit Committee meet the independence
criteria set forth in the Sarbanes-Oxley Act.
169
Unless specified otherwise herein, the notion of director independence in this Item 6 and elsewhere in this Annual
Report is interpreted on the basis of the recommendations contained in the Bouton Report.
Composition of the Supervisory Board on December 31, 2006
Name (age) and (Office presently held) | Principal occupation (as of December 31, 2006) | Principal business address | First appointment / term of office | ||||
Claude Bébéar (71) (Chairman of the Supervisory Board) | Chairman of the Supervisory Board of AXA | AXA25, avenue Matignon75008 Paris | June 1988 / 2008 Annual GeneralMeeting | ||||
Jean-René Fourtou (67) (Vice-Chairman of the Supervisory Board) | Chairman of the Supervisory Board of Vivendi | Vivendi42, avenue de Friedland75008 Paris | April 1990 / 2007 Annual GeneralMeeting | ||||
Léo Apotheker (53)(a) (Member of the Supervisory Board) | President Customer Solutions & Operations, Member of the Executive Committee of SAP AG | SAP141, bd Haussmann75008 Paris | February 2005 /2007 Annual GeneralMeeting | ||||
David Dautresme (73)(a) (Member of the Supervisory Board) | Senior Advisor, Lazard Frères | Lazard Frères 121, bd Haussmann 75008 Paris | April 1990 / 2007 Annual GeneralMeeting | ||||
Norbert Dentressangle (52)(a)(b) (Member of the Supervisory Board) | Chairman and CEO of Financière Norbert Dentressangle | Groupe Norbert Dentressangle Beausemblant – BP 98 26241 Saint-Vallier-sur-Rhône Cedex | May 2006 / 2010 Annual GeneralMeeting | ||||
Jacques de Chateauvieux (56)(a) (Member of the Supervisory Board) | Chairman and CEO of BOURBON | BOURBON 33, rue du Louvre 75002 Paris | April 2005 / 2009 Annual GeneralMeeting | ||||
Anthony Hamilton (65)(a) (Member of the Supervisory Board) | Non-executive Chairman of AXA UK Plc (United Kingdom) and AXA Equity and Law (United Kingdom) | AXA UK PLC 5 Old Broad Street London EC2N 1AD UK | January 1996 /2009 Annual GeneralMeeting | ||||
Henri Hottinguer (72)(a) (Member of the Supervisory Board) | Chairman and CEO of Sofibus | Financière Hottinguer 43, rue Taitbout 75009 Paris | June 1988 / 2007 Annual GeneralMeeting | ||||
Henri Lachmann (68)(a) (Member of the Supervisory Board) | Chairman of the Supervisory Board of Schneider Electric | Schneider Electric 43-45, bd Franklin Roosevelt 92500 Rueil-Malmaison | May 1996 / 2009 Annual GeneralMeeting | ||||
Gérard Mestrallet (58)(a) (Member of the Supervisory Board) | Chairman and CEO of Suez | Suez16, rue de la Ville-l’Evêque75008 Paris | January 1997 /2007 Annual GeneralMeeting | ||||
Michel Pébereau (65) (Member of the Supervisory Board) | Chairman of the Board of Directors of BNP Paribas | BNP Paribas 3, rue d’Antin 75002 Paris | January 1997 /2009 Annual GeneralMeeting | ||||
Ms. Dominique Reiniche (51)(a) (Member of the Supervisory Board) | Chairman Europe of The Coca-Cola Company | The Coca-Cola Company, Groupe Europe 27, rue Camille Desmoulins 92784 Issy-les-Moulineaux Cedex 9 | April 2005 / 2009 Annual GeneralMeeting |
(a) Independent.
(b) Appointed by the shareholders on May 4, 2006.
170
Name (age) and (Office presently held) | Principal occupation (as of December 31, 2006) | Principal business address | First appointment / term of office | ||
Ezra Suleiman(65)(a)(Member of the Supervisory Board) | Professor of Politics and Chair of the Committee for European Studies, Princeton University (United States) | EPS/PIIRS Aaron Burr Hall Princeton University Princeton, N.J. 08544 United States | April 2003 / 2007 Annual GeneralMeeting | ||
Jacques Tabourot(61)(Member of the Supervisory Board,representing the employee shareholders) | Member of the Supervisory Board, representing the employee shareholders | AXA25, avenue Matignon75008 Paris | April 2004 / 2008 Annual GeneralMeeting |
In addition to the members reflected in the foregoing table:
– Mr. Jean-Martin Folz (60) was elected for a 4-year term at the Annual General Meeting of May 14, 2007, replacing
Mr. Henri Hottinguer, whose term had expired at the close of this meeting. Mr. Folz was Chairman of the PSA Peugeot
Citroën Group from October 1997 to February 2007. He is currently director of Saint-Gobain and Solvay (Belgium).
– Mr Giuseppe Mussari (44) was also elected for a 4-year term at the Annual General Meeting of May 14, 2007,
replacing Mr. David Dautresme whose term had expired at the close of this meeting. Mr. Mussari has been Chairman
of the Board of Banca Monte dei Paschi di Siena (BMPS) since April 29, 2006 and director of Sansedoni S.p.A (Italy),
Rosselli Foundation, Cotec foundation and Italy-China Foundation. He is also director and member of the Executive
Committee of Italian Banker’s Association and member of the Guidance Committee of Toscana Life Science,
Promoting Committee of Fondazione Symbola and General Council of the Clear Pacts Consortium. From July 2001
until April 2006, he was Chairman of the Monte dei Paschi di Siena Foundation.
Jean-René Fourtou, Léo Apotheker, Gérard Mestrallet and Ezra Suleiman were also re-elected for a 4-year term at the
Annual General Meeting of May 14, 2007.
171
Positions held by members of the Supervisory Board over the last 5 years
Name | First appointment | Term of office | 2006 | ||||||
Present principal occupation or employment | |||||||||
Claude Bébéar Chairman of the Supervisory Board of AXA | June 1988 | 2008 AGM | Chairman of the Supervisory Board: | ||||||
AXADirector or member of the Supervisory Board:AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, BNP Paribas and VivendiNon-voting member of the Board:Schneider Electric | |||||||||
Jean-René Fourtou Vice-Chairman of the Supervisory Board of AXA Chairman of the Supervisory Board of Vivendi | April 1990 | 2007 AGM | Vice-Chairman of the Supervisory Board: | ||||||
AXA | |||||||||
Chairman of the Supervisory Board:Vivendi and Groupe Canal+Director or member of the SupervisoryBoard:Sanofi-Aventis,Cap Gemini, AXA Millésimes (S.A.S.),Maroc Telecom (Morocco),NBC Universal Inc. (United States) andNestlé (Switzerland) | |||||||||
Léo Apotheker President Customer Solutions & Operations Member of the Executive Committee of SAP AG | February 2005 | 2007 AGM | President Customer Solutions & | ||||||
Operations, member of the Executive | |||||||||
Committee:SAP AGDirector or member of the SupervisoryBoard:AXA, SAP America Inc. (United States), SAP Global Marketing Inc. (United States), SAP Asia Pte. Ltd (Singapore), SAP JAPAN Co., Ltd (Japan), SAP FRANCE S.A., S.A.P. ITALIA Sistemi, applicazioni, prodotti in data processing S.p.A. (Italy), SAP Hellas “Systems Application and Data Processing S.A.” (Greece) and SAP (Beijing) Software System Co., Ltd (China) | |||||||||
David Dautresme Senior Advisor Lazard Frères | April 1990 | 2007 AGM | Senior Advisor:Lazard Frères | ||||||
Managing Partner:DD Finance Vice-Chairman of the Supervisory Board:Club Méditerranée Director or member of the Supervisory Board:AXA, Fimalac Non-voting member of the Board:EURAZEO |
172
2005 | 2004 | 2003 | 2002 | ||||
Chairman of the Supervisory Board: AXA Director: AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, BNP Paribas and Vivendi Universal Non-voting member of the Board: Schneider Electric | Chairman of the Supervisory Board: AXA Chairman and Chief Executive Officer: FINAXA Director: AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, BNP Paribas and Vivendi Universal Non-voting member of the Board:Schneider Electric | Chairman of the Supervisory Board: AXA Chairman and Chief Executive Officer: FINAXA Director: AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, BNP Paribas and Vivendi Universal | Chairman of the Supervisory Board: AXA Chairman and Chief Executive Officer: FINAXA Director: AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, Schneider Electric, BNP Paribas and Vivendi Universal | ||||
Vice-Chairman of the Supervisory Board: AXA Chairman of the Supervisory Board: Vivendi Universal and Groupe Canal+ Director or member of the Supervisory Board or member of the Management Committee: Maroc Telecom (Morocco), NBC Universal Inc. (United States), Sanofi-Aventis, Cap Gemini | Vice-Chairman of the Supervisory Board: AXA Chairman and Chief Executive Officer: Vivendi Universal Chairman of the Supervisory Board: Groupe Canal+ Director:Sanofi-Aventis and Cap Gemini | Vice-Chairman of the Supervisory Board: AXA Chairman and Chief Executive Officer: Vivendi Universal Chairman of the Supervisory Board: Groupe Canal+ Director:Aventis and Cap Gemini | Vice-Chairman of the Supervisory Board: AXA Chairman and Chief Executive Officer: Vivendi Universal Chairman of the Supervisory Board: Vivendi Environnement and Groupe Canal+ Vice-Chairman of the Management Board:AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance MutuelleChief Executive Officer:USI Entertainment Inc. (United States) Director:Aventis, Cap Gemini, EADS (The Netherlands), USA Interactive (United States) | ||||
President Customer Solutions & Operations, Member of the Executive Committee:SAP AG Directors: SAP America Inc. (United States), SAP Global Marketing Inc. (United States), SAP Asia Pte. Ltd (Singapore), SAP JAPAN Co., Ltd (Japan), SAP FRANCE S.A., S.A.P. ITALIA Sistemi, applicazioni, prodotti in data processing S.p.A. (Italy), SAP Hellas “Systems Application and Data Processing S.A.” (Greece), SAP (Beijing) Software System Co., Ltd (China), Ginger S.A. | Chairman, Global Field Operations: SAP Director: SAP America Inc. (United States), SAP Global Marketing Inc. (United States), SAP Asia Pte. Ltd (Singapore), SAP JAPAN Co., Ltd (Japan), SAP FRANCE S.A., S.A.P. ITALIA Sistemi, applicazioni, prodotti in data processing S.p.A. (Italy), SAP Hellas “Systems Application and Data Processing S.A.” (Greece), SAP (Beijing) Software System Co., Ltd (China), Enigma I nc. (United States) | Chairman, Global Field Operations: SAP Director: SAP FRANCE S.A., S.A.P. ITALIA Sistemi, applicazioni, prodotti in data processing S.p.A. (Italy), SAP Hellas Systems Application and Data Processing S.A. (Greece), SAP America Inc. (United States), SAP JAPAN Co., Ltd (Japan), SAP Manage Ltd (Israel), SAP Global Marketing Inc. (United States) | Chairman, Global Field Operations: SAP Director: SAP Systems Integration AG (Germany), SAP FRANCE S.A., SAP Finland Oy (Finland), SAP Svenska Aktiebolag (Sweden), S.A.P. ITALIA Sistemi, applicazioni, prodotti in data processing S.p.A. (Italy), SAP Hellas “Systems Application and Data Processing S.A.” (Greece), SAP America Inc. (United States), SAP JAPAN Co., Ltd (Japan), SAP Danmark A/S (Denmark), SAP Manage Ltd (Israel) | ||||
Senior Advisor:Lazard Frères Managing Partner:DD Finance Chairman of the Supervisory Board: Club Méditerranée Director:Casino, Fimalac Non-voting member of the Board: EURAZEO | Senior Advisor:Lazard Frères Managing Partner:DD Finance Chairman of the Supervisory Board: Club Méditerranée Director:Casino, Fimalac Non-voting member of the Board: Groupe Go Sport, Lazard Frères Banque, EURAZEO | Senior Advisor:Lazard Frères Managing Partner:DD Finance Chairman: Montech Expansion (United States) Director:Club Méditerranée, Casino, Rue Impériale, Fimalac Non-voting member of the Board: Groupe Go Sport, Lazard Frères Banque | Senior Advisor:Lazard Frères Chairman: Parande Développement (Groupe Euris) Director:Lazard Frères Banque, Club Méditerranée, Casino, Rue Impériale Non-voting member of the Board: Groupe Go Sport | ||||
173
Name Present principal occupation | First appointment | Term of office | 2006 | ||||
or employment | |||||||
Norbert Dentressangle Chairman and Chief Executive Officer of Financière Norbert Dentressangle | May 2006 | 2010 AGM | Chairman and Chief Executive Officer: | ||||
Financière Norbert Dentressangle | |||||||
Chairman of the Supervisory Board:Groupe Norbert Dentressangle Chairman:Financière de Cuzieu (S.A.S.) Chief Executive Officer:Sofade (S.A.S.) Director or member of the Supervisory Board:AXA, SEB, Sogebail, FINAIXAMPermanent Representative:Financière Norbert Dentressangle to the Board of Financière Egnatia | |||||||
Jacques de Chateauvieux Chairman and Chief Executive Officer of BOURBON | April 2005 | 2009 AGM | Chairman and Chief Executive Officer: | ||||
Groupe BOURBONChairman of the Board of Directors:SAPMER, Cbo Territoria, JACCAR S.A.S.Director or member of the Supervisory Board:AXA, VINDEMIA, INNODIS, SINOPACIFIC Shipbuilding Group | |||||||
Anthony Hamilton Chairman of AXA UK Plc (United Kingdom) | January 1996 | 2009 AGM | Non-executive Chairman: | ||||
AXA UK Plc (United Kingdom) and AXA Equity & Law (United Kingdom)Director or member of the Supervisory Board:AXA, AXA Financial Inc. (United States),Binley Limited (United Kingdom),Tawa UK Limited (United Kingdom),Club de Golf Valderrama (Spain),AXA Equitable Life Insurance Company(United States),MONY Life Insurance Company(United States),MONY Life Insurance Company ofAmerica (United States) |
174
2005 | 2004 | 2003 | 2002 | ||||
Chairman and Chief Executive Officer: Financière Norbert Dentressangle Chairman of the Supervisory Board: Groupe Norbert Dentressangle, FINAIXAM Chief Executive Officer:Sofade (S.A.S.) Director or member of the Supervisory Board: SEB, Sogebail, Emin-Leydier (S.A.S.), Siparex Croissance, Egnatia, Michaux Gestion S.A., Lafuma, Société Nouvelle d’Alimentation Philippe Potin - SNAPP Permanent Representative: Financière Norbert Dentressangle to the Board of Financière Egnatia and to the Board of Via Location | Chairman and Chief Executive Officer: Financière Norbert Dentressangle Chairman of the Supervisory Board: Groupe Norbert Dentressangle, FINAIXAM Chief Executive Officer:Sofade (S.A.S.) Director or member of the Supervisory Board: SEB, Sogebail, Emin-Leydier (S.A.S.), Siparex Croissance, Egnatia, Michaux Gestion S.A., Lafuma, Société Nouvelle d’Alimentation Philippe Potin - SNAPP Permanent Representative: Financière Norbert Dentressangle to the Board of Financière Egnatia and to the Board of Via Location | Chairman and Chief Executive Officer: Financière Norbert Dentressangle Chairman of the Supervisory Board: Groupe Norbert Dentressangle, FINAIXAM Chief Executive Officer:Sofade (S.A.S.) Director or member of the Supervisory Board: SEB, Sogebail, Emin-Leydier (S.A.S.), Siparex Croissance, Egnatia, Michaux Gestion S.A., Lafuma, Société Nouvelle d’Alimentation Philippe Potin - SNAPP Permanent Representative: Financière Norbert Dentressangle to the Board of Financière Egnatia and to the Board of Via Location | Chairman and Chief Executive Officer: Financière Norbert Dentressangle Chairman of the Supervisory Board: Groupe Norbert Dentressangle, FINAIXAM Chief Executive Officer:Sofade (S.A.S.) Director or member of the Supervisory Board: SEB, Sogebail, Emin-Leydier (S.A.S.), Siparex Croissance, Egnatia, Michaux Gestion S.A., Lafuma, Société Nouvelle d’Alimentation Philippe Potin - SNAPP Permanent Representative: Financière Norbert Dentressangle to the Board of Financière Egnatia and to the Board of Via Location | ||||
Chairman and Chief Executive Officer: Groupe BOURBON Chairman of the Board of Directors: Sapmer S.A., Cbo Territoria, JACCAR S.A.S. Director: Vindemia S.A.S., Happy World Foods, Ltd | Chairman and Chief Executive Officer: Groupe BOURBON Chairman:Sapmer S.A., JACCAR S.A.S., Vindemia S.A.S. Director: Happy World Foods, Ltd | Chairman and Chief Executive Officer: Groupe BOURBON Chairman:Vindemia S.A.S. Director:Sapmer, Happy World Foods, Ltd | Chairman and Chief Executive Officer: Groupe BOURBON Chairman:Vindemia S.A.S., Antenne Réunion Télévision Director:Sapmer, Happy World Foods, Ltd | ||||
Chairman non-executive: AXA UK Plc (United Kingdom) and AXA Equity & Law (United Kingdom) Director or member of the Supervisory Board: Pinault-Printemps-Redoute, Swiss Re Capital Markets Limited (United Kingdom), Binley Limited (United Kingdom), Tawa UK Limited (United Kingdom) | Chairman: AXA UK Plc (United Kingdom) Director or member of the Supervisory Board: Pinault-Printemps-Redoute, Swiss Re Capital Markets Limited (United Kingdom), Binley Limited (United Kingdom), Tawa UK Limited (United Kingdom) | Chairman: AXA UK Plc (United Kingdom) Chairman:Fox-Pitt, Kelton Group Limited (United Kingdom) Director or member of the Supervisory Board: Pinault-Printemps-Redoute, Swiss Re Capital Markets Limited (United Kingdom), Binley Limited (United Kingdom), CX Reinsurance (United Kingdom) | Chairman: AXA UK Plc (United Kingdom) Chairman:Fox-Pitt, Kelton Group Limited (United Kingdom), Fox-Pitt, Kelton Nominees Limited (United Kingdom) Director or member of the Supervisory Board: Pinault-Printemps-Redoute, Fox-Pitt, Kelton Limited (United Kingdom), Swiss Re Capital Markets Limited(United Kingdom),Binley Limited (United Kingdom) | ||||
175
Name Present principal occupation | First appointment | Term of office | 2006 | ||||
or employment | |||||||
Henri Hottinguer Chairman and Chief Executive Officer of Sofibus (Société Financière pour le Financement de Bureaux et d’Usines) | June 1988 | 2007 AGM | Chairman and Chief Executive Officer: | ||||
Sofibus | |||||||
Chairman of the Supervisory Board:Emba NV (The Netherlands)Chairman of the Board of Directors:Hottinger Bank & Trust Limited (Nassau, Bahamas) Chairman:Mofipar (S.A.S.) and Hottinger & Co. Bale (Switzerland) Vice-Chairman:Gaspee (Switzerland) Senior Chief Officer and Director:Financière HottinguerChief Officer of the Board of Directors:Hottinger Finanz & Treuhand (Switzerland)Director or member of the Supervisory Board:AXA, AXA France IARD, AXA France Vie, Intercom, Hottinger International Fund (Luxemburg) and Hottinger International Asset Management (Luxemburg)No n-voting member of the Board:Didot Bottin | |||||||
Henri Lachmann Chairman of the Supervisory Board of Schneider Electric | May 1996 | 2009 AGM | Chairman of the Supervisory Board: | ||||
Schneider ElectricChairman of the Board of Directors:Centre Chirurgical Marie LannelongueVice-Chairman and member ofthe Supervisory Board:VivendiDirector or member of the SupervisoryBoard:AXA,AXA Assurances IARD Mutuelle,AXA-ONA (Morocco),Groupe Norbert Dentressangle and ANSANon-voting member of the Board:Fimalac and Tajan | |||||||
Gérard Mestrallet Chairman and Chief Executive Officer of Suez | January 1997 | 2007 AGM | Chairman and Chief Executive Officer: | ||||
SuezChairman of the Board of Directors:Suez Energie Services, Suez Environnement, Suez-Tractebel (Belgium) and Electrabel (Belgium) Vice-Chairman:Hisusa (Spain) and Aguas de Barcelona (Spain)Director or member of the Supervisory Board:AXA, Saint-Gobain and Pargesa Holding S.A (Switzerland) |
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2005 | 2004 | 2003 | 2002 | ||||
Chairman and Chief Executive Officer: Sofibus Chief Executive Officer and Director: Financière Hottinguer Chairman of the Supervisory Board: Emba NV (The Netherlands) Chairman of the Board of Directors: Hottinger Bank & Trust Limited (Nassau, Bahamas) Chairman:Hottinger & Co., Bale (Switzerland) Vice-Chairman:Gaspee (Switzerland) Chief Officer of the Board of Directors: Hottinger Finanz & Treuhand (Switzerland) Director or member of the Supervisory Board:Intercom, Hottinger International Fund (Luxemburg), Hottinger International Asset Management (Luxemburg) Non-voting member of the Board: Didot Bottin | Chairman and Chief Executive Officer: Sofibus Chief Executive Officer and Director: Financière Hottinguer, Intercom, Profinor Chairman of the Supervisory Board: Emba NV (The Netherlands) Vice-Chairman:Gaspee (Switzerland) Chief Officer of the Board of Directors: Hottinger Finanz & Treuhand (Switzerland) Director or member of the Supervisory Board:FINAXA, Hottinger International Fund (Luxemburg), Hottinger International Asset Management (Luxemburg) Non-voting member of the Board: Didot Bottin | Chairman and Chief Executive Officer: Sofibus Chairman of the Supervisory Board: Crédit Suisse Hottinguer, Emba NV (The Netherlands) Chairman: Hottinguer Capital Corp. (US) Vice-Chairman:Gaspee (Switzerland) Managing Partner: Hottinguer & Cie (Zurich) Senior Chief Officer and Director: Financière Hottinguer, Intercom Director or member of the Supervisory Board:FINAXA, Hottinger International Fund (Luxemburg), Hottinger International Asset Management (Luxemburg), Swiss Helvetia Fund Inc., Hottinguer US, Inc. Non-voting member of the Board: Didot Bottin | Chairman and Chief Executive Officer: Sofibus Chairman of the Supervisory Board: Crédit Suisse Hottinguer, Emba NV (The Netherlands) Chairman: Hottinguer Capital Corp. (US) Vice-Chairman:Gaspee (Switzerland) Managing Partner: Hottinguer & Cie (Zurich) Senior Chief Officer and Director: Intercom Director or member of the Supervisory Board:FINAXA, Investissement Prov ence S.A., Hottinger International Fund (Luxemburg), Hottinger International Asset Management (Luxemburg), Swiss Helvetia Fund Inc., Hottinguer US, Inc. Non-voting member of the Board:Didot Bottin | ||||
Chairman and Chief Executive Officer: Schneider Electric Chairman of the Board of Directors: Centre Chirurgical Marie Lannelongue Director or member of the Supervisory Board: AXA Assurances Vie Mutuelle, AXA Assurances IARD Mutuelle, AXA Courtage Assurance Mutuelle, Vivendi Universal, Groupe Norbert Dentressangle Non-voting member of the Board:Fimalac | Chairman and Chief Executive Officer: Schneider Electric Director or member of the Supervisory Board: AXA Assurances Vie Mutuelle, AXA Assurances IARD Mutuelle, AXA Courtage Assurance Mutuelle, FINAXA, Vivendi Universal, Groupe Norbert Dentressangle Non-voting member of the Board: Fimalac | Chairman and Chief Executive Officer: Schneider Electric Vice-Chairman: AXA Assurances Vie Mutuelle, AXA Assurances IARD Mutuelle, AXA Courtage Assurance Mutuelle Director or member of the Supervisory Board: FINAXA, Vivendi Universal, Groupe Norbert Dentressangle Non-voting member of the Board: Fimalac | Chairman and Chief Executive Officer: Schneider Electric Director or member of the Supervisory Board: AXA Assurances Vie Mutuelle, AXA Assurances IARD Mutuelle, AXA Courtage Assurance Mutuelle, FINAXA, Vivendi Universal, Groupe Norbert Dentressangle | ||||
Chairman and Chief Executive Officer: Suez Chairman:Suez Environnement, Suez-Tractebel (Belgium), Electrabel (Belgium) Vice-Chairman:Hisusa (Spain), Sociedad General de Aguas de Barcelona (Spain) Director or member of the Supervisory Board: Compagnie de Saint-Gobain, Pargesa Holding S.A. (Switzerland) | Chairman and Chief Executive Officer: Suez Chairman:Suez Environnement, Suez-Tractebel (Belgium), Electrabel (Belgium) Vice-Chairman:Hisusa (Spain) Sociedad General de Aguas de Barcelona (Spain) Director or member of the Supervisory Board: Crédit Agricole S.A., Compagnie de Saint-Gobain, Taittinger, Pargesa Holding S.A. (Switzerland) | Chairman and Chief Executive Officer: Suez Chairman:Suez-Tractebel (Belgium), Hisusa (Spain) Vice-Chairman:Sociedad General de Aguas de Barcelona (Spain) Director or member of the Supervisory Board: Crédit Agricole S.A., Compagnie de Saint-Gobain, Taittinger, Pargesa Holding S.A. (Switzerland), Electrabel (Belgium) | Chairman and Chief Executive Officer: Suez Chairman: Société Générale de Belgique (Belgium), Tractebel (Belgium) Vice-Chairman:Hisusa (Spain), Sociedad General de Aguas de Barcelona (Spain) Director or member of the Supervisory Board: Crédit Agricole S.A., Compagnie de Saint-Gobain, Taittinger, Pargesa Holding S.A. (Switzerland) | ||||
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Name Present principal occupation | First appointment | Term of office | 2006 | |||
or employment | ||||||
Michel Pébereau Chairman of the Board of Directors of BNP Paribas | January 1997 | 2009 AGM | Chairman of the Board of Directors: | |||
BNP ParibasDirector or member of the Supervisory Board:AXA, Saint-Gobain, Total, Lafarge, Banque Marocaine pour le Commerce et l’Industrie (BMCI) and Pargesa Holding S.A. (Switzerland)Non-voting member of the Board:Galeries Lafayette | ||||||
Ms. Dominique Reiniche Chairman Europe of The Coca-Cola Company | April 2005 | 2009 AGM | Chairman Europe: | |||
The Coca-Cola CompanyMember of the Supervisory Board:AXAMember:Advisory Board of ING Direct and | ||||||
of the Executive Committee of the MEDEF | ||||||
Ezra Suleiman Professor of Politics and Chair of the Committee for European Studies, Princeton University (United States) | April 2003 | 2007 AGM | Professor of Politics and Chair of | |||
the Committee: | ||||||
Princeton University (United States)Director or member of the Supervisory Board:AXA, AXA Financial Inc. (United States), AXA Equitable Life Insurance Company (United States), MONY Life Insurance Company (United States), MONY Life Insurance Company of America (United States)Associate Professor:Institut d’Etudes Politiques (Paris)Member of the Management Committee:Institut Montaigne, Centre Américain, Institut d’Etudes Politiques (Paris)Member of the Editorial Committee:Rédaction de Comparative Politics, La Revue des Deux Mondes and Politique InternationaleMember:Council on Foreign Relations (New York), HEC International Advisory Board | ||||||
Jacques Tabourot Member of the Supervisory Board of AXA, representing the employee shareholders | April 2004 | 2008 AGM | Member of the Supervisory Board: | |||
AXA, representing the employee | ||||||
shareholders |
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2005 | 2004 | 2003 | 2002 | ||||
Chairman of the Board of Directors: BNP Paribas Director of member of the Supervisory Board: Saint-Gobain, Total, Lafarge, BNP Paribas UK (United Kingdom), Banque Marocaine pour le Commerce et l’Industrie (BMCI) Non-voting member of the Board: Galeries Lafayette | Chairman of the Board of Directors: BNP Paribas Director of member of the Supervisory Board: Saint-Gobain, Total, Lafarge, BNP Paribas UK (United Kingdom), Banque Marocaine pour le Commerce et l’Industrie (BMCI) Non-voting member of the Board: Galeries Lafayette | Chairman of the Board of Directors: BNP Paribas Director of member of the Supervisory Board: Saint-Gobain, Total, Lafarge, Dresdner Bank AG Francfort (Germany), BNP Paribas UK (United Kingdom) Non-voting member of the Board: Galeries Lafayette | Chairman and Chief Executive Officer: BNP Paribas Director or member of the Supervisory Board: Saint-Gobain, Total Fina Elf, Lafarge, Dresdner Bank AG (Germany), BNP Paribas UK (United Kingdom) Non-voting member of the Board: Galeries Lafayette | ||||
Chairman Europe: The Coca-Cola Company Director:Essilor Member:Advisory Board of ING Direct and of the Executive Committee of the MEDEF | Chairman: Coca-Cola Enterprise – Groupe Europe Member:Advisory Board of ING Direct | Chairman: Coca-Cola Enterprise – Groupe Europe | Chairman and Chief Executive Officer: Coca-Cola Enterprise Vice-Chairman: Coca-Cola Enterprise – Groupe Europe | ||||
Professor of Politics and Chair of the Committee: European Studies, Princeton University (United States) Associate Professor: Institut d’Etudes Politiques (Paris) Member of the Management Committee: Institut Montaigne, Centre Américain, Institut d’Etudes Politiques (Paris) Member of the Editorial Committee: Comparative Politics, La Revue des Deux Mondes, Politique Internationale Member: Council on Foreign Relations (New York), HEC International Advisory | |||||||
Member of the Supervisory Board: AXA, representing the employee shareholders | Member of the Supervisory Board: AXA, representing the employee shareholders | ||||||
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Service contracts between the AXA Group and members of the Supervisory Board
Mr. Jacques Tabourot, employee shareholder representative on the Supervisory Board, is currently party to an
employment contract with the GIE AXA as a “Cadre de réserve”.
Self-review
In addition to the ongoing dialogue between members concerning Supervisory Board operations, the Supervisory
Board has conducted, each year since 2002, an annual self-review. This process involves individual interviews and a
specially devised questionnaire.
Supervisory Board Committees
The Supervisory Board benefits from the work of the Audit Committee, Finance Committee, the Selection, Ethics,
Governance and Human Resources Committee as well as the Compensation Committee.
Each Committee issues opinions, proposals and recommendations and is empowered to undertake or commission
studies on subjects to be presented to the Supervisory Board. Each Committee may invite outside participants to
attend its meetings.
Committee Chairmen report on completed Committee work at the next scheduled Supervisory Board meeting.
The role, organization and operating procedures of each Committee are set forth in the Supervisory Board’s internal regulations.
Audit Committee
On December 31, 2006, the Audit Committee had four members having either finance or accounting expertise, all of
whom were determined by the Supervisory Board to be independent according to the criteria contained in the Bouton
Report and in the Sarbanes-Oxley Act. They were David Dautresme (Chairman), Anthony Hamilton, Henri Lachmann
and Ezra Suleiman.
On April 11, 2006, Jacques de Chateauvieux left this Committee. On May 14, 2007, David Dautresme left this
Committee when he left the Supervisory Board and was replaced by Jean-Martin Folz. Anthony Hamilton became
Chairman of the Audit Committee at that date.
The Audit Committee met eight times in 2006. The overall attendance rate was 71%.
Under the internal regulations of the Supervisory Board and the charter of the Audit Committee approved by the
Supervisory Board, the Committee’s missions are as follows:
– to review the Company’s interim and annual financial statements before they are presented to the Supervisory Board,
and examine certain financial disclosures released by the Company;
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– to control the appointment, compensation and replacement of, and oversee, the external auditors of the Group and,
where legally permissible, the auditors of its subsidiaries and review audit programs, findings and recommendations,
as well as any actions taken in light of these recommendations;
– to work with the Management Board and Group Internal Audit in order to review the Internal Audit Guidelines (for
subsidiaries) and the structure of internal audit operations;
– to assess the independence of statutory auditors by examining their relationships with the AXA Group in particular,
by examining all fees for audit services, audit related services and any other services;
– to supervise the subject and performance of outside audits when the assignment does not pertain to financial
statement audits (in particular support for the implementation of new accountings standards); and
– to review the appointment and replacement of statutory independent auditors for Group subsidiaries.
The Audit Committee may also on its own initiative or in response to requests from the Management Board or from the
Company’s statutory independent auditors:
– examine matters or events that expose the AXA Group to a significant risk;
– review the accounting rules in force at AXA, and review any proposed changes in method, policy or principle;
– review the program and objectives of AXA’s Internal Audit Department, as well as any findings or reports issued by
this Department or by outside audit firms. It may commission internal or external audits as needed and monitors the
execution of internal controls;
– notify Company management and, if it deems necessary, the shareholders, of any issue likely to have a material
impact on the Group’s net worth or financial condition; and
– consider any matter it deems necessary, and report the findings to the Supervisory Board.
Finance Committee
As of December 31, 2006, the Finance Committee was comprised of four members, one of whom met the
independence criteria set forth in the Bouton Report: Claude Bébéar (Chairman), Henri Lachmann, Michel Pébereau
and Jacques Tabourot.
The Committee met four times in 2006. The global attendance rate was 88%.
The Finance Committee:
- examines the Group’s financial structure and reviews the broad outlines governing AXA’s asset management policy;
- examines plans to sell real-estate or equity interests whose appraised value exceeds the authorizations granted to
the Management Board by the Supervisory Board;
- reviews all material financial transactions involving AXA that are proposed by the Management Board; and
- examines all acquisition plans over€500 million.
Selection, Ethics, Governance and Human Resources Committee
As of December 31, 2006, the Selection, Ethics, Governance and Human Resources Committee was comprised of four
members, two of whom met the independence criteria set forth in the Bouton Report: Jean-René Fourtou (Chairman),
Gérard Mestrallet, Michel Pébereau and Ezra Suleiman.
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The Committee met four times in 2006. The global attendance rate was 88%.
The Selection, Ethics, Governance and Human Resources Committee:
– formulates recommendations to the Supervisory Board on appointments to the Supervisory Board or the
Management Board, including their respective chairmen and vice-chairmen, as well as on all appointments to the
Supervisory Board’s special purpose committees, including their respective chairmen;
– also makes suggestions to the Supervisory Board regarding the succession plan of the Management Board
members, and is informed of the succession plans of the Group’s main managers;
– is notified of the appointments of AXA’s main executive officers, in particular members of the Executive Committee;
and
– is notified of AXA’s strategy in terms of Human Resources management.
Compensation Committee
As of December 31, 2006, the Compensation Committee had four independent members who qualify as independent
pursuant to the criteria set forth in the Bouton Report: Henri Hottinguer (Chairman), David Dautresme, Anthony
Hamilton and Gérard Mestrallet.
On February 27, 2006, Jean-René Fourtou left this Committee. On May 14, 2007, Henri Hottinguer and David Dautresme
left this Committee, when they left the Supervisory Board and were replaced by Jacques de Chateauvieux as Chairman
and Norbert Dentressangle.
The Committee met three times in 2006. The global attendance rate was 77%.
The Compensation Committee:
– makes recommendations to the Supervisory Board on compensation levels for Management Board members, on the
amount of directors’ fees to be submitted to a vote by the shareholders, and on proposed stock options grants to
members of the Management Board;
– examines the performance of the Management Board members and gives an account of its conclusions to the
Supervisory Board;
– issues an opinion on Management Board recommendations related to the policies and procedures governing
executive pay and the Company’s proposed stock option grants to employees; and
– is informed by the Management Board of compensation levels set by the boards of AXA Group subsidiaries.
Management Board
The Management Board is the Company’s collegial decision-making body.
The Management Board holds weekly meetings to discuss Group strategy and operations.
It operates in accordance with a set of Internal Regulations.
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Acting on the recommendation of its Selection, Ethics, Governance and Human Resources Committee, the Supervisory
Board appointed Mr. Alfred Bouckaert as member of the AXA Management Board on October 11, 2006.
The AXA Management Board currently has six members who will serve for a 3-year term expiring on October 11, 2009.
Each Management Board member has been assigned responsibility for a specific aspect of Company management.
Current members of the Management Board are:
– Henri de Castries (52), Chairman,
– Alfred Bouckaert (60), Chief Executive Officer for Northern, Central and Eastern Europe,
– Claude Brunet (49), in charge of Transversal Operations and Projects, Human Resources, Brand and Communication,
– Christopher Condron (59), President and CEO of AXA Financial, Inc. (United States),
– Denis Duverne (53), Chief Financial Officer,
– François Pierson (59), Chairman and CEO of AXA France, also responsible for Large Risks, Assistance and AXA Canada.
Members of the Management Board devote their time to the management of the Group and do not hold directorships
on outside Boards of other private companies with the exception of Mr. Condron who holds two such outside
directorships (Central Supply Corp. and KBW, Inc.).
Positions held by the Management Board members at Group subsidiaries
Member of the Management Board | Position within Group Subsidiaries | ||
Henri de Castries – Chairman | Chairman of the Management Board:AXA(a) | ||
Chairman of the Board of Directors: | |||
AXA Assurances IARD Mutuelle | |||
AXA Assurances Vie Mutuelle | |||
AXA Financial, Inc. (United States) | |||
Director or member of the Supervisory Board: | |||
AXA France IARD | |||
AXA France Vie | |||
AXA UK Plc (United Kingdom) | |||
AllianceBernstein Corporation (United States) | |||
AXA Equitable Life Insurance Company (United States) | |||
AXA Belgium (Belgium) | |||
AXA Holdings Belgium (Belgium) | |||
AXA America Holdings Inc. (United States) | |||
MONY Life Insurance Company (United States) | |||
MONY Life Insurance Company of America (United States) | |||
(a) Mandates subject to the accumulation rules (pursuant to the provisions of the French Company Code). |
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Member of the Management Board | Position within Group Subsidiaries | ||
Alfred Bouckaert | Member of the Management Board:AXA(a) | ||
Managing Director: | |||
AXA Holdings Belgium (Belgium) | |||
AXA Belgium (Belgium) | |||
Chairman of the Board of Directors: | |||
AXA Luxembourg (Luxemburg) | |||
AXA Assurances Luxembourg S.A. (Luxemburg) | |||
AXA Assurances Vie Luxembourg (Luxemburg) | |||
AXA Participations Belgium (Belgium) | |||
AXA Bank Belgium (Belgium) | |||
L’Ardenne Prévoyante (Belgium) | |||
Viaxis (Belgium) | |||
Chairman Managing Director: | |||
Royale Belge Investissements (Belgium) | |||
Director or member of the Supervisory Board: | |||
Servis (Belgium) | |||
Servis-Life (Belgium) | |||
Contere (Luxemburg) | |||
AXA Nederland BV (The Netherlands) | |||
AXA Verzekeringen (The Netherlands) | |||
AXA Konzern AG (Germany) | |||
AXA Bank AG (Germany) | |||
AXA ART Versicherung AG (Germany) | |||
Consuco (Belgium) | |||
De Waere (Belgium) | |||
Claude Brunet | Member of the Management Board:AXA(a) | ||
Chairman:AXA Technology Services (S.A.S.) | |||
Chairman of the Management Board:GIE AXA Université | |||
Director or member of the Supervisory Board: | |||
AXA Group Solutions | |||
GIE AXA Group Solutions | |||
AXA Japan Holding Co., Ltd (Japan) | |||
AXA Aurora Ibérica S.A. de Seguros y Reaseguros (Spain) | |||
AXA Aurora Vida S.A. de Seguros y Reaseguros (Spain) | |||
AXA Aurora S.A. (Spain) | |||
AXA Business Services (India) | |||
Permanent representative:of AXA to the board of AXA Cessions | |||
(a) Mandates subject to the accumulation rules (pursuant to the provisions of the French Company Code). |
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Member of the Management Board | Position within Group Subsidiaries | ||
Christopher Condron | Member of the Management Board:AXA(a) | ||
Director, “President” and Chief Executive Officer: | |||
AXA Financial, Inc. (United States) | |||
Director, Chairman of the Board, “President” and Chief Executive Officer: | |||
AXA Equitable Life Insurance Company (United States) | |||
AXA Financial Services, LLC (United States) | |||
MONY Life Insurance Company (United States) | |||
MONY Life Insurance Company of America (United States) | |||
MONY Financial Services, Inc. (United States) | |||
AXA Life and Annuity Company (United States) | |||
AXA Distribution Holding Corporation (United States) | |||
Chairman of the Board, President and Chief Executive Officer: | |||
MONY Holdings, LLC (United States) | |||
Director and President: | |||
AXA America Holdings Inc. (United States) | |||
Director, Chairman and President: | |||
ACMC, Inc. (United States) | |||
Director and Chairman: | |||
U.S. Financial Life Insurance Company (United States) | |||
Financial Marketing, Inc. (United States) | |||
Director: | |||
AllianceBernstein Corporation (United States) | |||
AXA Art Insurance Corporation | |||
Central Supply Corp.(b) | |||
American Council of Life Insurers (ACLI)(b) | |||
KBW, Inc. (United States)(b) | |||
Director and member: | |||
Financial Services Roundtable(b) | |||
Member of the Management Committee: | |||
AXA Technology Services | |||
Director and Treasurer: | |||
The American Ireland Fund (United States)(b) | |||
Denis Duverne | Member of the Management Board:AXA(a) | ||
Chairman and Chief Executive Officer:AXA America Holdings Inc. (United States) | |||
Director or member of the Supervisory Board: | |||
AXA France IARD | |||
AXA France Vie | |||
AXA UK Plc (United Kingdom) | |||
AXA Financial, Inc. (United States) | |||
AXA Equitable Life Insurance Company (United States) | |||
AllianceBernstein Corporation (United States) | |||
AXA Assicurazioni (Italy) | |||
AXA Italia S.p.A. (Italy) | |||
AXA Belgium (Belgium) | |||
AXA Holdings Belgium (Belgium) | |||
MONY Life Insurance Company (United States) | |||
MONY Life Insurance Company of America (United States) | |||
(a) Mandates subject to the accumulation rules (pursuant to the provisions of the French Company Code). | |||
(b) These companies / organizations are not affiliated with the AXA Group. |
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Member of the Management Board | Position within Group Subsidiaries | ||
François Pierson | Member of the Management Board:AXA(a) | ||
Chairman and Chief Executive Officer: | |||
AXA France IARD(a) | |||
AXA France Vie(a) | |||
Chairman: | |||
AXA France Assurance (S.A.S.) | |||
Chairman of the Board of Directors: | |||
AXA Corporate Solutions Assurance | |||
Vice-Chairman of the Board of Directors: | |||
AXA Canada Inc. (Canada) | |||
Director: | |||
AXA Assurances IARD Mutuelle | |||
AXA Assurances Vie Mutuelle | |||
AXA Japan Holdings Ltd (Japan) | |||
AXA-ONA (Morocco) | |||
Permanent Representative: | |||
of AXA France IARD to the Board of UCAR(a) | |||
(a) Mandates subject to the accumulation rules (pursuant to the provisions of the French Company Code). |
Expertise and experience of the Management Board members
Henri de Castries
1980 – 1984: French Finance Ministry Inspection Office where he audited government agencies.
1984 – 1989: French Treasury Department where he played an active role in several privatizations.
1989: Joined AXA’s corporate finance division.
1991: AXA’s Corporate Secretary, responsible for dealing with the legal reorganization and merger of Compagnie du
Midi with and into the AXA Group.
1993 – 2000: Senior Executive Vice President for the Group’s asset management, financial and real-estate businesses.
1994: Assumed the additional role of overseeing North American and UK operations.
1996: Played an active role in the UAP merger.
1997: Was appointed Chairman of the Equitable Companies (which later became AXA Financial).
Since May 2000: Chairman of the AXA Management Board.
Alfred Bouckaert
1972 – 1984: Various commercial and credit posts at Chase Manhattan Bank (“Chase”). Last position: Manager of
Commercial Banking for Belgium.
1984 - 1986: General Manager of Chase in Copenhagen.
1986 – 1989: General Manager and Country Manager of Chase in Belgium.
1989 – 1994: In charge of post-sale integration of Chase’s and Crédit Lyonnais’s Belgian Operations following the sale
of Chase Manhattan Bank to Crédit Lyonnais France.
1994 – 1999: Head of European Operations of the bank Crédit Lyonnais.
Since April 1999: Managing Director of AXA Royale Belge and regional manager for the Benelux.
Since April 2005: General Manager of the Region AXA Northern Europe.
Since October 2006: Member of the AXA Management Board, Chief Executive Officer for Northern, Central and
Eastern Europe.
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Claude Brunet
1988 – 2001: Ford.
1991 – 1992: Corporate Sales Manager of Ford Switzerland.
1992 – 1993: Corporate Sales Manager of Ford France.
1993 – 1996: Chairman and Chief Executive Officer of Ford Belgium.
1996 – 2001: Chairman and Chief Executive Officer of Ford France.
April 2001: Joined the AXA Group as a member of the Executive Committee.
Since February 2002: Member of the AXA Management Board, in charge of Transversal Operations, Human Resources,
Brand and Communication.
Christopher Condron
1989: Head of the Private Client Group of The Boston Company, now Mellon Private Asset Management.
1993: Executive Vice President of Mellon.
1994: Vice-Chairman of Mellon.
1995: Assumed responsibility for The Dreyfus Corporation as Chairman and Chief Executive Officer.
1998: President and Chief Operating Officer of Mellon Bank N.A.
1999 – 2001: President and Chief Operating Officer of Mellon Financial Corporation.
Since May 2001: President and CEO of AXA Financial Inc., Chairman of the Board, President (since May 2002) and
Chief Executive Officer of AXA Equitable Life Insurance Company.
Since July 2001: Member of the AXA Management Board.
Denis Duverne
1979 – 1984: The French Ministry of Finance, IT service of the General Taxes Department (“Direction Générale des
Impôts”).
1984 – 1986: Commercial counselor for the French Embassy in New York.
1986 – 1988: Director of the Corporate Taxes Department for the French Ministry of Finance.
1988 – 1991: Deputy Assistant Secretary for Tax Policy for the French Ministry of Finance.
1991 – 1992: General Secretary of Compagnie Financière IBI.
1992 – 1995: Member of the Executive Committee of Banque Colbert, in charge of operations.
1995: Joined the AXA Group. Responsible for supervision of AXA’s companies in the U.S. and the UK, and has been
closely involved in the reorganization process of AXA companies in Belgium and the United Kingdom.
Since February 2003: Member of the AXA Management Board and Chief Financial Officer.
François Pierson
1974: Joined AGP and became Sales Manager.
1990: General Manager of the South-East Region of AXA Assurances and Director of Distribution in that company.
1995: Deputy Chief Executive of AXA Assurances.
1997: Chief Executive Officer of UAP Vie and of Alpha Assurances.
1998: Chief Executive Officer of AXA Conseil.
1999: Chief Executive Officer of AXA Assurances.
Since November 2001: Member of the AXA Management Board, Chairman and Chief Executive Officer of AXA France,
responsible for Large Risks, Assistance and AXA Canada.
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Service contracts between the AXA Group and members of the Management Board
The French members of the AXA Management Board (Henri de Castries, Claude Brunet, Denis Duverne, François Pierson) are employed by AXA under an employment contract.
Christopher Condron and Alfred Bouckaert, also members of the Management Board, have employment contracts,
respectively, with AXA Equitable in the United States and AXA Belgium.
Absence of any conflicts of interests
The members of the Management Board do not currently hold any directorships or other positions with private
companies outside the AXA Group, with the exception of the outside directorships held by Mr. Condron as noted
above. Certain members of the Supervisory Board, however, are executive officers and/or directors of companies that
may have dealings from time to time with the AXA Group, and such dealings may include matters such as extensions
of credit, purchases of securities (for their own account or for third parties), underwriting of securities and/or furnishing
of other types of services or goods. These dealings (as well as any dealings between the Group and the outside
companies / organizations where Mr. Condron serves) are generally fully negotiated and effected on arm’s length terms
and conditions. Consequently, AXA does not believe these dealings give rise to any potential conflicts of interest
between the du ties to AXA of the Supervisory and Management Boards’ members and their private interests and/or
other duties.
To the best of the Company’s knowledge, there are no arrangements or understandings that have been entered into
with major shareholders, customers, suppliers or others pursuant to which a member of the Management Board or
Supervisory Board was selected. Notwithstanding the foregoing, in March 2007, AXA entered into bancassurance
partnership agreements with Banca Monte dei Paschi di Siena (BMPS), an Italian bank, which, among other things,
provide that the Supervisory Board shall nominate a representative of BMPS for election by the AXA shareholders.
Mr. Giuseppe Mussari was nominated for election in furtherance with these agreements and was elected to the
Company’s Supervisory Board at the Company’s General Shareholders Meeting on May 14.
Absence of any conviction in relation to fraudulent offences,
any official public incrimination and/or sanctions, or any responsibility
in a bankruptcy for the last 5 years
To the best of the Company’s knowledge, none of the members of its Management Board or Supervisory Board has
been, during the last 5 years (i) subject to any conviction in relation to fraudulent offences or to any official public
incrimination and/or sanction by statutory or regulatory authorities, (ii) disqualified by a court from acting as a member
of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of
the affairs of any issuer, or (iii) associated as a member of the administrative, management or supervisory bodies with
any company that has declared bankruptcy or been put into receivership or liquidation, provided, however, that AXA
has from time to time sold, discontinued and/or restructured certain business operations and voluntarily liquidated
affiliated companies in connection with these or similar transactions and certain members of AXA’s Management Board
and/or Supervisory Board may have been associated with other companies that have undertaken similar solvent
liquidations.
188
Executive Committee
The Executive Committee’s principal mission is to review and execute AXA Group’s strategy.
The Executive Committee’s composition reflects the structure of the AXA Group. It includes, principally, members of the
Management Board and the CEOs of the Group’s principal business units.
The Executive Committee conducts quarterly business reviews (QBR), during which performance is reviewed. These
reviews were introduced in 2000 to provide a clear and consistent framework for:
– reviewing operational performance and monitoring the progress of key projects using quantifiable standards of
measurement defined in collaboration with the Management Board;
– assessing the status of Group transversal projects; and
– exchanging ideas and information on key’s Group strategic orientations.
As of May 8, 2007, the Executive Committee was comprised of the following fourteen members, including eight non-
French nationals:
Jean-Raymond Abat | Chief Executive Officer of the Mediterranean region | ||
Alfred Bouckaert | Member of the Management Board, Chief Executive Officer for Northern, Central and Eastern Europe | ||
Claude Brunet | Member of the Management Board, in charge of Transversal Operations, Human Resources, Brand and Communications | ||
Henri de Castries | Chairman of the Management Board | ||
Christopher Condron | Member of the Management Board, President and Chief Executive Officer of AXA Financial, Inc. (United States) | ||
John R. Dacey(a) | Chief Executive Officer for the Japan Asia Pacific | ||
Denis Duverne | Member of the Management Board, Chief Financial Officer | ||
Philippe Egger(b) | Chief Executive of Insurance activities in Switzerland | ||
Frank Keuper(c) | Chief Executive Officer of AXA Konzern AG | ||
Gerald Lieberman | President and Chief Operating Officer of AllianceBernstein (United States) | ||
Nicolas Moreau(d) | Chief Executive Officer of AXA UK-Ireland and Chairman of the Board of Directors of AXA Investment Managers | ||
Andrew Penn(e) | Chief Executive Officer of AXA Asia Pacific Holdings | ||
François Pierson | Member of the Management Board, Chairman and Chief Executive Officer of AXA France, responsible for Large Risks, Assistance and AXA Canada | ||
Eugène Teysen(f) | Chief Executive of Insurance and Bank activities in Belgium | ||
(a) John R. Dacey has been appointed Chief Executive Officer for the Japan Asia-Pacific region since April 11, 2007. He has replaced Philippe Donnet. (b) Philippe Egger has been appointed Chief Executive of Insurance activities in Switzerland since January 1, 2007. (c) Frank Keuper has been appointed Chief Executive Officer of AXA Konzern AG since January 1, 2007. (d) Nicolas Moreau has been appointed Group Chief Executive of AXA UK. He has replaced Dennis Holt. Nicolas Moreau has become Non-Executive Chairman of the Board of AXA Investment Managers since June 30, 2006. (e) Andrew Penn has been appointed Chief Executive Officer of AXA Asia Pacific Holdings since October 1, 2006. He has replaced Les Owen. (f) Eugène Teysen has been appointed Chief Executive of Insurance and Bank activities in Belgium since January 1, 2007. |
189
Business units and subsidiaries
Business units
AXA has seven business units, whose CEOs report directly to the Management Board and its Chairman.
The table below lists these business units and their respective CEOs as of May 8, 2007:
Name | Business unit | ||
Jean-Raymond Abat | Mediterranean region | ||
Alfred Bouckaert | Northern, Central and Eastern Europe region | ||
Christopher Condron | United States | ||
John R. Dacey(a) | Asia-Pacific region and Japan | ||
Nicolas Moreau(b) | United Kingdom and Ireland | ||
Dominique Carrel-Billiard | AXA Investment Managers | ||
François Pierson | France / Canada / AXA Corporate Solutions / AXA Assistance | ||
(a) John R. Dacey has been appointed Chief Executive Officer for the Japan Asia-Pacific region since April 11, 2007. He has replaced Philippe Donnet. (b) Nicolas Moreau has been appointed Group Chief Executive of AXA UK. He has replaced Dennis Holt. Nicolas Moreau was also named Non-Executive Chairman of the Board of AXA Investment Managers on June 30, 2006. Dominique Carrel-Billiard, formerly Senior Vice-President in charge of Business Support & Development for asset management, the U.S. insurance activities and reinsurance activities of the AXA Group was named Chief Executive of AXA Investment Managers on June 30, 2006. |
Subsidiaries
AXA’s principal subsidiaries, whether publicly traded or not, are governed by:
– a board of directors whose membership includes independent or non-executive directors; and
– various board committees including a compensation committee and an audit committee, whose membership
includes independent or non-executive directors.
In 2005, AXA initiated a process designed to harmonize corporate governance standards throughout the Group. This
effort is focused, among other matters, on standardizing, to the extent practicable, standards relating to a number of
corporate governance matters including board composition and size, directors’ independence criteria, Board
Committees’ and their roles, and directors’ fees.
The Group Governance Standards require the Boards of AXA’s principal subsidiaries to establish an Audit Committee
and a Compensation Committee in addition to any other Board committees that they consider necessary or appropriate
for their specific businesses. The role, duties, and composition of these Committees (including the requirements for
participation of independent directors) are specified in a detailed Audit Committee Standard and Compensation
Committee Standard. The Audit Committee Standard requires the Audit Committee to have a significant component of
independent directors in order to ensure that this Committee is strongly independent of management given its critical
role in reviewing financial results and other financial information prepared by management, financial reporting and
control processes, critical accounting policies, particular accounting issues, fraud and similar issues. In addition, the
Group& #146;s Compensation Committee Standard requires that the Compensation Committee have a minimum of one
independent director to ensure a level of independent review and judgment on all senior executive compensation
matters.
This standard took effect January 1, 2006, with a 1-year transition period to provide Group companies with sufficient
time to implement any necessary changes.
190
Employees
The table below sets forth the number of salaried employees of the AXA Group over the past three years broken down
by line of business and geographic region:
SALARIED EMPLOYEES (Full time equivalent) | As of December 31, 2004 | As of December 31, 2005 | As of December 31, 2006 | |||||||
Insurance | 66,869 | 68,684 | 69,528 | |||||||
France(a) | 16,124 | 15,503 | 15,310 | |||||||
United States | 6,415 | 6,104 | 6,090 | |||||||
Japan | 3,020 | 3,028 | 3,011 | |||||||
United Kingdom(b) | 12,228 | 14,055 | 14,017 | |||||||
Germany | 7,483 | 7,302 | 7,360 | |||||||
Belgium (including AXA Bank Belgium)(c) | 4,814 | 4,787 | 4,606 | |||||||
Southern Europe | 4,649 | 4,565 | 4,430 | |||||||
Other countries | 6,526 | 7,624 | 8,757 | |||||||
Of which Australia/New Zealand | 2,210 | 2,274 | 2,530 | |||||||
Of which Hong Kong | 823 | 1,043 | 1,067 | |||||||
Of which Canada | 1,818 | 1,884 | 2,182 | |||||||
Of which The Netherlands | 700 | 639 | 657 | |||||||
Of which Turkey | – | 606 | 573 | |||||||
Of which Morocco | 511 | 504 | 504 | |||||||
Of which Luxemburg | 161 | 166 | 170 | |||||||
Of which Switzerland | 197 | 194 | 201 | |||||||
Of which Singapore | 106 | 314 | 347 | |||||||
Of which South-East Asia | – | – | 362 | |||||||
Of which Central and Eastern Europe | – | – | 164 | |||||||
International Insurance | 5,610 | 5,716 | 5,947 | |||||||
AXA RE | 445 | 463 | – | |||||||
AXA Corporate Solutions Assurance | 1,167 | 1,159 | 1,171 | |||||||
AXA Cessions | 110 | 130 | 122 | |||||||
AXA Assistance | 3,560 | 3,639 | 4,239 | |||||||
Other transnational activities | 328 | 325 | 415 | |||||||
Asset Management | 6,258 | 6,760 | 7,577 | |||||||
AllianceBernstein | 4,118 | 4,330 | 4,932 | |||||||
AXA Investment Managers | 2,140 | 2,430 | 2,645 | |||||||
Other Financial Services (excluding AXA Bank Belgium)(c) | 559 | 568 | 625 | |||||||
France | 481 | 488 | 547 | |||||||
Germany | 78 | 80 | 78 | |||||||
Services Group | 638 | 625 | 646 | |||||||
AXA Technology, AXA Consulting and e-business | 2,015 | 2,163 | 2,649 | |||||||
TOTAL AXA (excluding Winterthur) | 76,339 | 78,800 | 81,025 | |||||||
TOTAL WINTERTHUR | – | – | 14,984 | |||||||
TOTAL | 76,339 | 78,800 | 96,009 |
Personnel of non-consolidated companies or companies accounted for using the equity method are not included in the above table. Personnel of companies
proportionally consolidated are included pro-rata in accordance with the percentage of consolidation.
(a) A portion of the personnel of AXA’s French affiliates are included in GIEs. In addition, the personnel included in insurance and financial services activities
in France are included in the “cadre de convention” of four non-consolidated “mutuelles”.
(b) Including Ireland since January 1, 2004 and AXA Business Services in India.
(c) Employees of AXA Belgium provide services in common for both the insurance activities and the bank activities. Consequently, a split is not available.
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Executive compensation
Executive compensation and incentives
The general principles of AXA’s executive compensation policy have been regularly reviewed and approved by the
Compensation Committee of the AXA Supervisory Board. This policy applies to all executive officers of the Company
and is adapted to local regulations and practices under the supervision of the Boards of Directors and compensation
committees of the Company’s subsidiaries. The effective application of these principles is regularly reviewed by the
Compensation Committee.
Executive compensation includes a fixed and a variable component. The fixed component is targeted to fall within the
lower quartile of the market. The variable component is tied to AXA’s global performance, local performance, and the
attainment of the executive’s individual objectives, weighted to reflect his or her level of responsibility. The variable
portion is designed to represent the principal component of the executive’s annual global compensation such that, in
the case of successful attainment of the objectives, the compensation levels of AXA executives will be in the top two
quartiles of the going market rate.
The compensation of Management Board members is fixed by the Supervisory Board, based on the Compensation
Committee’s recommendation.
The fixed compensation of the Chairman of the Management Board (€500,000) has not changed since he was
appointed in May 2000.
The variable component of his pay is calculated on the basis of a predefined target amount (€2,500,000 in 2006) and
includes three components:
- Group performance, as measured by underlying earnings, P&C revenue and new business contribution in Life;
- AXA stock performance, measured in comparison to that of its competitors; and
- Individual performance, which is evaluated by the Compensation Committee on the basis of the specific objectives
set at the beginning of the year.
The amounts awarded to the Chairman of the Management Board as variable compensation demonstrate the genuine
variability of this pay component:
- Variable compensation for the year 2000 paid in 2001:€1,381,373
- Variable compensation for the year 2001 paid in 2002:€719,967
- Variable compensation for the year 2002 paid in 2003:€1,419,277
- Variable compensation for the year 2003 paid in 2004:€1,824,728
- Variable compensation for the year 2004 paid in 2005:€2,304,277
- Variable compensation for the year 2005 paid in 2006:€2,671,626
-Variable compensation for the year 2006 paid in 2007:€3,064,149
For other members of the Management Board, four factors are taken into consideration:
- Group performance (underlying earnings, P&C revenue and new business contribution in Life);
- AXA stock price performance compared with its competitors;
- Performance of the business unit or functional area of responsibility, measured against objectives set at the beginning
of the year; and
- Individual performance, evaluated on the basis of specific objectives.
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For the other members of the Executive Committee, the variable component of pay also depends on Group
performance, the performance of their business unit, and their individual performance.
When target variable compensation levels are set (pay for actual performance), the portion tied to Group performance
is greater for members of the Management Board than for other members of the Executive Committee (whose variable
compensation is generally linked to the results of their respective business units). Performance hurdles (floors and
ceilings) are set to ensure the genuine variability of compensation.
The table below provides the following information:
– gross compensation paid in respect of 2006 (e), i.e. the fixed component paid in 2006 (a), the variable component
earned in 2006 and paid in 2007 (including expatriation allowances paid in 2006) (b), any directors’ fees paid in 2006
(c) and benefits in kind for the year 2006 (d);
– gross compensation paid in 2006 (g), i.e. the fixed component paid in 2006 (a), the variable component earned in
respect of 2005 and paid in 2006 (including expatriation allowances paid in 2006) (f), any directors’ fees paid in 2006
(c) and benefits in kind for the year 2006 (d);
– and gross compensation paid in 2005, i.e. fixed compensation paid in 2005, the variable component earned in
respect of 2004 and paid in 2005 (including expatriation allowances paid in 2005), any directors’ fees paid in 2005
and benefits in kind for the year 2005.
This table also enables comparisons between compensation earned in respect of 2006 and that paid in 2005 and 2006.
Fixed component for 2006 (€) paid in 2006 | Variable component for 2006 (€) | Director’s fees paid in 2006 (€) | Benefits in kind 2006 (€) | Totalcompensationpaid inrespect of2006 (€) | Variablecomponentpaid in2006 (€) | Totalcompensationpaid in2006 (€) | Variablecomponentpaid in2005 (€) | Totalcompensationpaid in2005 (€) | |||||||||||
(a) | (b) | (c) | (d) | (e) = (a)+(b)+(c)+(d) | (f) | (g) = (a)+(f)+(c)+(d) | |||||||||||||
Management Board members | |||||||||||||||||||
H. de Castries (in France) | 500,000 | 3,064,149 | 189,883 | 4,150 | 3,758,182 | 2,671,626 | 3,365,659 | 2,304,277 | 2,935,237 | ||||||||||
A. Bouckaert (in Belgium)(1) | 600,000 | 848,374 | 134,873 | 2,033 | 1,585,280 | 667,823 | 1,404,729 | 475,584 | 1,103,252 | ||||||||||
C. Brunet (in France) | 340,000 | 910,342 | 70,000 | 4,150 | 1,324,492 | 954,859 | 1,369,009 | 854,486 | 1,226,607 | ||||||||||
D. Duverne (in France) | 400,000 | 1,396,802 | 47,260 | 4,150 | 1,848,212 | 1,219,548 | 1,670,958 | 1,000,552 | 1,436,524 | ||||||||||
C. Condron (in the US) | 796,000 | 3,661,600 | – | 217,358 | 4,674,958 | 3,502,400 | 4,515,758 | 3,633,575 | 4,572,851 | ||||||||||
F. Pierson (in France) | 400,000 | 1,255,621 | 39,982 | 17,076 | 1,712,679 | 1,339,621 | 1,796,679 | 1,144,339 | 1,597,868 | ||||||||||
Executive Committee members (On December 31, 2006) | |||||||||||||||||||
J.R. Abat (in Spain)(2) | 270,000 | 523,334 | 30,866 | 34,496 | 858,696 | 518,717 | 854,079 | 458,861 | 781,465 | ||||||||||
P. Donnet (in Singapore)(3) | 501,333 | 861,938 | 6,019 | 359,749 | 1,729,239 | 713,663 | 1,580,964 | 1,052,509 | 1,798,368 | ||||||||||
J. Lieberman (in the US) | 159,200 | 8,055,520 | – | 122,640 | 8,337,360 | 8,055,520 | 8,337,360 | 2,782,201 | 3,075,561 | ||||||||||
N. Moreau (in the UK)(4) | 380,050 | 1,453,029 | 50,000 | 121,974 | 2,005,053 | 1,375,151 | 1,927,175 | 1,066,266 | 1,489,597 | ||||||||||
Andrew Penn (in Australia)(5) | 429,316 | 420,000 | – | 26,251 | 875,567 | 401,029 | 856,596 | 266,987 | 694,669 | ||||||||||
Eugène Teysen (in Belgium)(6) | 357,722 | 458,800 | 26,246 | 34,257 | 877,025 | 179,156 | 597,381 | – | 140,680 | ||||||||||
TOTAL | 5,133,821 | 22,909,509 | 595,129 | 948,284 | 29,586,743 | 21,599,113 | 28,276,347 | 15,039,637 | 20,852,679 |
(1) A. Bouckaert was appointed as member of the Management Board on October 11, 2006.
(2) Compensation and benefits in kind paid to J.R. Abat include benefits paid in respect of his expatriate status in Spain.
(3) Compensation and benefits in kind paid to P. Donnet include benefits paid in respect of his expatriate status in Japan, then in Singapore from April 1, 2006.
(4) Compensation and benefits in kind paid to N. Moreau include benefits paid in respect of his expatriate status in the UK from July 1, 2006.
(5) A. Penn was appointed as member of the Executive Committee on October 1, 2006.
(6) E. Teysen joined AXA on August 16, 2005 and has been appointed as member of the Executive Committee on October 1, 2006. Compensation and
benefits in kind paid to E. Teysen include benefits paid in respect of his expatriate status in Germany until December 31, 2006.
193
Substantial differences in the tax systems to which AXA’s executive officers are subject make meaningful comparisons
of the compensation and benefits they earn difficult. For information, the relevant marginal tax rates are as follows:
Australia: 46.5% including an additional 1.5% for Medicare; Belgium: 53.50%; the United States (New York): 41.85%;
Spain: 45.00%; France: 51%, including an additional 11.00% for social taxes; the United Kingdom: 40.00%; Singapore:
20%.
Share ownership of members of the Management Board
Number of shares and number of units of mutual funds owned as of December 31, 2006 | ||||||||||
AXA Shares | AXA ADRs | Units of AXA mutual funds | ||||||||
Henri de Castries | 732,439 | – | – | |||||||
Alfred Bouckaert (Belgium) | – | – | 90,575.0000 | |||||||
Claude Brunet | 132,530 | – | 4.3915 | |||||||
Christopher Condron (United States) | – | 464,750 | – | |||||||
Denis Duverne | 351,118 | – | 606.9399 | |||||||
François Pierson | 31,444 | – | 15,705.2033 |
Share ownership of members of the Supervisory Board
Number of shares owned (excluding units | |||||||
of mutual funds and other mutual funds’ shareholding) | |||||||
owned as of December 31, 2006 | |||||||
AXA Shares | AXA ADRs | ||||||
Claude Bébéar | 2,628,209 | – | |||||
Jean-René Fourtou | 10,780 | 1,356 | |||||
Léo Apotheker(a) | 250 | – | |||||
David Dautresme | 35,056 | – | |||||
Norbert Dentressangle | 2,666 | – | |||||
Jacques de Chateauvieux | 2,170 | – | |||||
Anthony Hamilton | 4,436 | 7,103 | |||||
Henri Hottinguer | 142,459 | – | |||||
Henri Lachmann | 15,675 | – | |||||
Gérard Mestrallet | 2,825 | – | |||||
Michel Pébereau | 4,666 | – | |||||
Ms Dominique Reiniche | 100 | – | |||||
Ezra Suleiman | 3,225 | – | |||||
Jacques Tabourot | 85,188 | – |
(a) Purchase of 900 shares in January 2007.
Following the merger of FINAXA into AXA, the agreement between certain AXA shareholders (including Messrs Henri
de Castries, Claude Bébéar, Denis Duverne) designed to benefit from the wealth tax regime provided by the “Dutreil”
Act of August 1, 2003, was terminated.
194
Directors’ fees paid to Supervisory Board Members
The members of the Supervisory Board do not receive compensation from the Company with the exception of
directors’ fees they receive for attending meetings. The amount of directors’ fees paid to AXA’s Supervisory Board
members in the prior two years is indicated in the table below.
Directors fees paid in 2007 for 2006 | Directors fees paid in 2006 for 2005 | ||||||
(gross amounts, in euros) | (gross amounts, in euros) | ||||||
Current members of the Supervisory Board | |||||||
Claude Bébéar | 123,456.79 | 121,309.91 | |||||
Jean-René Fourtou | 110,136.74 | 118,927.31 | |||||
Leo Apotheker | 40,326.11 | 37,149.95 | |||||
David Dautresme | 127,601.71 | 117,510.17 | |||||
Norbert Dentressangle | 31,370.05 | n/a | |||||
Jacques de Chateauvieux | 47,957.26 | 44,374.19 | |||||
Anthony Hamilton | 66,446.15 | 57,975.29 | |||||
Henri Hottinguer | 66,186.13 | 65,864.26 | |||||
Henri Lachmann | 69,030.57 | 64,375.89 | |||||
Gérard Mestrallet | 50,021.64 | 59,463.66 | |||||
Michel Pébereau | 66,446.15 | 60,504.92 | |||||
Ms Dominique Reiniche | 42,008.35 | 30,351.73 | |||||
Ezra Suleiman | 93,728.39 | 81,789.24 | |||||
Jacques Tabourot | 65,283.95 | 64,375.89 | |||||
Former members of the Supervisory Board | |||||||
Thierry Breton | n/a | 9,959.62 | |||||
Jacques Calvet | n/a | 46,562.90 | |||||
Bruno Roger | n/a | 19,325.10 | |||||
TOTAL | 1,000,000.00 | 1,000,000.00 |
The amount of directors’ fees to be paid is determined by the shareholders, in accordance with the Company’s articles
of incorporation and bylaws, and apportioned by the Supervisory Board to its members for their Board and Committee
duties as follows:
– half of the amount of directors’ fees is distributed evenly among the members of the Supervisory Board as the fixed
component;
– a portion of the remainder is distributed among the members of the Supervisory Board in proportion to their actual
attendance at the meetings of the Supervisory Board; and
– the remainder is allocated by the Supervisory Board to the various specialized Committees and distributed among
their members in proportion to their actual attendance at Committee meetings.
Due to the importance of their role and the additional demands on their time, members of the Audit Committee receive
a higher proportion of directors’ fees.
Retirement and pre-retirement pension payments
The Chairman of the Supervisory Board (Mr. Claude Bébéar) received during 2006 a total amount of retirement pension
of€433,766.
The representative of the employee shareholders on the Supervisory Board (Mr. Jacques Tabourot) received during
2006 a total amount of€223,447 as a pre-retirement compensation.
195
Commitments made to corporate directors and officers Pension
The French members of the Management Board of AXA (Messrs Henri de Castries, François Pierson, Denis Duverne,
Claude Brunet), and the representative of the employee shareholders on the Supervisory Board (Mr. Jacques Tabourot)
participate, as all other executives of AXA Group companies in France, in a supplementary pension scheme pursuant
to article 39 of the Code Général des Impôts.
This scheme, which has existed from January 1, 1992, has been modified with effect from January 1, 2005.
The new scheme has been approved by the Supervisory Board on December 22, 2004, after having been presented
for advice to all work councils and central work councils during the last quarter of 2004.
Under this scheme, a supplementary pension is paid to executives who retire directly from the AXA Group, at 60 or
later, and who have a minimum length of service of 10 years, of which at least 5 years of services is at a minimum
defined executive level.
The amount of the supplementary pension is calculated at the time of retirement and is in addition to the total amount
of retirement pensions paid by the mandatory schemes (Social Security, ARRCO, AGIRC) and by any other retirement
scheme to which the beneficiary may have participated during his/her career, both within or outside the AXA Group.
The amount of the supplementary pension aims, for a minimum executive seniority of 20 years, at achieving a global
pension equivalent to:
– 40% of the average remuneration of the past 5 years preceding the retirement date, if this average is superior to
12 annual Social Security ceilings;
– 50% of the average remuneration of the past 5 years preceding the retirement date, if this average is inferior to
8 annual Social Security ceilings;
– 2.4 Social Security ceilings +20% of the average remuneration of the past 5 years preceding the retirement date, if
this average is between 8 and 12 annual Social Security ceilings.
Reduced rates apply for an executive seniority of less than 20 years. As an example, with 10 years executive seniority,
the supplementary pension allows to reach a global pension equivalent to 34% instead of 40%. This rate is reduced to
20% for an executive seniority of 5 years, and no supplementary pension is paid for an executive seniority of less than
5 years.
In case of departure from the Group before retirement, no supplementary pension is paid.
Mr. Christopher Condron, member of the Management Board and employee of AXA Equitable in the United States,
benefits from a contractual supplementary pension arrangement providing for a payment at the age of 65 of an annual
pension equivalent to 2% of his annual gross remuneration per year of service within the AXA Group.
The annual gross remuneration is defined as the average of the 36 highest monthly remunerations received during the
past 60 months preceding retirement.
196
Mr. Alfred Bouckaert, member of the Management Board, benefits from a contractual supplementary pension
arrangement with AXA Belgium providing for a capital at the age of 65 equivalent to N/40 x (25% T1 + 75% T2) x
12.2221, where:
N = number of years of service
T1 = annual SS ceiling (€44,112 in 2006)
T2 = part of the fixed salary exceeding T1
In case of retirement between 60 and 65, the 25% and 75% coefficients are reduced by 1.6% per year of anticipation.
The financing of this scheme is ensured by an employee contribution of 4% of fixed salary, and a contribution by AXA
Belgium in order to guarantee the capital due at age 65.
The total amount set aside or accrued by AXA S.A. and its subsidiaries to provide pension or retirement to the
aforementioned executives is, as at December 31, 2006,€33.8 million; this amount includes the actuarial reserve for
the annuity paid to Mr. Claude Bébéar.
Termination provisions
The French members of the Management Board of AXA (Messrs Henri de Castries, François Pierson, Denis Duverne,
Claude Brunet) benefit, as all other executives of AXA Group companies in France, from the regulations provided for
under the Agreement of March 3, 1993 signed by the Fédération Française des Sociétés d’Assurances (F.F.S.A.), the
Syndicat National des Cadres de Direction de l’Assurance (CFECGC) and the Syndicat du Personnel de Direction des
Sociétés d’Assurances et de Capitalisation (S.D.A.C.).
Mr. Christopher Condron, member of the Management Board and employee of AXA Equitable in the United States,
benefits from a contractual clause stating that in case of termination by the Company for any other reason than cause,
he would continue to receive, during a period of 2 years after his departure, a remuneration equivalent to his fixed salary
plus target annual bonus, i.e. currently $5 million. Payment of this remuneration would cease immediately, if he were to
resume a professional activity during the 2 year period.
Mr. Alfred Bouckaert, member of the Management Board, benefits from a contractual clause with AXA Belgium stating
that in case of termination by the Company for any other reason than cause, he would be given a 24 month notice
period. If the notice period is not served, he would receive an indemnity equivalent to 24 month remuneration,
calculated on the basis of his fixed salary and variable compensation received during the past 12 months preceding
the cancellation of the contract.
Stock options
For many years, AXA has promoted a stock option program, for its directors, officers and employees in France and
abroad, aimed at rewarding their performance and aligning their interests with those of the Group by linking them to
AXA’s stock performance over the long term.
197
Within the global cap approved by the shareholders, the Supervisory Board approves all stock option programs prior
to their implementation.
To date, AXA has opted to grant subscription options, with the exception of options granted by AXA Financial to certain
of its employees, which are purchase options on ADRs.
Stock options are valid for a period of ten years. They are granted at fair market value, with no discount, and generally
vest in thirds between 2 and 4 years following the grant date.
Annual grants are generally made during the first quarter of the year. In 2006, grants were made 20 trading days after
the date annual earnings were released, i.e. on March 31, 2006 and the strike price was determined based on the 20
trading days before the grant date.
In the United States, options may be granted during the year to newly-hired or newly-promoted employees or when the
performance measures that give rise to option grants are available after the first quarter of the year.
The pool of options allocated to each business unit is essentially determined on the basis of their contribution to Group
performance the previous year.
Individual option grants are determined on the basis of the following criteria:
- importance of the job | orole | |
- importance of the individual in the job | oretention | |
- importance of the individual in the future | opotential | |
- quality of the individual contribution | operformance |
Individual option grants are approved by the Management Board, with the exception of grants to members of the
Management Board which are approved by the Supervisory Board (acting on the recommendation of its Compensation
Committee).
In 2006, AXA stock option grants were as follows:
- 11,425,312 subscription options at an average price of€28.49 granted to 4,325 employees, representing 0.55 % of
the share capital;
- 7,868 purchase options on ADRs granted by AXA Financial at an average price of $34.23 to 7 beneficiaries in the
United States.
On December 31, 2006, 6,643 AXA employees outside the United States and 18,827 employees in the United States1
had been granted stock options.
77,037,416 AXA subscription options and 26,778,265 ADR purchase options, together representing 4.97 % of the
share capital, were outstanding on December 31, 2006.
(1) As a result of an AXA Financial all-employee stock option grant in 2001.
198
Stock options held by Management Board members and Executive Committee members
(options granted but not exercised on December 31, 2006)
BENEFICIARIES | AXA | AXA ADR(a) | |||||
Management Board members | |||||||
H. de Castries (Chairman) | 6,143,320 | 292,308 | |||||
A. Bouckaert (Belgium) | 955,982 | – | |||||
C. Brunet | 1,121,723 | – | |||||
C. Condron (United States) | 1,078,069 | 1,788,103 | |||||
D. Duverne | 2,010,065 | 99,932 | |||||
F. Pierson | 2,104,676 | – | |||||
Supervisory Board members | |||||||
C. Bébéar (Chairman) | 4,939,062 | 292,310 | |||||
J. Tabourot | 101,566 | – | |||||
Executive Committee members (On December 31, 2006) | |||||||
J.R. Abat (in Spain) | 571,692 | – | |||||
P. Donnet (in Singapore) | 509,143 | – | |||||
J. Lieberman (in the US)(b) | – | ||||||
N. Moreau (in the UK)(c) | 360,943 | – | |||||
A. Penn (in Australia)(d) | 61,248 | – | |||||
E. Teysen (in Belgium) | 98,298 | – |
(a) As part of AXA’s buyout of minority interests in AXA Financial, the outstanding options on AXA Financial ordinary shares were converted into AXA American Depository Shares (ADR) on January 2, 2001.
(b) Also owns 80,000 shares of stock in Alliance Capital.
(c) Also owns 7,562 stock options on AXA Investment Managers.
(d) Also owns 999,834 options on AXA Asia Pacific Holdings.
Stock options granted and/or exercised by Management Board
and Supervisory Board members in 2006
AXA STOCK OPTIONS | AXA ADRSTOCK OPTIONS | ||||||||||||||||||||
Options granted | Optionsexercised | Options granted | Optionsexercised | ||||||||||||||||||
Beneficiaries | Number | Expiry date | Price (euros) | Number(a) | Price (euros) | Number | Expiry date | Price (USD) | Number | Price (USD) | |||||||||||
Management Board members | |||||||||||||||||||||
H. de Castries (Chairman) | 571,913 | 31/03/2016 | 28.43 | 78,791 93,000 11,234 | 10.73 10.73 10.73 | – | – | – | – | – | |||||||||||
A. Bouckaert (Belgium) | 147,063 | 31/03/2016 | 28.43 | – | – | – | – | – | – | – | |||||||||||
C. Brunet | 196,085 | 31/03/2016 | 28.43 | 33,365 37,788 | 10.73 10.73 | – | – | – | – | – | |||||||||||
C. Condron (United States) | 592,713 | 31/03/2016 | 28.61 | – | – | – | – | – | 290,115 195,629 195,631 | 12.51 17.58 17.58 | |||||||||||
D. Duverne | 318,637 | 31/03/2016 | 28.43 | 38,417 45,610 45,000 35,000 5,000 | 10.73 10.73 11.00 11.00 11.00 | – | – | – | – | – | |||||||||||
F. Pierson | 318,637 | 31/03/2016 | 28.43 | 22,000 49,000 | 10.73 20.45 | – | – | – | – | – | |||||||||||
Supervisory Board members | |||||||||||||||||||||
C. Bébéar (Chairman) | n/a | n/a | n/a | 38,310 655,985 | 11.79 11.79 | n/a | n/a | n/a | – | – | |||||||||||
J. Tabourot | n/a | n/a | n/a | 18,489 53,000 13,685 | 11.79 11.79 10.73 | n/a | n/a | n/a | – | – |
(a) Underlined numbers indicate exercises of options where the AXA shares have been retained or donated by beneficiaries.
199
Stock options exercised by Claude Bébéar are options granted in 1997 and those exercised by Jacques Tabourot are
options granted in 1997 and 2003.
Performance units
Since 2004, stock options have partially been replaced by performance units.
From 2005, performance shares have replaced performance units in France. Performance shares are free shares
subject to performance conditions.
Performance units/shares aim to:
– Reward and retain top talents by linking the beneficiary compensation to the intrinsic performance of the AXA Group and their operational business units, as well as performance of the AXA share price on the medium term (2 to 4 years); and
– Reduce shareholder dilution by granting less share options.
Grant criteria for performance units/shares are similar to those used for stock options.
The principle of performance units/shares is as follows:
– Each beneficiary receives an initial grant of performance units/shares used to calculate the actual number of
units/shares that will be definitely acquired at the end of a 2-year acquisition period (3 years for the 2004 performance
unit plan), under the condition that the beneficiary is still employed by the AXA Group at that date.
– During each year of the acquisition period, half of the performance units/shares initially granted (one third for the 2004
performance unit plan) is subject to collective performance conditions measuring both the AXA Group performance
and the beneficiary’s operational business unit performance, based on pre-determined targets.
– The performance targets used for the 2004 and 2005 performance units/shares have been:
• for the business unit: underlying earnings and adjusted earnings; and
• for the AXA Group: underlying earnings and adjusted earnings per share.
– The performance targets in 2006 have been for both the AXA Group and the operational business unit:
• underlying earnings, P&C revenue and New Business Value in Life.
– The degree of achievement for each target determines the number of units/shares actually granted to the beneficiary,
which may vary between 0% and 130% of the units/shares at stake each year.
– At the end of the acquisition period, units/shares actually granted each year become definitely acquired, subject to
the beneficiary being still employed by the AXA Group.
As far as performance units are concerned:
– Each unit is valued based on the average opening price of the AXA S.A. share during the last 20 trading days of the
acquisition period.
– The total amount corresponding to the value of units that are definitely acquired, is paid to the beneficiary as cash
compensation.
– If the number of units definitely acquired is equal or larger than 1,000, the beneficiary only receives 70% of the value
in order to allow him/her to pay social contributions and income taxes calculated on 100% of that value. 30% of the
value is reinvested into AXA S.A. shares which are restricted from sale during a 2-year period, in order to develop
employees’ share ownership and align employees and shareholders’ interests.
As far as performance shares are concerned, shares that are definitively acquired at the end of the acquisition period
are restricted from sale during a 2-year period.
200
The amounts corresponding to performance units are charged to expenses each year under the variable accounting
method, but do not create any dilution for shareholders since no new shares are issued.
Performance shares represent less shareholder dilution than stock options, due to the smaller grant volume.
The first performance unit plan was launched on March 26, 2004 and 1,037,116 performance units have been initially
granted to 2,554 beneficiaries in and outside France.
A second performance unit plan was launched on March 29, 2005 and 938,880 performance units have been initially
granted to 1,707 beneficiaries outside France.
A third performance unit plan was launched on March 31, 2006 and 1,453,441 performance units have been initially
granted to 2,072 beneficiaries outside France.
The first performance share plan was launched on April 21, 2005, after approval having been obtained at AXA’s Annual
General Meeting of April 20, 2005. A total of 743,310 performance shares have been granted to 1,154 beneficiaries in France.
In addition, 770 employees in France have elected to renounce their performance units granted in 2004 and have been
granted an equivalent number of shares on April 21, 2005. In total, they received 250,306 performance shares and
143,630 restricted shares.
A second performance share plan was launched on March 31, 2006. A total of 892,958 performance shares have been
granted to 1,186 beneficiaries in France.
Performance Units/Shares Summary
Performance units
Initial grant | Units | Units | Units | Units | Balance as of | Acquisition | |||||||||||
Date | Units granted | actually granted | at stake as of 31/12/2006 | cancelled as of 31/12/2006 | acquired as of 31/12/2006 | 31/12/2006 | Date | Units acquired | |||||||||
26/03/2004 | 1,037,116 | 607,133 | 198,259 | 462,362 | 764 | 650,285 | 26/03/2007 | – | |||||||||
29/03/2005 | 938,880 | 525,489 | 450,113 | 39,300 | 547 | 965,608 | 29/03/2007 | – | |||||||||
31/03/2006 | 1,453,441 | – | 1,431,755 | 21,073 | 613 | 1,431,755 | 31/03/2008 | – |
N.B.: 1,924 Performance units have been acquired further to the decease of beneficiaries in 2005 and 2006.
Performance / Restricted shares
Initial grant | Shares | Shares | Shares | Shares | Balance as of | Acquisition | ||||||||
Date | Shares granted | actually granted | at stake as of 31/12/2006 | cancelled as of 31/12/2006 | acquired as of 31/12/2006 | 31/12/2006 | Date | Shares acquired | ||||||
21/04/2005 | 743,310 | 410,828 | 364,477 | 13,186 | 1,046 | 773,032 | 21/04/2007 | – | ||||||
21/04/2005 | 250,306(a) | 138,261 | 122,991 | 4,263 | 102 | 260,809 | 21/04/2007 | – | ||||||
21/04/2005 | 143,630(b) | 143,630 | – | 2,428 | 58 | 141,144 | 21/04/2007 | – | ||||||
31/03/2006 | 892,958 | – | 888,484 | 4,474 | – | 884,484 | 31/03/2008 | – |
(a) Performance shares granted as a replacement for 250,306 Performance Units 2004 cancelled.
(b) Restricted shares granted as a replacement for 143,630 Performance Units 2004 cancelled.
N.B.: 1,206 shares have been acquired further to the decease of beneficiaries in 2005 and 2006.
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Performance units/shares initially granted to the top 10 beneficiaries
(outside the Management Board) during 2006
Number initially granted | ||||
Performance units | 126,088 | |||
Performance shares | 61,623 |
Performance units/shares grants for the Management Board members are:
Performance Units Plan 2004
Initial grant | Units | Units | ||||||||||||
Date | Units granted | actually granted | at stake as of 31/12/2006 | |||||||||||
H. de Castries | 26/03/2004 | 61,276 | 23,489 | – | ||||||||||
A. Bouckaert | 26/03/2004 | 9,804 | 7,852 | 3,268 | ||||||||||
C. Brunet | 26/03/2004 | 16,851 | 6,460 | – | ||||||||||
C. Condron | 26/03/2004 | 75,902 | 57,161 | 25,302 | ||||||||||
D. Duverne | 26/03/2004 | 23,898 | 9,161 | – | ||||||||||
F. Pierson | 26/03/2004 | 27,574 | 10,887 | – |
Performance Units/Shares Plan 2005
Initialgrant | Shares / Units | Shares / Units | |||||||||||
Date | Shares / Units granted | actually granted | at stake as of 31/12/2006 | ||||||||||
H. de Castries | 21/04/2005 21/04/2005 21/04/2005 | 102,127 40,851(a) 23,489(b) | 57,192 22,878 23,489 | 51,063 20,426 – | |||||||||
A. Bouckaert | 29/03/2005 | 15,319 | 9,317 | 7,659 | |||||||||
C. Brunet | 21/04/2005 21/04/2005 21/04/2005 | 28,08511,234(a)6,460(b) | 15,729 6,292 6,460 | 14,042 5,617 – | |||||||||
C. Condron | 29/03/2005 | 97,071 | 54,024 | 48,536 | |||||||||
D. Duverne | 21/04/2005 21/04/2005 21/04/2005 | 42,89415,932(a)9,161(b) | 24,021 8,923 9,161 | 21,447 7,966 – | |||||||||
F. Pierson | 21/04/2005 21/04/2005 21/04/2005 | 45,957 18,383(a) 10,887(b) | 25,568 10,227 10,887 | 22,978 9,192 – |
(a) Performance shares granted as a replacement for Performance Units 2004 cancelled.
(b) Restricted shares granted as a replacement for Performance Units 2004 cancelled.
Performance Units/Shares Plan 2006
Initial grant | Shares / Units | Shares / Units | |||||||||||
Date | Shares / Units granted | actually granted | at stake as of 31/12/2006 | ||||||||||
H. de Castries | 31/03/2006 | 57,191 | – | 57,191 | |||||||||
A. Bouckaert | 31/03/2006 | 14,706 | – | 14,706 | |||||||||
C. Brunet | 31/03/2006 | 19,608 | – | 19,608 | |||||||||
C. Condron | 31/03/2006 | 59,271 | – | 59,271 | |||||||||
D. Duverne | 31/03/2006 | 31,864 | – | 31,864 | |||||||||
F. Pierson | 31/03/2006 | 31,864 | – | 31,864 |
202
Units | Units | Balance as of | Acquisition | |||||||||||||
cancelled as of 31/12/2006 | acquired as of 31/12/2006 | 31/12/2006 | Date | Units acquired | ||||||||||||
64,340 | – | – | – | – | ||||||||||||
– | – | 11,120 | 26/03/2007 | – | ||||||||||||
17,694 | – | – | – | – | ||||||||||||
– | – | 82,463 | 26/03/2007 | – | ||||||||||||
25,093 | – | – | – | – | ||||||||||||
29,270 | – | – | – | – |
Shares / Units | Shares / Units | Balance as of | Acquisition | |||||||||||
cancelled as of 31/12/2006 | acquired as of 31/12/2006 | 31/12/2006 | Date | Shares / Units acquired | ||||||||||
– – – | – – – | 108,255 43,304 23,489 | 21/04/2007 21/04/2007 21/04/2007 | – – – | ||||||||||
– | – | 16,976 | 29/03/2007 | – | ||||||||||
– – – | – – – | 29,771 11,909 6,460 | 21/04/2007 21/04/2007 21/04/2007 | – | ||||||||||
– | – | 102,560 | 29/03/2007 | – | ||||||||||
– – – | – – – | 45,468 16,889 9,161 | 21/04/2007 21/04/2007 21/04/2007 | – | ||||||||||
– – – | – – – | 48,546 19,419 10,887 | 21/04/2007 21/04/2007 21/04/2007 | – |
Shares / Units | Shares / Units | Balance as of | Acquisition | ||||||||||||
cancelled as of 31/12/2006 | acquired as of 31/12/2006 | 31/12/2006 | Date | Shares / Units acquired | |||||||||||
– | – | 57,191 | 31/03/2008 | – | |||||||||||
– | – | 14,706 | 31/03/2008 | – | |||||||||||
– | – | 19,608 | 31/03/2008 | – | |||||||||||
– | – | 59,271 | 31/03/2008 | – | |||||||||||
– | – | 31,864 | 31/03/2008 | – | |||||||||||
– | – | 31,864 | 31/03/2008 | – |
203
Statement on corporate governance as required by section 303A-11 of
the New York Stock Exchange’s Listed Company Manual
The following is a brief explanation of the principal ways in which AXA’s corporate governance practices differ from the
New York Stock Exchange corporate governance rules applicable to U.S. domestic companies listed on the NYSE.
Many of the corporate governance rules in the NYSE Listed Company Manual (the “NYSE Governance Rules”) do not
apply to AXA as a “foreign private issuer”. However, Rule 303A.11 requires foreign private issuers to describe significant
differences between their corporate governance standards and the corporate governance standards applicable to U.S.
companies listed on the NYSE. While management believes that AXA’s corporate governance practices are similar in
many respects to those of U.S. companies listed on the NYSE and provide investors with protections that are
comparable in many respects to those envisioned by the NYSE Governance Rules, there are certain important
differences described below.
AXA’s corporate governance principles and practices reflect applicable laws and regulations in France as well as those
in the United States, including applicable provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes”). The composition
and responsibilities of AXA’s Supervisory Board, the various Supervisory Board committees that have been established
and AXA’s Management Board are set forth earlier in this Item 6. In addition to complying with all applicable laws and
regulations concerning corporate governance, AXA’s governance principles and practices and its financial
communications also take into account various “best practices” that have developed in recent years in the French,
broader European, and U.S. markets. While these best practices are often not mandatory for AXA from a technical point
of view, management believes that many of them have become (or will develop into) de fact o market standards for large
international companies such as AXA as they provide shareholders and financial markets with an important measure of
transparency. Management also believes that these best practices help facilitate effective and transparent interaction
and dialogue between AXA’s Supervisory Board and Management Board.
AXA has a dual board structure, consisting of a Supervisory Board elected by the shareholders and a Management
Board appointed by the Supervisory Board. This dual governance structure provides a framework governing the
exercise of corporate power separating the powers of management (exercised by the Management Board) from those
of supervision (exercised by the Supervisory Board). Unlike the Board of Directors of a U.S. company which often
includes executive (i.e. “inside”) directors, under French law, AXA’s Supervisory Board may not include any members of
executive management or other employees subject only to a limited exception that permits shareholders to elect an
employee representative to the Supervisory Board under certain circumstances1. The Supervisory Board evaluates the
independence of its members using various criteria including, among others, the recommendations set forth in variou s
French reports on corporate governance published by the Association Française des Entreprises Privées (AFEP) and
the Mouvement des Entreprises de France (MEDEF) (i.e. the Bouton Report as well as the Vienot I and Vienot II reports),
as well as the standards set forth in the Sarbanes-Oxley Act for assessing independence of Audit Committee members.
We believe that these criteria for independence are generally consistent with those of the NYSE Governance Rules (i.e.
an independent director may have no material financial or other relationship with an issuer that would give rise to an
actual or perceived conflict of interest); however, the specific tests of “independence” differ on certain points.
(1) Under French law, in cases where the employees, as a group, collectively hold more than 3% of a company’s outstanding ordinary shares,
the company is required to present one or more “employee-representative” candidates for election to its Supervisory Board. This “employee-
representative” represents the interest of the employee shareholders. At their Annual Shareholders Meeting on April 21, 2004, AXA’s
shareholders elected one “employee-representative” to AXA’s Supervisory Board in accordance with the requirements of French law.
204
Under French law, the committees of the Supervisory Board are advisory in nature and have no independent or
delegated decision making authority. This is different than in a U.S. company listed on the NYSE where, for
example, the NYSE Governance Rules require that certain Board committees (e.g. nominating or audit committees)
be vested with decision-making powers on certain matters. Under French law, ultimate decision making authority
rests with the Supervisory Board and board committees are charged with examining matters within the scope of
their charter and making recommendations on these matters to the Supervisory Board. In addition, under French
law the decision as to appointment of a company’s outside auditors belongs to the company’s shareholders and
must be made by the shareholders at their annual general meeting upon recommendation of the Supervisory Board.
This is different than in the case of a U.S. comp any listed on the NYSE where the NYSE Governance Rules require
this decision to be made by the Audit Committee of the Board. In light of the NYSE Governance Rules and the
requirements of Sarbanes, however, AXA’s Supervisory Board has approved an Audit Committee
Charter providing that the Audit Committee is responsible, to the extent permitted by French law, for the
appointment, compensation, retention and oversight of AXA’s outside auditors and for making all recommendations
to the Supervisory Board with respect to these matters. Finally, unlike U.S. listed companies which are required to
have only a single outside auditor, French law requires French listed companies, like AXA, to have two statutory
auditors. In this respect, the requirements and spirit of French law are consistent with the overriding goal of the
NYSE Governance Rules (i.e. the audit of a listed company’s accounts must be conducted by auditors independent
from company management).
With respect to approval of employee benefit plans, the NYSE Governance Rules require shareholder approval of all
equity compensation plans and material revisions to such plans. The definition of “equity compensation plans”
covers plans that provide for the grant to employees or directors of either newly issued securities or treasury
securities. Under French law, AXA’s shareholders must approve the aggregate number of ordinary shares that may
be issued by AXA in connection with any stock option or similar equity based compensation plan that involves
issuance of new shares by AXA. This shareholder approval is required regardless of whether the plan is for top
management only or for employees generally. Under French law, however, shareholders are not required to approve
all specific terms of such plans or amendments to them. In addition to this specific requirement for stock option and
similar equity based com pensation plans, French law requires AXA’s shareholders to approve other increases of
share capital in general.
With respect to related party transactions, French law requires the Supervisory Board to approve a broadly-defined
range of transactions that could potentially create conflicts of interest between AXA, on the one hand, and its
directors and officers, on the other hand. While the precise scope of this requirement and its application may differ
from those applicable to U.S. companies listed on the NYSE, this requirement is generally consistent with various
provisions in the NYSE Governance Rules that require disclosure and/or approval of various types of related party
transactions.
Finally, as a “foreign private issuer,” AXA is exempt from rules under the U.S. Securities Exchange Act of 1934 (the
“Exchange Act”) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of
the Exchange Act. In addition, AXA’s officers, directors and principal shareholders are exempt from the reporting and
“short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with
respect to their purchases and sales of AXA ordinary shares and ADRs. Moreover, AXA is not required to file periodic
reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are
205
registered under the Exchange Act, nor is it required to comply with Regulation FD, which restricts the selective
disclosure of material information. Accordingly, there may be less information concerning AXA publicly available than
there is for U.S. listed companies. In addition, as AXA is a “foreign private issuer”, AXA’s Chief Executive Officer and
Chief Financial Officer issue the certifications required by Sections 302 and 906 of Sarbanes on an annual
basis (with the filing of AXA’s Annual Report on U.S. Form 20-F) rather than on a quarterly basis as would be the case
of a U.S. domestic company filing quarterly reports on Form 10-Q.
For additional risks related to our operations, please see Item 3 – “Key informations – Risk factors – Other risks relating
to our operation” of this Annual Report.
For more information regarding AXA’s corporate governance, you may also consult Items 7, 9 and 10 of this Annual
Report.
206
Item 7: Major Shareholders and
Related Party Transactions
CAPITAL OWNERSHIP
To the best of the Company’s knowledge, the table below summarizes the ownership of its outstanding ordinary shares
and voting power as of February 28, 2007:
Number of shares | Capital ownership | Voting power(a) | ||||||||
Mutuelles AXA (directly and indirectly)(c) | 298,481,986 | 14.26% | 20.66% | |||||||
Self held shares (shares held directly by the Company) | 3,359,464 | 0.16% | [0.14%](b) | |||||||
Shares held by Company subsidiaries (directly and indirectly) | 22,962,469 | 1.10% | [0.98%](b) | |||||||
Employees and agents | 103,372,127 | 4.94% | 6.30% | |||||||
General public | 1,665,368,335 | 79.54% | 71.92% | |||||||
TOTAL | 2,093,544,381 | 100% | 100% |
(a) Following the implementation of the Transparency Directive into French law, 223-11 article of the “Règlement Général de l’AMF” – approved by the
decree of 18 September 2006 – provides that voting power is calculated on the basis of all the shares to which the votes are attached, notwithstanding
the fact that they may be deprived of voting power by law or otherwise (for example, self held shares and shares held by company subsidiaries not
entitled to vote under French law).
(b) Self held shares and shares held by Company subsidiaries may become entitled to vote upon transfer to unaffiliated third-parties.
(c) The Mutuelles AXA refer to AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle and their respective subsidiairies.
Source: Euronext Notice as of March 2, 2007.
To the best of the Company’s knowledge, except as set forth in the table above, no other shareholder held more than
5% of the Company’s outstanding ordinary shares as of February 28, 2007 except for BNP Paribas which held 5.78% of
AXA’s outstanding ordinary shares at that date representing 5.20% of the total voting power.1
The Company has decided to disclose any ownership in excess of 2% of its outstanding ordinary shares known to it.
To the best of the Company’s knowledge, none of its shareholders owned more than 2% of AXA’s outstanding ordinary
shares as of February 28, 2007.
Of the 2,093,544,381 outstanding ordinary shares as of February 28, 2007, 257,724,368 shares entitled their holders to
double voting rights as of that date.
To the best of the Company’s knowledge, subsidiaries of the Company do not hold any AXA ordinary shares that are
pledged. In addition, to the best of the Company’s knowledge, based on information available to it, as of February 28,
2007, a very small number of individual registered shareholders hold AXA shares that are pledged.
(1) Voting power calculated based on AXA shares with exercisable voting rights.
207
Significant changes in capital ownership
Significant changes in ownership of the Company’s share capital between December 31, 2004 and December 31, 2006
are set forth in the table below.
As of December 31, 2006(a) | |||||||||||||
Number of shares | Capital ownership (%) | Number of votes | Voting power (%) | ||||||||||
Mutuelles AXA | 298,481,986 | 14.26% | 485,761,485 | 20.66% | |||||||||
of which: – Mutuelles AXA | n/a | n/a | n/a | n/a | |||||||||
– FINAXA | n/a | n/a | n/a | n/a | |||||||||
Self-held shares | 2,554,613 | 0.12% | [2,554,613](b) | [0.11%](b) | |||||||||
Shares held by subsidiaries | 23,950,970 | 1.14% | [23,950,970](b) | [1.02%](b) | |||||||||
Employees and agents | 105,004,498 | 5.02% | 151,907,600 | 6.46% | |||||||||
General public | 1,662,896,247 | 79.46% | 1,688,076,715 | 71.76% | |||||||||
TOTAL | 2,092,888,314 | 100% | 2,352,251,383 | 100% |
(a) Following the implementation of the Transparency Directive into French law, the 223-11 article of the “Règlement Général de l’AMF” – approved by
the 18 September 2006 decree – provides that the voting power is calculated on the basis of all the shares to which the votes are attached,
notwithstanding the fact that they may be deprived of voting power by law or otherwise (for example, self-held shares are deprived of voting power
under French law).
(b) Voting power will be valid again once the shares to which they are attached stop being self-held or owned by subsidiaries.
Prior to the merger of FINAXA into AXA on December 16, 2005, Mutuelles AXA, as a group, held, directly and indirectly
(including through FINAXA), 20.34% of AXA’s share capital and 32.35% of its voting rights.
For information regarding the share ownership of the members of the Management Board and Supervisory Board,
please see Item 6 “Directors, Senior Management and Employees” of this Annual Report.
Fully diluted capital as of February 28, 2007
The following table indicates the Company’s fully diluted share capital, assuming that the maximum number of new
shares is issued following the exercise of all outstanding stock options, warrants and the free allotment of shares.
Outstanding number | Fully diluted capital | ||||||
Ordinary shares issued on February 28, 2007(a) | 2,093,544,381 | 2,093,544,381 | |||||
Stock options | 76,362,751 | 76,362,751 | |||||
Freely allotted shares | 2,058,667 | 2,058,667 | |||||
Stock subscription warrants related to the Shareplan program in Germany | 3,040,327 | 3,048,475 | |||||
Maximum total number of shares | – | 2,175,014,274 |
(a) Source: Euronext Notice as of March 2nd, 2007.
On January 11, 2007, the meetings of holders of AXA’s 2014 and 2017 convertible bonds were held to vote on an
amendment of the final conversion dates of the bonds to January 26, 2007, in exchange for a cash payment in respect
of the value of the conversion option.
The meeting of holders of the 2014 convertible bonds approved the amendment. As a result, the bondholders who did
not convert their bonds by January 26, 2007, received€16.23 per bond on January 31, 2007. The 2014 convertible
bonds are not convertible anymore since January 26, 2007.
208
As of December 31, 2005 | As of December 31, 2004 | |||||||||||||||||||||||
Number of shares | Capital ownership (%) | Number of votes | Voting power (%) | Number of shares | Capital ownership (%) | Number of votes | Voting power (%) | |||||||||||||||||
267,711,761 | 14.30% | 498,858,517 | 23.19% | 388,297,657 | 20.34% | 746,960,225 | 32.35% | |||||||||||||||||
n/a | n/a | n/a | n/a | 51,959,561 | 2.72% | 100,862,677 | 4.37% | |||||||||||||||||
n/a | n/a | n/a | n/a | 336,338,096 | 17.62% | 646,097,548 | 27.98% | |||||||||||||||||
653,857 | 0.03% | – | – | – | – | – | – | |||||||||||||||||
32,007,788 | 1.71% | – | – | 21,317,674 | 1.12% | – | – | |||||||||||||||||
105,672,937 | 5.65% | 152,473,475 | 7.09% | 98,332,067 | 5.15% | 144,069,477 | 6.24% | |||||||||||||||||
1,465,558,661 | 78.31% | 1,499,634,200 | 69.72% | 1,400,496,772 | 73.38% | 1,418,013,499 | 61.41% | |||||||||||||||||
1,871,605,004 | 100% | 2,150,966,192 | 100% | 1,908,444,170 | 100% | 2,309,043,201 | 100% |
The meeting of holders of the 2017 convertible bonds did not approve the amendment. To fully neutralize the dilutive
impact of the 2017 convertible bonds AXA purchased from a banking counterparty, for a total cash amount
equivalent to the payment proposed to bondholders, call options on the AXA share with an automatic exercise
feature. This feature is such that one option is automatically exercised upon each conversion of a convertible bond.
Consequently, each issuance of a new share resulting from the conversion of the bond will be offset by the delivery
by the bank to AXA (and subsequent cancellation) of an AXA share. The issuance of a share in respect to the
conversion of the bond and the cancellation by AXA of the AXA share received will offset each other. As a result of
this transaction, there will no longer be a change to the outstanding number of AXA shares created by the convertible
bond conversion.
As of December 31, 2006, to the best of the Company’s knowledge based on the information available to it, the
Company had approximately:
– 9,898 total registered holders of its ordinary shares (i.e. holding in nominative form); and
– 83,666,378 ADSs outstanding, representing approximately 5% of the outstanding ordinary shares, held by registered
holders.
Substantially all of the AXA ADSs were held by U.S. residents. As of December 31, 2006, to the best of the Company’s
knowledge based on the information available to it, approximately 14% of the Company’s total outstanding ordinary
shares were held by U.S. residents (including the ordinary shares held in the ADR program).
To the best of the Company’s knowledge based on the information available to it, there are no existing arrangements
that may, at a future date result in a change of control of the Company.
209
Related party transactions
For information relating to related party transactions (other than information related to employee shareholding which is
set forth below), please see Item 18 – note 27 “Related Party Transactions” of this Annual Report.
For information concerning certain relationships and related party transactions involving AllianceBernstein, see Item 13
of AllianceBernstein’s Form 10-K for the year ended December 31, 2006 on file with the SEC (SEC file no. 001-09818).
Agreement with BNP Paribas
On December 15, 2005, and after authorization on June 29, 2005, by the AXA Supervisory Board, the AXA Group (AXA
and its subsidiaries) and the BNP Paribas Group entered into an agreement that replaces the one in force since
September 12, 2001 (and amended on October 26, 2004).
The new agreement maintains the existing provisions in terms of minimal and stable cross-shareholdings. The AXA
Group undertakes initially to hold at least 43,412,598 shares of BNP Paribas stock; the BNP Paribas Group undertakes
initially to hold at least 61,587,465 shares of AXA stock. These amounts will be adjusted thereafter to reflect the impact
of capital transactions, including, but not limited to: free allotments of stock or share tenders involving the same
company (stock splits, business re-combinations, etc.), capital increases involving either BNP Paribas or AXA, and also
provides for a reciprocal repurchase option in the event of a hostile takeover attempt on either AXA or BNP Paribas.
In force for a period of five years as of the date of signature, this agreement is renewable automatically for an initial
period of two years and for successive periods of one year thereafter, unless one of the two parties decides to terminate
beforehand, in which case it is required to give three months notice prior to the next renewal date.
The agreement was made public by the AMF (Autorité des Marchés Financiers)on December 21, 2005.
Agreement with Schneider
On May 15, 2006, and after authorization on December 21, 2005 by the AXA Supervisory Board, the AXA Group (the
AXA Mutuelles, AXA and its subsidiaries) and the Schneider Group entered into an agreement that provides for the
maintenance of minimal cross-shareholdings. Under the terms of this agreement, the AXA Group undertakes to hold at
least 2,583,300 shares of Schneider stock and the Schneider Group undertakes to hold at least 8,816,681 shares of
AXA stock. The number of shares held under this cross-shareholding agreement will be adjusted as needed to reflect
the impact of capital transactions, including, but not limited to, free allotments of stock or share tenders involving the
same company (stock splits, business re-combinations, etc.). In addition, the parties have consented to a reciprocal
repurchase option in the event of a hostile takeover attempt on either AXA or Schneider.
In force for a period of one year as of the date of signature, this agreement is renewable automatically for successive
periods of one year thereafter, unless one of the two parties decides to terminate beforehand, in which case it is
required to give three months notice prior to the next renewal date.
The agreement was made public by the AMF on May 31, 2006.
210
Employee shareholders
The AXA Group offers its employees an opportunity to become shareholders through a special equity issue reserved
exclusively for them.
By virtue of the authorization granted by the shareholders at the Annual General Meeting of April 20, 2005, the
Management Board increased share capital, as provided for by the French Ordonnance of October 21, 1986, through
the issue of shares to AXA Group employees under the Shareplan 2006 program. The shareholders waived their
preferential subscription rights so that this offering could be made to employees.
In the countries that met the legal and tax requirements, two investment options were offered in 2006:
- the traditional plan, available in 31 countries,
- the investment leverage plan, offered in 32 countries.
New mutual funds with direct voting rights have been created to allow beneficiaries to directly exercise their voting
rights.
The Shareplan 2006 program was carried out through a share issue that took place in November 2006 and was open
to all Group employees through voluntary contributions.
More than 30,000 employees in 32 countries took part in Shareplan 2006 offering, and participating employees
invested a total of€375.5 million (up 23.4% compared with the€304.3 million invested in December 2005), as follows:
- €51.8 million in the traditional plan (versus€33.7 million in December 2005);
- €323.7 million in the investment leverage plan (versus€270.6 million in December 2005).
A total of 15.5 million new ordinary shares were issued, each with a par value of€2.29. These shares began earning
dividends on January 1, 2006.
As of December 31, 2006, AXA employees held 4.98% of the Group’s outstanding ordinary shares and 6.41% of the
voting rights. These shares are owned through mutual funds or directly, in the form of shares or ADRs.
211
Item 8: Financial Information
Please see Item 18 “Financial Statements” of this Annual Report.
LEGAL PROCEEDINGS
Please see Item 18 – note 30 “Litigation” of this Annual Report.
DIVIDEND POLICY
The Company has paid dividends on its ordinary shares in each for the past five years. The Company pays dividends
in Euro. Future dividends will depend on AXA’s earnings, financial condition and other factors. Proposals for dividend
payments are made by the Management Board, subject to prior approval by the Supervisory Board, and are submitted
for final approval to AXA’s shareholders at the annual general meeting of shareholders.
For further information on the dividends declared and paid in the most recent five years and on the Company’s dividend
policy, see Item 3 “Key Information-Dividends” and Item 10 “Additional Information-Dividends” of this Annual Report.
SIGNIFICANT CHANGES
For a description of certain developments since the date of the annual financial statements included in this Annual
Report, please see Item 18 – note 29 “Events subsequent to December 31, 2006” of this Annual Report.
212
Item 9: The Offer and Listing
MARKETS
The principal trading market for the Company’s ordinary shares is the premier marché of Euronext. The AXA ADSs, each
representing one AXA ordinary share, are listed on the NYSE.
Trading on Euronext Paris
Official trading of listed securities on Euronext Paris, including the Company’s ordinary shares, is transacted through
French stockbrokers (sociétés de Bourse) and takes place continuously on each business day in Paris from 9:00 a.m.
to 5:25 p.m. (Paris time), with a fixing of the closing price at 5:30 p.m.
All the markets of Euronext Paris are cash settlement markets (marché au comptant). Highly liquid shares, including
those of the Company, are eligible for deferred settlement (Service à Règlement Différé – SRD). Payment and delivery
for shares under the SRD occurs on the last day of each month. Use of the SRD service requires payment of a
commission. Under this system, the determination date for settlement the following month occurs on the fifth trading
day prior to the end of each month.
In France, the Company’s ordinary shares are included in the principal index published by Euronext Paris (the “CAC 40
Index”). The Company’s ordinary shares are also included in Euronext 100, the index representing Euronext’s blue chip
companies based on market capitalization. The Company’s ordinary shares are also included in the Dow Jones STOXX
50 and Dow Jones Euro STOXX 50, blue chip indices comprised of the 50 most highly capitalized and most actively
traded equities throughout Europe and within the European Monetary Union, respectively. In addition, the Company’s
ordinary shares are also included in the Dow Jones Euro Stoxx Insurance, insurance related indice for companies within
the European Monetary Union.
213
The table below sets forth, for the periods indicated, the reported high and low closing prices in Euro for the Company’s
ordinary shares on the Euronext Paris:
PRICE PER AXA ORDINARY SHARE
Calendar Period | High (€)(a) | Low (€)(a) | |||
2002 | 25.16 | 9.14 | |||
2003 | 16.67 | 8.76 | |||
2004 | |||||
First quarter | 18.76 | 16,02 | |||
Second quarter | 18.09 | 15,72 | |||
Third quarter | 17.66 | 15.47 | |||
Fourth quarter | 18.01 | 15.90 | |||
Annual | 18.76 | 15.47 | |||
2005 | |||||
First quarter | 20.96 | 17.72 | |||
Second quarter | 20.73 | 18.55 | |||
Third quarter | 22.62 | 20.21 | |||
Fourth quarter | 27.43 | 21.93 | |||
Annual | 27.43 | 17.72 | |||
2006 | |||||
First quarter | 29.48 | 25.59 | |||
Second quarter | 29.92 | 23.41 | |||
Third quarter | 29.52 | 24.28 | |||
Fourth quarter | 31.13 | 28.07 | |||
Annual | 31.13 | 23.41 | |||
2006 and 2007 | |||||
November 2006 | 30.75 | 28.60 | |||
December 2006 | 30.79 | 28.07 | |||
January 2007 | 33.19 | 31.20 | |||
February 2007 | 34.42 | 32.16 | |||
March 2007 | 32.23 | 29.53 | |||
April 2007 | 34.15 | 31.68 | |||
May 2007 (through May 15) | 34.61 | 33.50 |
(a) Following the issue of new shares with preferential subscription rights made by AXA (see Euronext notice n° 2006-1670 published on June 14, 2006),
historical share price was adjusted on the basis of the theoretical value of the right (see Euronext notice n° 2006-1719 published on June 16, 2006).
Trading on the New York Stock Exchange
The Bank of New York serves as depositary with respect to the Company’s ADSs traded on the NYSE. Each ADS
represents the right to receive one ordinary share.
214
The table below sets forth, for the periods indicated, the reported high and low closing prices in U.S. dollars for the
Company’s ADSs on the NYSE:
PRICE PER AXA ADS
Calendar Period | High ($) | Low ($) | |||
2002 | 22.92 | 9.39 | |||
2003 | 21.47 | 10.32 | |||
2004 | |||||
First quarter | 24.17 | 19.92 | |||
Second quarter | 22.21 | 19.19 | |||
Third quarter | 21.98 | 19.18 | |||
Fourth quarter | 24.82 | 20.71 | |||
Annual | 24.82 | 19.18 | |||
2005 | |||||
First quarter | 28.32 | 23.40 | |||
Second quarter | 26.86 | 24.17 | |||
Third quarter | 28.75 | 24.83 | |||
Fourth quarter | 33.33 | 26.96 | |||
Annual | 33.33 | 23.40 | |||
2006 | |||||
First quarter | 35.86 | 31.47 | |||
Second quarter | 38.62 | 30.13 | |||
Third quarter | 37.80 | 30.73 | |||
Fourth quarter | 40.55 | 36.92 | |||
Annual | 40.55 | 30.13 | |||
2006 and 2007 | |||||
November 2006 | 39.19 | 37.64 | |||
December 2006 | 40.55 | 37.70 | |||
January 2007 | 43.00 | 40.60 | |||
February 2007 | 45.33 | 41.97 | |||
March 2007 | 42.80 | 39.82 | |||
April 2007 | 46.52 | 42.51 | |||
May 2007 (through May 15) | 47.01 | 45.16 |
We cannot assure you of the market price of the Company’s ordinary shares or ADSs, and past price is no indication
of future performance. We urge you to obtain current market quotations for these securities.
215
Item 10: Additional Information
MEMORANDUM
AND ARTICLES OF ASSOCIATION
The Company is a holding company organized under the laws of France as a Société Anonyme (a form of limited liability
company), with a Supervisory Board and a Management Board. The Company’s principal office is located at 25, avenue
Matignon, 75008 Paris, France and AXA is registered with the Paris Trade and Companies Register (Registre du
Commerce et des Sociétés) under number 572 093 920. References to “AXA” in this Item 10 are references to the
Company, unless otherwise indicated.
Objects and purposes
Under Article 3 of its memorandum and articles of association (“statuts”), AXA’s purpose is generally to:
– acquire, manage and/or dispose of equity interests in French or foreign companies or businesses,
– acquire, manage and/or dispose of listed or unlisted shares or other securities, real and/or personal property, as well
as rights and listed or unlisted securities related to such assets, and
– perform any and all industrial, commercial, financial, real or personal property transactions directly or indirectly related
to any of the foregoing.
Directors’ issues
In addition to French law provisions, AXA’s statuts include a number of specific provisions concerning members of the
Supervisory Board and Management Board, including the following:
Conflicts of interest
Transactions involving a conflict of interest between a member of the Management Board or Supervisory Board and the
Company are subject to the prior approval of the Supervisory Board. Members of the Supervisory Board in a conflict
of interest situation are precluded from voting on matters relating to such conflicts of interests.
216
Compensation
Upon the proposal of the Compensation Committee, the Supervisory Board fixes the amount and terms of
compensation for each of the members of the Management Board. Members of the Supervisory Board receive a fixed
annual fee, the amount of which is determined by the shareholders at their annual meeting and apportioned by the
Supervisory Board among its members. Such determination and apportionment are made upon the proposal of the
Compensation Committee. The Supervisory Board also may compensate its members for the performance of special
tasks or assignments in accordance with the provisions of French company law. Decisions of the Supervisory Board in
that respect may be passed only if at least half of its members are present. For further information see Item 6
“Supervisory Board Committees” of this Annual Report.
Retirement
Any member of the Management Board who, during a fiscal year, reaches the age of sixty-five while in office is
automatically deemed to have resigned at the end of that fiscal year. However, when a member of the Management
Board reaches that age, the Supervisory Board may choose to extend his term one or more times, provided that the
total extended period does not exceed three years.
Members of the Supervisory Board may not stay in office past the age of seventy. However, this rule may be waived by
the Supervisory Board for up to one-third of the members of the Supervisory Board (individuals or representatives of
legal entities). Members of the Supervisory Board who have exceeded the age limit can only be appointed by
shareholders for a maximum two-year period, renewable once.
Shareholding
Article 10-2 of AXA’s statuts provides that members of the Supervisory Board must own at least 100 ordinary shares
for their term of office.
Neither French law nor AXA’s statuts, require members of the Management Board to be shareholders of the Company.
However, the Supervisory Board Meeting on February 21, 2007, acting on the recommendation of the Compensation
Committee Meeting of February 20, 2007, set forth guidelines for share ownership applicable to members of the
Management Board. These guidelines provide that each member of the Management Board is required to hold a certain
number of shares based on his annual compensation: (i) for the Chairman of the Management Board: ownership of
shares worth at least three times his total annual compensation, and (ii) for the other members of the Management
Board: ownership of shares worth at least twice their total annual compensation.
As of February 28, 2007, Messrs Henri de Castries, Alfred Bouckaert, Claude Brunet, Denis Duverne and Christopher
Condron were already in compliance with this requirement.
For additional information concerning the respective powers of the Management and Supervisory Boards, see Item 6
“Directors, Senior Management and Employees” in this Annual Report.
217
DESCRIPTION
OF AXA’S CAPITAL STOCK
AXA ordinary shares
As of February 28, 2007, there were 2,093,544,381 ordinary shares outstanding, each with nominal value of€2.29. All
these ordinary shares were fully paid and non assessable. The following table sets forth changes in the number of
outstanding ordinary shares from January 1, 2006 to February 28, 2007:
Date | Operations | Number of shares issued | Issue premium | Number of sharesoutstanding afterthe operation | Amount of share capital afterthe operation (in euros) | |||||||||||
2006 | Share capital reduction (through the cancellation of shares) following the merger of FINAXA into AXA | (337,490,816) | (5,379,990,858) | 1,869,195,640 | 4,280,458,016 | |||||||||||
Exercise of stock options | 2,021,262 | 18,942,856 | 1,871,216,902 | 4,285,086,706 | ||||||||||||
Exercise of stock subscription warrants | 4,780 | 64,773 | 1,871,221,682 | 4,285,097,652 | ||||||||||||
Conversions of bonds | 383,322 | 4,781,199 | 1,871,605,004 | 4,285,975,459 | ||||||||||||
Exercise of stock options | 342,060 | 4,372,946 | 1,871,947,064 | 4,286,758,777 | ||||||||||||
Exercise of stock subscription warrants | 14,525 | 152,438 | 1,871,961,589 | 4,286,792,038 | ||||||||||||
Conversions of bonds | 6,749 | 84,135 | 1,871,968,338 | 4,286,807,494 | ||||||||||||
Exercise of stock options | 1,814,067 | 24,155,528 | 1,873,782,405 | 4,290,961,707 | ||||||||||||
Exercise of stock subscription warrants | 19,634 | 258,328 | 1,873,802,039 | 4,291,006,669 | ||||||||||||
Conversions of bonds | 11,826 | 147,538 | 1,873,813,865 | 4,291,033,751 | ||||||||||||
Exercise of stock subscription warrants | 1,326 | 11,714 | 1,873,815,191 | 4,291,036,787 | ||||||||||||
Exercise of stock options | 239,089 | 3,073,711 | 1,874,054,280 | 4,291,584,301 | ||||||||||||
Exercise of stock options | 303,146 | 2,981,361 | 1,874,357,426 | 4,292,278,506 | ||||||||||||
Exercise of stock subscription warrants | 6,120 | 86,465 | 1,874,363,546 | 4,292,292,520 | ||||||||||||
Conversions of bonds | 29,532 | 1,133,918 | 1,874,393,078 | 4,292,360,149 | ||||||||||||
Share capital increase | 208,265,897 | 3,613,841,064 | 2,082,658,975 | 4,769,289,053 | ||||||||||||
Exercise of stock subscription warrants | 353,546 | 6,484,188 | 2,083,012,521 | 4,770,098,673 | ||||||||||||
Exercise of stock options | 2,846,266 | 43,083,028 | 2,085,858,787 | 4,776,616,622 | ||||||||||||
Exercise of stock subscription warrants | 3,953 | 47,259 | 2,085,862,740 | 4,776,625,675 | ||||||||||||
Share capital reduction by cancellation of shares | (11,273,270) | (279,268,697) | 2,074,589,470 | 4,750,809,886 | ||||||||||||
New equity issue reserved for employees of AXA | 15,472,458 | 339,536,543 | 2,090,061,928 | 4,786,241,815 | ||||||||||||
Exercise of stock options | 2,806,976 | 34,374,263 | 2,092,868,904 | 4,792,669,790 | ||||||||||||
Exercise of stock subscription warrants | 19,352 | 282,006 | 2,092,888,256 | 4,792,714,106 | ||||||||||||
12.31.06 | Conversions of bonds | 58 | 2,184 | 2,092,888,314 | 4,792,714,239 | |||||||||||
Exercise of stock options | 607,008 | 11,581,463 | 2,093,495,322 | 4,794,104,287 | ||||||||||||
Exercise of stock subscription warrants | 12,371 | 164 220 | 2 093 507 693 | 4,794,132,617 | ||||||||||||
02.28.07 | Conversions of bonds | 36,688 | 1,374,419 | 2,093,544,381 | 4,794,216,632 |
218
Changes in share capital
Capital increase
Pursuant to the statuts of AXA and French law and subject to the exceptions described below, the share capital of AXA
may be increased only with the approval of two-thirds of the shareholders present or represented by proxy voting
together as a single class at an extraordinary general meeting following a recommendation by the Management Board
and after a prior authorization by the Supervisory Board.
Increases in AXA’s share capital may be effected by the issuance of additional ordinary shares which may be effected:
– for cash,
– in satisfaction of indebtedness incurred by AXA,
– for assets contributed to AXA in kind,
– by capitalization of existing reserves, profits or share premium,
– upon conversion, exchange or redemption of equity-linked securities issued by AXA,
– upon the exercise of share warrants or other similar securities consisting of rights to subscribe for ordinary shares or
of stock options, or
– in place of a cash dividend.
The increase in share capital effected by capitalization of reserves, profits or share premium, requires a simple majority
of the votes cast at an extraordinary meeting of shareholders. In the case of an increase in share capital in connection
with the payment of a stock dividend (instead of a cash dividend) the voting and quorum procedures of an ordinary
meeting of shareholders apply.
The shareholders may delegate to the Management Board the right to carry out any increase in share capital, provided
that the shareholders, acting in an extraordinary shareholders’ meeting, have previously authorized this increase. The
Management Board may further sub-delegate this right to AXA’s Chairman and Chief Executive Officer of the
Management Board.
Capital decrease
As provided in the French Commercial Code, AXA’s share capital may generally be decreased only with the approval of
two-thirds of the shareholders present or represented by proxy voting together as a single class at an extraordinary
shareholders’ meeting. The number of shares may be reduced if AXA either exchanges or repurchases and cancels
shares. As a general matter, reductions of capital occur pro-rata among all shareholders, except (1) in the case of a
share buyback program, or a public tender offer to repurchase shares (offre publique de rachat d’actions (OPRA)),
where such a reduction occurs pro-rata only among tendering shareholders; and (2) in the case where all shareholders
unanimously consent to a non pro-rata reduction. AXA may not repurchase more than 10% of its share capital within
18 months f rom the shareholders’ meeting authorizing the buyback program. In addition, AXA may not cancel more
than 10% of its outstanding share capital over any 24-month period and may not hold more than 10% of its share
capital in self-held shares and shares owned by subsidiaries.
Self-held shares must be fully paid and held by AXA in registered form. Self-held shares are deemed outstanding under
French law but are not entitled to dividends, voting rights or preemptive rights.
219
Cross shareholdings and holding of AXA shares by AXA subsidiaries
With the exception of treasury shares that may be held by subsidiaries but which are non-voting, French law prohibits
a company from holding AXA shares if AXA holds more than 10% of that company’s share capital. French law also
prohibits AXA from owning any interest in a French company holding more than 10% of AXA’s share capital. In the event
of a cross-shareholding that violates this rule, the Company owning the smaller percentage of shares in the other
company must sell its interest. Until sold, these shares are not entitled to voting rights. Failure to sell these shares is a
criminal offence under French law.
Preemptive rights
Under French law, shareholders have preemptive rights to subscribe on a pro-rata basis for additional shares of any
equity securities or other securities giving a right, directly or indirectly, to equity securities issued by AXA for cash. During
the subscription period relating to a particular offering of shares, shareholders may transfer preferential subscription
rights that they have not previously waived. In order to issue additional ordinary shares without preemptive rights,
beyond issuances already approved by AXA shareholders, AXA must obtain the approval of two-thirds of the voting
rights present or represented by proxy at an extraordinary meeting of AXA shareholders, voting together as a single
class.
Dividends
AXA may distribute dividends to its shareholders from net income in each fiscal year after deductions for depreciation
and provisions, as increased or reduced by any profit or loss carried forward from prior years, and as reduced by the
legal reserve fund allocation described below.
Under French law, AXA is required to allocate 5% of its net income in each fiscal year, after reduction for losses carried
forward from previous years, if any, to a legal reserve fund until the amount in that fund equals 10% of the nominal
amount of its share capital. The legal reserve is distributable only upon AXA’s liquidation.
Upon proposal by AXA’s Management Board and subject to prior approval by the Supervisory Board, the shareholders
of AXA may decide to allocate all or part of distributable profits to special or general reserves, to carry them forward to
the next fiscal year as retained earnings, or to allocate them to the shareholders as dividends. If AXA has earned
distributable income since the end of the previous fiscal year, as reflected in an interim income statement certified by
its auditors, the Management Board may distribute interim dividends to the extent of the distributable income without
shareholders approval in accordance with French law. AXA’s statuts require AXA to distribute dividends to its
shareholders pro-rata according to their share holdings. Dividends are payable to holders of shares outstanding on the
date of the shareholders’ meeting approving the distribution of dividends, or, in the case of interim di vidends, on the
date the Management Board meets and approves the distribution of interim dividends.
Under AXA’s statuts, the actual dividend payment date is decided by the Management Board. AXA must pay any
dividends or interim dividends within nine months of the end of its fiscal year. Dividends not claimed within five years of
the date of payment become property of the French state.
220
Under AXA’s statuts, at an ordinary annual general meeting, the shareholders may grant an option to each shareholder
to receive dividends in either cash or additional ordinary shares.
Form, holding and transfer of securities
French regulations provide that AXA ordinary shares are not represented by share certificates but by book-entry only.
AXA’s statuts provide that AXA ordinary shares may be held in registered or bearer form. Any owner of ordinary shares
of AXA may elect to have its ordinary shares held in registered form and registered in its name in an account currently
maintained by BNP Paribas for, and on behalf of AXA, or held in bearer form and recorded in its name in an account
maintained by an accredited financial intermediary, such as a French broker, bank or other authorized financial
institution. Any shareholder may, at its expense, change from one form of holding to the other. Both methods are
operated through Euroclear France (which we refer to in this Annual Report as “EUROCLEAR”), an organization which
maintains share and other securities accounts of French publicly quoted companies and a central depositary system
through which transfers of shares and other securities in French publicly quoted companies between accredited
finan cial intermediaries are recorded.
When AXA ordinary shares are held in bearer form by a beneficial owner who is not a resident of France, EUROCLEAR
may agree to issue, upon request by AXA, a bearer depository receipt (certificat représentatif) with respect to such
ordinary shares for use only outside France. In this case, the name of the holder is deleted from the accredited financial
intermediary’s books. Title to the ordinary shares, represented by a bearer depository receipt, will pass upon delivery of
the relevant receipt outside France.
Registered ordinary shares must be converted into bearer shares before being traded on the Euronext Paris and,
accordingly, must be registered in an account maintained by an accredited intermediary. A shareholder may initiate a
transfer by giving selling instructions to the relevant accredited intermediary. Ordinary shares held in bearer form may
be transferred through accredited financial intermediaries and may be traded without further requirement. For dealings
on Euronext Paris, a tax assessed on the price at which the securities were traded, or “impôt sur les opérations de
Bourse”, is payable at the rate of 0.3% on transactions of up to€153,000 and at a rate of 0.15% on transactions
exceeding this amount, capped at€610 per transaction. This tax is subject to a rebate of€23 per transaction.
However, non-residents of France are not required to pay this tax. In addition, a fee or commission is payable to the
broker involved in the transaction, regardless of whether the transaction occurs within or outside France. Normally, no
registration duty is payable in France, unless the transfer instrument has been executed in France.
Disclosure requirements when holdings exceed
specified thresholds
French law provides that any person or entity that, directly or indirectly, acting alone or in concert with other
shareholders, becomes the owner of more than 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50%, 66 2/3%, 90% or 95% of
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the outstanding share capital or voting rights of AXA (including through ownership of ADRs representing ADSs), or
whose holding falls below any of these levels, must notify AXA and the AMF in writing within five trading days of
exceeding or falling below the relevant level and indicate the number of ordinary shares and voting rights held by it.
In addition, the statuts of AXA provide that any individual or entity acting alone or in concert with others, that acquires
ordinary shares resulting in a direct or indirect holding of 0.5% or more of the outstanding share capital or voting rights
of AXA, including through the acquisition of ADRs representing the ADSs, must notify AXA by registered letter with
return receipt requested within five calendar days of the date of the acquisition (“inscription en compte”) of the ordinary
shares or in the case of a holder of ADRs representing ADSs, within five days of the registration of the ADRs
representing the ADSs, as a result of which the shareholder, acting alone or in concert with others, has reached or
exceeded that percentage. The individual or entity must further notify AXA pursuant to the above conditions each time
an additional 0.5% threshold is passed. Any shareholder, including any holder of ADRs representing the ADSs, whose
holding falls below any of these thresholds must also notify AXA. In addition and to permit holders of ordinary shares
to give the notices required by law and the statuts, AXA is required to publish at the end of the month, the number of
outstanding AXA ordinary shares and/or voting rights, if there has been any change during the course of the month.
French law imposes additional reporting requirements on persons who, acting alone or in concert with others, acquire
more than 10% or 20% of the outstanding shares or voting rights in AXA. These persons must file with the AMF and AXA
a report disclosing their intentions for the 12-month period following the acquisition. The report must specify whether the
acquiror intends to continue purchasing shares, acquire control of AXA or seek election of nominees to the Management
Board or Supervisory Board. This report must be filed within ten trading days from the date that either of these thresholds
has been crossed. The report is published by the AMF. The acquiror must also publish a press release in a financial
newspaper having national circulation in France. Upon any change of intention, the acquiror must file a new report.
In order to facilitate compliance with the notification requirements, a holder of ADRs representing ADSs, may deliver
any such notification to The Bank of New York with respect to ADRs representing ADSs and The Bank of New York
will, as soon as practicable, forward the notification to AXA and the AMF.
If a shareholder (including an owner of ADRs representing ADSs) fails to comply with these notification requirements,
the shareholder will be deprived of voting rights attached to the shares it holds (or underlying its ADRs) in excess of the
relevant threshold at all shareholders’ meetings held until the end of a two-year period following the date on which the
shareholder has complied with the notification requirements. Failure to comply with the notification requirements set
forth in AXA’s statuts will trigger the same voting limitations upon a request by shareholders holding 5% or more of the
share capital registered in the minutes of the relevant shareholders general meeting. Furthermore, any shareholder who
fails to comply with these notification requirements may have all or part of its voting rights (and not only with respect to
the shares in excess of the relevant threshold) suspended for up to five years by c ourt decree at the request of the
Management Board, any AXA shareholder or the AMF. Such shareholders may also be subject to criminal penalties
under French law.
Under applicable French stock market regulations, and subject to limited exemptions granted by the AMF, any person
or persons acting in concert acquiring one-third or more of the share capital or voting rights of AXA must immediately
notify the AMF and initiate a public tender offer for the balance of AXA’s outstanding share capital. The tender offer must
also cover all securities issued by AXA that are convertible into, or exchangeable for equity securities.
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Pursuant to French law and AXA’s statuts, AXA may obtain from EUROCLEAR, at its own cost and at any time, the
name, nationality, address and number of shares held by each holder of ordinary shares and other equity-linked
securities with the right to vote in general meetings of shareholders. Whenever these holders are not resident in France
and hold such ordinary shares and other equity-linked securities through accredited financial intermediaries, AXA may
obtain such information from the relevant accredited financial intermediaries (through Euroclear France), at AXA’s own
cost. Subject to certain limited exceptions provided by French law, holders who fail to comply with AXA’s request for
information will not be permitted to exercise voting rights with respect to any such ordinary shares or other equity-linked
securities and to receive dividends pertaining thereto (if any) until the date on which these holders c omply with AXA’s
request for information.
Voting rights
Each AXA ordinary share entitles its holder to one vote at all meetings of AXA shareholders, subject to the provisions
concerning double voting rights described below. Each ordinary share fully paid and held in registered form by the same
person for at least two full fiscal years, entitles its holder to double voting rights with respect to such ordinary share at
any meeting of AXA shareholders, whether annual or extraordinary. The double voting right will automatically terminate
for any share that has been converted into a bearer share or for which ownership has been transferred. Any transfer of
shares as a result of inheritance, division of community property by spouses or donation to a spouse or heir shall not
affect the double voting rights of such shares.
Liquidation rights
If AXA is liquidated, the assets remaining after it pays its debts, liquidation expenses and all prior claims will first be used
to repay AXA shareholders up to the amount of the paid-up and non-liquidated capital. Any surplus will be divided
among all shareholders, subject to rights arising from the different classes of shares.
Shareholder meetings
Under French law, annual and extraordinary shareholders’ meetings must be convened by means of a preliminary notice
published in the BALO at least 30 days prior to the meeting date and indicating the type, agenda, place, date and time
of the shareholders’ meeting.
Annual ordinary and extraordinary meetings of AXA shareholders are convened and held in accordance with French
law. Any shareholder may attend a properly convened meeting of shareholders in person or by proxy upon confirmation
of such shareholder’s identity and ownership of shares at least three days before the shareholders’ meeting, which
period may be reduced at the discretion of the Management Board.
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Modification of shareholder rights
Under French law, shareholders of a French company generally have the power to amend the statuts of the company.
Such an amendment requires the approval of two-thirds of the shareholders attending or represented at an
extraordinary shareholders’ meeting. However, no such extraordinary shareholders’ meetings may decide (i) to increase
the liability of the shareholders in respect of the company or a third-party; or (ii) to undermine the individual rights vested
in each shareholder (such as voting rights, the right to distributable profits of the company when allocated as dividends,
the right to sell one’s shares and the right to sue the company).
Anti-takeover provisions
There are no French anti-takeover statutes similar to the anti-takeover statutes enacted by certain states in the United
States. However, a number of French law provisions may have certain anti-takeover effects. In the case of AXA, the
relevant provisions include, among other things:
– AXA’s ability to repurchase its own shares; and
– the existence of AXA shares with double voting rights.
French law requires mergers and certain consolidations to be approved by two-thirds of the shareholders present or
represented at the extraordinary shareholders’ meeting called to decide on such matters French law also requires the
affirmative vote of the shareholders of the surviving corporation in a merger at an extraordinary general meeting.
However, no general meeting of shareholders is required in the case of a merger of a wholly-owned subsidiary with its
parent company.
Convertible/exchangeable bonds
For information on convertible/exchangeable bonds and notes issued by the Company, see note 13 “Shareholders’
Equity, Minority Interests and Other Equity” of the Consolidated Financial Statements included in this Annual Report as
Item 18.
Description of AXA’s American Depositary Shares (“ADSs”)
The following is a summary of (i) certain provisions of the amended and restated deposit agreement dated April 27,
2001 (referred to herein as the “deposit agreement”), among AXA, The Bank of New York, as depositary, and the
holders from time to time of ADRs issued under the deposit agreement, and (ii) certain applicable provisions of French
law. This summary describes the material terms and conditions of the deposit agreement but does not purport to be
complete and is qualified in its entirety by reference to the deposit agreement, which has been filed as an exhibit to the
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Company’s registration statement on Form F-6, filed with the SEC on June 12, 2001 (registration number 333-13376).
Additional copies of the deposit agreement are available for inspection at the Corporate Trust Office of The Bank of New
York in New York and at the principal Paris office of the custodian, currently BNP Paribas, or any of their successors.
Capitalized terms used in this summary and not otherwise defined shall have the respective meanings set forth in the
deposit agreement.
American Depositary Receipts (“ADRs”)
Each ADR evidences an ADS, which in turn represents one AXA ordinary share. The ordinary shares underlying the
ADSs represented by ADRs are deposited with the custodian or any successor custodian, under the terms of the
deposit agreement.
Owners of ADRs representing ADSs may hold their ADRs either (i) in street name (or bearer form) through a third-party
brokerage or safekeeping account, or (ii) in registered form through an account held at The Bank of New York pursuant
to which the name of each registered owner of uncertificated ADRs is entered in the books and records of The Bank
of New York (commonly referred to as the direct registration system). Under the direct registration system, ownership
of uncertificated ADRs is evidenced by periodic statements issued by The Bank of New York to the registered owners
of ADRs. The direct registration system includes automated transfers between The Bank of New York and The
Depository Trust Company (DTC), the central book-entry clearing and settlement system in the United States. Owners
of ADRs who decide to hold their ADRs through a third-party brokerage or safekeeping account must rely on the
procedures of their br okers or banks to assert their rights as owners of ADRs representing ADSs and should consult
with them to determine what those procedures are.
Only persons in whose names ADRs are registered on the books of The Bank of New York will be treated by The Bank
of New York and AXA as owners of ADRs.
The rights of holders and beneficial owners of ADRs are subject to the same disclosure requirements regarding
acquisition and ownership of ordinary shares as are applicable to holders and beneficial owners of ordinary shares
pursuant to the statuts of AXA or French law, as each may be amended from time to time. Failure to comply with these
disclosure requirements may affect the holder’s or beneficial owner’s ability to give voting instructions in respect of the
ordinary shares represented by the ADSs evidenced by ADRs. See “AXA Ordinary Shares-Form, Holding and Transfer
of Securities” for a description of the disclosure requirements applicable to AXA ordinary shares.
Deposit and withdrawal of AXA ordinary shares
Under the deposit agreement, upon receipt of notice from the custodian (currently AXA Banque) of a deposit of AXA
ordinary shares with the custodian in form satisfactory to it (in the case of AXA ordinary shares to be held in bearer
form), or upon delivery to The Bank of New York of AXA ordinary shares (in the case of AXA ordinary shares to be held
in registered form), together with any required certifications, The Bank of New York will execute and deliver, at its
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Corporate Trust Office to, or upon the order of, the person or persons named in such order, an ADR or ADRs registered
in the name or names requested by such person or persons representing the number of ADSs issuable in respect of
that deposit, but only upon payment to The Bank of New York of its fee for execution and delivery of the ADRs and all
applicable taxes and governmental charges and fees.
Upon surrender of an ADR or ADRs at the Corporate Trust Office of the depositary for the purpose of withdrawal of the
ordinary shares underlying the ADSs and all other securities, property and cash received by the depositary or the
custodian in respect of such ordinary shares, which are collectively referred to as the “Deposited Securities” and are
represented by that ADR, and upon payment of the fees and charges provided in the deposit agreement and subject
to the other provisions of the deposit agreement, the Deposited Securities and the AXA statuts, the owner of the ADR
thereby cancelled, is entitled to the delivery to it, or upon its order, of the Deposited Securities. Delivery of ordinary
shares may be made to an account designated by the ADR holder in AXA’s share register currently maintained by BNP
Paribas in the case of ordinary shares held in registered form, or in an account maintained by an accredite d financial
intermediary in the case of ordinary shares held in bearer form. Under French law, no fractional AXA ordinary shares
may be delivered. Therefore, The Bank of New York will only accept the surrender for such purpose of ADRs evidencing
ADSs which represent a whole number of ordinary shares. As a general rule, AXA ordinary shares are not issued in
certificated form, see “Form, Holding, Transfer of AXA Ordinary Shares”. Also, for certain limitations on the withdrawal
of AXA ordinary shares, see “Transfer of American Depositary Receipts” below.
At the request, risk and expense of any owner surrendering ADRs, The Bank of New York will accept at its Corporate
Trust Office proper documents of title, if available, for the Deposited Securities.
Pre-release of ADRs
Unless AXA instructs the depositary not to, and subject to the terms of deposit agreement, The Bank of New York may
execute and deliver ADRs prior to the receipt of the ordinary shares underlying the ADSs evidenced by such ADRs
which have been so pre-released and may deliver ordinary shares upon the receipt and cancellation of any pre-released
ADRs. In addition, the Bank of New York may receive ADRs in lieu of ordinary shares in satisfaction of a pre-release.
Each such pre-release of ADRs or delivery of ordinary shares in respect of a pre-release is:
– subject to a written representation from the person to whom ADRs or ordinary shares are to be delivered that such
pre-release or its customer:
• at the time of the relevant transaction, owns the ordinary shares or ADRs to be remitted, as the case may be,
• assigns all beneficial right, title and interest in the relevant ordinary shares or ADRs, as the case may be, to The
Bank of New York in its capacity as such and for the benefit of the owners of ADRs, and
• will not take any action with respect to the relevant ordinary shares or ADRs, as the case may be, that is inconsistent
with the transfer of their beneficial ownership, including, without the consent of The Bank of New York, disposing
of the relevant ordinary shares or ADRs, as the case may be, other than in satisfaction of the pre-release;
– at all times fully collateralized with cash, U.S. government securities or other collateral of comparable safety and
liquidity, as security for the performance of the pre-release’s obligations to The Bank of New York;
– terminable by The Bank of New York on not more than five business days notice; and
– subject to such further indemnities and credit regulations as The Bank of New York deems appropriate.
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The Bank of New York will also set dollar limits with respect to pre-release transactions to be entered into with any
particular pre-release on a case-by-case basis.
Dividends, other distributions and rights
Owners of ADRs generally have the right to receive distributions in respect of cash dividends and distributions made by AXA to the depositary or the custodian in respect of the Deposited Securities. ADS holders’ receipt of these distributions may be limited, however, by practical considerations and legal limitations. Under the terms of the deposit agreement, owners of ADRs would be entitled to receive such distributions in proportion to the number of ADRs held as of a specified record date.
Amounts distributed to owners of ADRs holders will be reduced by any taxes or other governmental charges required
to be withheld by the custodian or The Bank of New York, reasonable expenses of the depositary in foreign currency
conversions and any other charges of the depositary as provided for under the deposit agreement. If The Bank of New
York determines that any distribution in cash or property is subject to any tax or governmental charges that The Bank
of New York or the custodian is obligated to withhold, The Bank of New York may use the cash, or sell, or otherwise
dispose of all or a portion of that property to pay the taxes or governmental charges. See “Taxation.”
Cash distributions
The Bank of New York will convert into U.S. dollars at prevailing market rates all cash dividends and other cash distributions that it or the custodian receives, to the extent that it can do so on a reasonable basis, and transfer the resulting dollars to the United States. The Bank of New York will distribute to the owners of ADRs, in proportion to the number of ADRs held as of a specified record date, the amount it receives, after deducting reasonable and customary currency conversion expenses. If The Bank of New York determines that any foreign currency it receives cannot be converted and transferred on a reasonable basis, it may distribute the foreign currency (or an appropriate document evidencing the right to receive the currency), or hold that foreign currency uninvested, without liability for interest, for the accounts of the owners of ADRs entitled to receive it.
Distributions of ordinary shares
If AXA distributes ordinary shares as a dividend, The Bank of New York may, subject to the terms of the deposit
agreement with respect to the deposit of ordinary shares and the issuance of ADRs, and subject to any registration
requirements under the U.S. securities laws, with AXA’s approval, and will, at AXA’s request, distribute to owners of
ADRs new ADRs representing the ordinary shares. The Bank of New York will distribute only whole ADRs. It will sell the
ordinary shares that would have required it to use fractional ADRs and then distribute the proceeds in the same way it
distributes cash. If The Bank of New York deposits the ordinary shares but does not distribute additional ADRs, the
existing ADRs will also represent the new ordinary shares.
Rights to subscribe for additional ordinary shares and other rights
If holders of ordinary shares have the option of receiving a dividend in cash or in ordinary shares, AXA may also grant
that option to owners of ADRs.
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However, AXA may elect not to offer ordinary shares to ADR holders in which case ADR holders will only be entitled to
receive their dividend in cash.
If AXA offers its holders of ordinary shares any rights to subscribe for additional ordinary shares or any other rights, The
Bank of New York will have discretion, after consultation with AXA, as to the procedure to be followed in making such
rights available to owners of ADRs, including:
– make the rights available to all or certain owners of ADRs, by means of warrants or otherwise, if lawful and feasible;
or
– if it is not lawful or feasible to make the rights available to certain owners of ADRs, attempt to sell those rights or
warrants or other instruments, in which case, The Bank of New York will allocate the net proceeds of the sales to the
account of the ADR owners entitled to such proceeds, with the allocation being made on an averaged or other
practicable basis without regard to any distinctions among owners.
If registration under the Securities Act of 1933 is required in order to offer or sell to the owners of ADRs the securities
represented by any rights, The Bank of New York will not make the rights available to ADR owners unless a registration
statement is in effect or such securities are exempt from registration. AXA does not, however, have any obligation to file a
registration statement or to have a registration statement declared effective. If The Bank of New York cannot make any
rights available to ADR owners and cannot dispose of the rights and make the net proceeds available to ADR owners,
then it will allow the rights to lapse, and the ADR owners will not receive any value for them. ADR owners may request the delivery of the rights under specific circumstances and subject to certain conditions described in the deposit agreement.
Other distributions
If The Bank of New York or the custodian receives a distribution of anything other than cash ordinary shares or rights,
The Bank of New York will distribute the property or securities to the owners of ADRs, in proportion to such holder’s
holdings. If The Bank of New York determines that it cannot distribute the property or securities in this manner or that
it is not feasible to do so, then, it may effect the distribution of the property or securities by any means it deems fair
and practical, after consultation with AXA, by selling the property or securities and distributing the net proceeds of the
sale to the owners of ADRs.
Record dates
The Bank of New York will fix a record date any time (i) a dividend or distribution is to be made, (ii) rights are to be issued;
(iii) there is a change in the number or type of the Deposited Securities an ADS, or (iv) The Bank of New York receives
notice of any meeting of or solicitation of consent or proxies from holders of ordinary shares or other Deposited Securities.
The persons who are owners of ADRs on the record date will be entitled to receive the dividend, distribution, rights or
net proceeds thereof or to exercise the right to vote.
Notices and reports
When AXA gives notice, by publication or otherwise, of a shareholders’ meeting or of the taking of any action regarding
any dividend, distribution or offering of any rights, AXA will also transmit to the depositary and the custodian a copy of
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the notice, in the form given or to be given to holders of Deposited Securities. The Bank of New York will mail or
otherwise make available to owners of ADR copies of any such notice in English. AXA will also make available, an
English version of its Annual Report, which include audited consolidated financial statements and semi-annual reports,
which include unaudited interim consolidated financial information. In addition, at the request of owners of ADR and
upon receipt from AXA, The Bank of New York will make available to such owners other reports and communications
received by it or made generally available to it.
Voting of the underlying ordinary shares
Under the deposit agreement, an ADR owner is entitled, subject to any applicable provisions of French law, AXA’s
statuts and its bylaws and the Deposited Securities, to exercise the voting rights attached to the ordinary shares
represented by its ADSs. The Bank of New York will send to ADR owners English-language summaries of any materials
or documents provided by AXA for the purpose of exercising voting rights. The Bank of New York will also send to ADR
owners instructions for the exercise of voting rights, as well as a voting instruction card and a statement as to how the
underlying ordinary shares will be voted if it receives blank or improperly completed voting instructions.
If The Bank of New York receives properly completed voting instructions, on or before the date specified, it will either,
in its discretion, vote the Deposited Securities in accordance with any non discretionary instructions or insofar as
practical and permitted under any applicable provisions of French law and AXA’s statuts forward the instructions to the
custodian. If the voting instructions are forwarded to the custodian, the custodian will endeavor, insofar as practicable
and permitted under applicable provisions of French law and AXA’s statuts, to vote, or cause to be voted, the Deposited
Securities in accordance with any non-discretionary instructions. The Bank of New York will only vote ordinary shares
or other securities that the ADRs represent in accordance with the ADR holder’s instructions. It will not vote if it receives
a blank or an improperly completed proxy card. If it receives a properly comple ted proxy with blank voting instructions,
it will vote for AXA proposals and against non-AXA proposals.
In accordance with French law and the statuts of AXA, ordinary shares that have been fully paid and registered in the
name of the same holder for at least two full fiscal years will be entitled to double voting rights. Similarly, ADRs that have
been beneficially owned by the same holder for two full fiscal years or more and representing ordinary shares held in
registered form for two full fiscal years or more, may be entitled to double voting rights. No other ADRs will be entitled
to double voting rights. In order to be eligible for double voting rights, each such owner of the ADRs must follow
procedures established by The Bank of New York to ensure that the ordinary shares underlying the ADSs evidenced
by the ADRs are held in registered form and that the beneficial owner of the ADRs evidencing the ADSs representing
these ordinary shares has been the same for at least two full years.
Changes affecting Deposited Securities
If there is any change in nominal value or any split-up, consolidation, or other reclassification of Deposited Securities,
or any recapitalization, reorganization, merger or consolidation or sale of assets involving AXA, then any securities that
The Bank of New York or the custodian receives in respect of Deposited Securities will, subject to the terms of the
deposit agreement and applicable law, become new Deposited Securities under the deposit agreement. Each ADR will,
subject to the terms of the deposit agreement and applicable law, represent its share of the new Deposited Securities,
unless The Bank of New York delivers additional or new ADRs as described in the following sentence. The Bank of
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New York may, and will, at AXA’s request, distribute additional ADRs or ask ADR owners to surrender their outstanding
ADRs in exchange for new ADRs describing the new Deposited Securities.
Amendment of the deposit agreement
The Bank of New York and AXA may agree to amend the form of the ADRs and the deposit agreement at any time,
without the consent of the ADR holders. If the amendment adds, or increases any fees or charges (other than taxes or
other governmental charges), or prejudices an important right of ADR holders, it will not take effect as to outstanding
ADRs until 90 days after The Bank of New York has mailed the ADR owners a written notice of any such amendment
or amendments. At the expiration of the 90 day-period, each ADR owner by continuing to hold its ADRs, will be
considered to agree to the amendment or amendments and to be bound by the deposit agreement as so amended.
The Bank of New York and AXA may not amend the deposit agreement or the form of ADRs to impair ADR owner’s
rights to surrender their ADRs and receive the ordinary s hares and any other property represented by their ADRs,
except as is necessary to comply with mandatory provisions of applicable law.
Termination of the deposit agreement
The Bank of New York will terminate the deposit agreement if AXA asks it to do so and will notify the ADR holders at
least 30 days before the date of termination. The Bank of New York may likewise terminate the deposit agreement upon
at least 30 days notice to AXA and the owners of ADRs if it resigns and a successor depositary has not been appointed
by AXA and accepted its appointment within 90 days after The Bank of New York has given AXA notice of its
resignation. After termination of the deposit agreement, The Bank of New York will no longer register transfers of ADRs,
distribute dividends to the ADR owners, accept deposits of ordinary shares, give any notices, or perform any other acts
under the deposit agreement whatsoever, except that The Bank of New York will continue to:
– collect dividends and other distributions pertaining to Deposited Securities;
– sell rights as provided in the deposit agreement and summarized under the heading “Dividends, other distributions
and rights
– Rights to subscribe for additional ordinary shares and other rights” above; and
– deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the
net proceeds of the sale of any rights or other property, in exchange for surrendered ADRs.
One year after termination, The Bank of New York may sell the Deposited Securities and hold the proceeds of the sale,
together with any other cash then held by it, for the pro-rata benefit of ADR holders that have not surrendered their
ADRs. The Bank of New York will not have liability for interest on the sale proceeds or any cash it holds.
Transfer of ADRs
ADRs are transferable upon surrender by the ADR holder, if the ADRs are properly endorsed and accompanied by the
proper instruments of transfer. The Bank of New York will execute and deliver a new ADR to the person entitled to it.
The Bank of New York may not suspend the surrender of ADRs and withdrawal of Deposited Securities, except for:
– temporary delays caused by the closing of transfer books maintained by The Bank of New York, AXA or its transfer
agent or registrar;
– temporary delays caused by the deposit of ordinary shares in connection with voting at a shareholders’ meeting or
the payment of dividends;
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– payment of fees, taxes and similar charges; or
– compliance with laws or governmental regulations relating to the ADRs or to the withdrawal of Deposited Securities.
The Bank of New York may refuse to deliver ADRs or to register transfers of ADRs when the transfer books maintained
by The Bank of New York or AXA’s transfer agent or registrar are closed, at any time that The Bank of New York or AXA
thinks it is advisable to do so, or if the transfer-related and other applicable fees have not been paid.
Charges of depositary
To the extent permitted by applicable law or the rules of any securities exchange upon which ADSs are listed or traded,
The Bank of New York will charge any party depositing or withdrawing ordinary shares or any party surrendering ADRs
or to whom ADRs are issued, including, without limitation, issuance pursuant to a stock dividend or stock split declared
by AXA or an exchange of stock regarding the ADRs or Deposited Securities or a distribution of ADRs pursuant to the
deposit agreement, where applicable:
– taxes and other governmental charges;
– any registration fees to be paid in connection with transfers of ordinary shares generally;
– a fee of $5.00 or less per 100 ADSs (or portion thereof) for the execution and delivery of ADRs and the surrender of
ADRs for the purpose of withdrawal of Deposited Securities;
– a fee of $.02 or less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement,
except in the case of a cash dividend or other cash distribution received from AXA on any Deposited Securities;
– a fee for the distribution of securities pursuant to the deposit agreement in an amount equal to the fee for the
execution and delivery of ADRs referred to above which would have been charged as a result of the deposit of these
securities, but which securities are instead distributed by The Bank of New York to owners of ADRs and the net
proceeds distributed; and
– other expenses which are to be borne by persons depositing ordinary shares or owners of ADRs under the deposit
agreement, including transmission expenses and reasonable expenses incurred by The Bank of New York in the
conversion of foreign currency.
Liability of holders of ADRs for taxes
If any tax or other governmental charge becomes payable by the custodian or The Bank of New York with respect to
any ADR or any Deposited Securities, such tax or other governmental charge will be payable by the holder of the ADR
to The Bank of New York. The Bank of New York may refuse to effect registration of any transfer of that ADR or any
withdrawal of Deposited Securities until payment is made, and may withhold any dividends or other distributions, or,
after reasonably attempting to notify the relevant holder, may sell for the account of that owner, any part or all of the
Deposited Securities underlying that ADR and may apply any dividends, distributions or the proceeds of any sale to pay
any tax or other governmental charge. In this case, the relevant ADR owner will remain liable for any deficiency.
Governing law
The Deposit Agreement is governed by the laws of the State of New York.
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Limitation of liability
AXA and The Bank of New York assume no obligation nor will they be subject to any liability under the deposit
agreement to holders or beneficial owners of ADRs, other than to perform their respective obligations specifically
described in the deposit agreement without negligence, wilful misconduct or bad faith.
Material contracts
There have been no material contracts (outside the ordinary course of business) during the last two years to which the
Company is a party, except as disclosed in this Annual Report.
Exchange controls and other limitations affecting foreign security holders
Under current French foreign exchange control regulations, there are no limitations on the amount of cash payments
that may be remitted by AXA to residents of the United States. Laws and regulations concerning foreign exchange
controls do require, however, that all payments or transfers of funds made by a French resident to a non-resident be
handled by an accredited financial intermediary. In France, all registered banks and substantially all credit
establishments are accredited financial intermediaries.
Under current French company law and AXA’s statuts, there are no general limitations on the right of non-resident or
non-French persons to own or, where applicable, vote the ordinary shares, whether held in the form of ordinary shares
or ADSs. However, both European Union and non-European Union residents must file a déclaration administrative or
administrative notice, with French authorities in connection with the acquisition of a controlling interest in any French
company. Under existing administrative foreign direct investment regulations and administrative rulings, ownership by
non-residents of France of more than 33.33% of a listed company’s share capital or voting rights is regarded as a
controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances. The
factors that will be taken into account in making that determination include the existence of:
– an option of the acquiring party to buy additional shares,
– loans and guarantees granted by the acquiring party to the French company in amounts evidencing control over the
financing of the French company, and
– patent licenses granted by an acquiring party or management of technical assistance agreements with the acquiring
party that place the French company in a dependent position vis-à-vis that party or its group.
Under current French insurance regulations, any person, or group of persons acting in concert, who is not a resident
of a member state of the European Economic Area must obtain authorization from the French Ministry of the Economy
prior to entering into a transaction to acquire a direct or indirect interest, or to increase or decrease its direct or indirect
interest, in AXA if such transaction would allow that person, or group of persons acting in concert, to (i) acquire control
of, or cease to control, AXA or (ii) increase its interest to 10%, 20%, 33.33% or 50% of AXA’s voting power, including,
in each case, through the holding of ADRs representing ADSs.
Furthermore, any such transaction allowing such person, or group of persons acting in concert, to hold ordinary shares
representing in aggregate in excess of 5% of AXA’s voting power requires that person to provide prior notice to the
French Ministry of the Economy.
No prior authorization is required for such a transaction entered into by a person, or group of persons acting in concert,
who is a resident of a member state of the European Economic Area, although that person, or group of persons, is
required to provide the French Ministry of the Economy with notice upon completion of the transaction.
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Taxation
The following generally summarizes the material U.S. federal income tax and French tax consequences to U.S. Holders
of the ownership and disposal of ordinary shares or ADRs representing ADSs. For purposes of this discussion “U.S.
Holder” is any one of the following:
– an individual who is a citizen or resident of the United States,
– a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States
or of any political subdivision of the United States, including the District of Columbia,
– an estate, the income of which is subject to U.S. federal income taxation regardless of its source,
– a trust, if a court within the United States is able to exercise primary supervision over the trust and one or more U.S.
persons have the authority to control all substantial decisions of the trust, or
– a person otherwise subject to U.S. federal income tax on its worldwide income.
If a partnership holds ordinary shares or ADRs representing ADSs, the tax treatment of a partner will generally depend
upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding these ordinary
shares or ADRs should consult their tax advisors as to the tax consequences of owning or disposing of ordinary shares
or ADRs representing ADSs, as applicable.
A “Non-US Holder” is a holder that is not a U.S. Holder. This discussion does not address the U.S. federal, local, state,
foreign or other tax consequences to Non-US Holders as a result of the ownership or disposal of ordinary shares or
ADRs representing ADSs.
This summary is not a complete description of all of the tax consequences of the ownership or disposition of ordinary
shares or ADRs representing ADSs. It is based on the current tax laws and regulations of France and the United States,
including, among others, United States Internal Revenue Code of 1986, as amended (which we refer to in this Annual
Report as the “Code”), its legislative history, temporary, existing and proposed Treasury Regulations, Internal Revenue
Service rulings and judicial opinions as well as the Convention between the United States and The Republic of France
for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital
dated August 31, 1994 (which we refer to in this Annual Report as the “Treaty”), all as currently in effect on the date of
this Annual Report and all subject to change, possibly with retroactive effect. Your indi vidual circumstances may affect
the tax consequences of the ownership or disposition of ordinary shares or ADRs representing ADSs, and your
particular facts or circumstances are not considered in the discussion below.
The summary is not intended to apply to holders of ordinary shares or ADRs representing ADSs in particular
circumstances, such as:
– dealers in securities,
– traders in securities who elect to apply a mark-to-market method of accounting,
– financial institutions,
– regulated investment companies,
– tax-exempt organizations,
– insurance companies,
– persons holding ordinary shares or ADRs representing ADSs as part of a hedging, straddle, conversion or other
integrated transaction,
– U.S. Holders who hold ordinary shares or ADRs representing ADSs other than as capital assets,
– persons whose functional currency is not the U.S. dollar,
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– certain U.S. expatriates,
– persons subject to the U.S. alternative minimum tax, and
– holders of ordinary shares or ADRs representing ADSs that own directly or indirectly or are deemed to own, five
percent or more of either the total voting power or the total value of the AXA Shares or that carry on a trade or
business in France through a permanent establishment or fixed base for the purpose of which ordinary shares or
ADRs have been acquired or held.
For purposes of the Treaty, French tax law and the Code, U.S. owners of ADRs will be treated as owners of ordinary
shares underlying the ADSs represented by those ADRs.
Furthermore, although this summary generally applies to relevant holders whether or not they are employees of AXA or
its affiliates, this summary does not describe all the tax considerations relevant to persons who acquired ordinary shares
or ADRs representing ADSs pursuant to the exercise of an incentive stock option.
French taxation: taxation of dividends-withholding tax
France generally imposes a 25% withholding tax on dividends distributed in cash or in the form of ordinary shares by
a French corporation (such as AXA) to shareholders who are not residents of France for French tax purposes. However,
the Treaty generally reduces the withholding tax rate to 15% on dividends paid in cash or in the form of shares to an
“Eligible U.S. Holder”.
Under the Treaty, an “Eligible U.S. Holder” is a U.S. Holder whose ownership of ordinary shares or ADRs representing
ADSs is not attributable to a permanent establishment or fixed base in France and who is (i) an individual or other non-
corporate holder, or (ii) a corporation that does not own, directly or indirectly, 10% or more of the capital of AXA,
provided in each case that that holder:
– is a resident of the United States under the Treaty,
– is entitled to Treaty benefits under the limitation on benefits provisions in Article 30 of the Treaty, and
– complies with certain procedural rules to obtain Treaty benefits.
If a U.S. Holder is a corporation that owns, directly or indirectly, 10% or more of the capital of AXA, the withholding tax
rate will be reduced to 5%, provided that all other requirements set forth in the preceding paragraph are met.
The AXA shareholders should consult their own tax advisors to determine whether the Treaty provisions are applicable
to their particular situation and which formalities need to be complied with in order to obtain Treaty benefits.
Tax on sale or redemption of AXA ordinary shares or ADRs
Under the Treaty, no French tax is levied on any capital gain derived from the sale of AXA ordinary shares or ADRs
representing ADSs by a U.S. Holder who:
– is a resident of the United States under the Treaty,
– is entitled to Treaty benefits under the limitation on benefits provisions of Article 30 of the Treaty, and
– does not have a permanent establishment in France to which the ordinary shares or ADRs are attributable to or, in
the case of an individual, who does not maintain a fixed base in France to which the ordinary shares or ADRs are
effectively connected.
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Under French domestic tax law, part of the gain realized by a shareholder on redemption of ordinary shares by AXA and
equal to the difference between (i) the redemption price and (ii) the share capital and share issue premiums’ amounts
contributed to AXA will generally be treated as a dividend and will be subject to French dividend withholding tax as
described above under “Taxation of Dividends – Withholding Tax”. The excess gain, if any, will be treated as a capital
gain.
French transfer and stamp taxes
Transfers of AXA ordinary shares and ADRs representing ADSs will not be subject to French transfer taxes unless the
transfer is effected by means of a written agreement that is executed or enforced within France. Should such written
agreement be executed or enforced in France, it would be subject to transfer taxes at the rate of 1.1% up to a maximum
of 4,000 euros per transfer.
In certain cases, a stock exchange stamp tax also may be payable.
French estate, gift and wealth taxes
A transfer of ordinary shares or ADRs representing ADSs by gift by, or by reason of death of, a U.S. Holder that would
be subject to French gift or inheritance tax under French domestic tax law will not be subject to such French tax by
reason of the Convention between the United States of America and the French Republic for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 unless:
– the donor or decedent is domiciled in France within the meaning of that Convention at the time of making the gift, or
at the time of his or her death, or
– the ordinary shares or ADRs were used in, or held for use in, the conduct of business through a permanent
establishment or a fixed base in France.
Under French tax law and the Treaty, the French wealth tax generally does not apply to U.S. Holders that are not
individuals or in the case of natural persons, who, directly or indirectly, own alone or with their parents, ordinary shares
or ADRs representing the right to less than 25% of AXA’s profits.
Material U.S. federal income tax considerations for U.S. Holders:
taxation of dividends
For U.S. federal income tax purposes, the gross amount of a distribution by AXA to U.S. Holders, including any
amounts of French tax withheld, will be treated as dividend income to the extent paid out of AXA’s current or
accumulated earnings and profits, as determined for U.S. federal income tax purposes. If a U.S. Holder has the option
to receive a distribution either in cash or in the form of ordinary shares, and such U.S. Holder chooses to receive
ordinary shares (a “Stock Distribution”), such U.S. Holder will be treated for purposes of the preceding sentence as
having received a distribution to the extent of the fair market value of these ordinary shares. That dividend income will
not be eligible for the dividend received deduction generally allowed to corpora tions under Section 243 of the Code. To
the extent that an amount received by a U.S. Holder exceeds the U.S. Holder’s allocable share of AXA’s current and
accumulated earnings and profits, the excess will be applied first to reduce the Holder’s basis in his or her ordinary
235
shares or ADRs, and then, any remaining excess would constitute gain from the deemed sale or exchange of his or her
ordinary shares or ADRs. See “Tax on Sale or Exchange of Ordinary Shares or ADRs” below.
For U.S. federal income tax purposes, dividends will be taxable to the U.S. Holder of ordinary shares or ADRs
outstanding on the record date established by French law, which in the case of an annual dividend will be fixed by the
shareholders at the shareholders’ meeting approving the distribution of dividends, and in the case of an interim dividend
will be fixed by the Management Board approving the distribution of interim dividends. The amount recognized as
dividend income by a U.S. Holder will be equal to the U.S. dollar value of the distributed Euro, or, in case of a Stock
Distribution, the ordinary shares, on the date of the recognition of the dividend for U.S. federal income tax purposes,
regardless of whether the payment is in fact converted into U.S. dollars. The Euro distributed will have a tax basis equal
to their U.S. dollar value at such time. Any gain or loss realized upon a subsequent conversion or other dis position of
the Euro will be treated as ordinary income or loss from sources within the United States.
As discussed above, payments of dividends to a U.S. Holder will be subject to French withholding tax. For U.S. federal
income tax purposes, a U.S. Holder may generally elect to treat these French withholding taxes as either a deduction
from gross income or a credit against the U.S. federal income tax liability of that U.S. Holder. The maximum foreign tax
credit allowable generally, is equal to the U.S. Holder’s U.S. federal income tax liability for the taxable year multiplied by
a fraction, the numerator of which is the U.S. Holder’s taxable income from sources without the United States and the
denominator of which is the U.S. Holder’s taxable income from all sources for the taxable year. That foreign tax credit
limitation is applied separately to different “baskets” of income. For purposes of applying the foreign tax credit limitation,
dividends are generally included in the “passive income” ; basket or, if received by certain holders and certain other
conditions are met, the “financial services income” basket.
In the case of an Eligible U.S. Holder, if the full withholding tax rate of 25% is applied, the refundable portion of the tax
withheld by AXA or the French paying agent, which represents the difference between the 25% and the 15% tax rates,
would not be eligible for the foreign tax credit.
Tax on sale or exchange of AXA ordinary shares or ADRs
For U.S. federal income tax purposes, a U.S. Holder generally will recognize gain or loss on any sale, exchange or other
disposition of ordinary shares or ADRs representing ADSs, unless a specific non recognition provision applies. That gain
or loss will be measured by the difference between the U.S. dollar value of the amount of cash, and the fair market
value of any other property, received and the U.S. Holder’s tax basis in the ordinary shares or the ADRs, determined in
U.S. dollars. A U.S. Holder’s tax basis in the ordinary shares or the ADRs will generally equal the amount paid by that
U.S. Holder for the ordinary shares or the ADRs or, in the case of ordinary shares acquired by way of Stock Distribution,
the amount included in income at the time of the Stock Distribution.
Gain or loss arising from a sale or exchange of ordinary shares or ADRs will be capital gain or loss if these ordinary
shares or ADRs are held as capital assets by the U.S. Holder, and will be short-term or long-term depending whether
the holding period of the U.S. Holder for these ordinary shares or ADRs exceeds one year. In general, gain from a sale
or exchange of ordinary shares or ADRs by a U.S. Holder will be treated as United States source income for foreign tax
credit limitation purposes.
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Backup withholding and information reporting
Under certain circumstances, a U.S. Holder who is an individual may be subject to information reporting requirements
and backup withholding, currently at a 30% rate on dividends received on ordinary shares or ADRs representing ADSs.
This withholding generally applies only if that individual holder:
– fails to furnish his or her taxpayer identification number to the U.S. financial institution that is in charge of the
administration of that holder’s ordinary shares or ADRs or any other person responsible for the payment of dividends
on the ordinary shares or ADRs,
– furnishes an incorrect taxpayer identification number,
– is notified by the U.S. Internal Revenue Service that he or she has failed to properly report payments of interest and
dividends and the U.S. Internal Revenue Service has notified AXA that such individual holder is subject to backup
withholding, or
– fails under specified circumstances, to comply with applicable certification requirements.
Any amount withheld from a payment to a U.S. Holder under the backup withholding rules will be allowable as a credit
against such U.S. Holder’s U.S. federal income tax liability, provided that the required information is furnished to the
U.S. Internal Revenue Service.
U.S. Holders should consult their own tax advisor as to the application of the U.S. federal information reporting and
backup withholding requirements to them and their qualification, if any, for an exemption under these rules as well as
the particular tax consequences to them of owning and disposing of ordinary shares and ADRs representing ADSs
under U.S. federal, state, local and foreign law.
U.S. state and local taxes
In addition to U.S. federal income taxes, U.S. Holders may be subject to U.S. state and local taxes with respect to their
ordinary shares or ADRs representing ADSs. U.S. Holders should consult their own tax advisors regarding such
matters.
Documents on display
AXA files reports with the SEC that contain financial information about AXA and its results or operations. Anybody may
read or copy any document that AXA files with the SEC at the Securities and Exchange Commission’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Anybody may obtain information about the Public Reference
Room by calling the SEC for more information at 1-800-SEC-0330. All of AXA’s SEC filings made after September 20,
2002 are available to the public at the SEC website athttp://www.sec.gov. AXA’s website athttp://www.axa.com
includes information about AXA’s business. The content of AXA’s website is not incorporated by reference into this Form
20-F. The public may also inspect any reports and other information we file with the Securities and Exchange
Commission at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
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Item 11: Quantitative and
Qualitative Disclosures About
Market Risk
ORGANIZATION
OF RISK MANAGEMENT AT AXA
Please refer to note 4 “Financial and insurance risk management” included in Item 18 of this Annual Report.
MARKET RISKS
(EXCLUDING SENSITIVITIES)
Please refer to note 4 “Financial and insurance risk management” included in Item 18 of this Annual Report.
Analysis of sensitivity to interest rates,
equity prices and exchange rates
AXA performs sensitivity analyses to estimate Group exposure to movements in interest rates, equity prices and exchange rates. These analyses quantify the potential impact on the Group of positive and adverse changes in financial markets.
The AXA Group analyses sensitivity to movements in interest rates and equity markets in three main ways:
– It analyses the sensitivity of European Embedded Value (EEV1) in the Life & Savings business.
– It analyses the sensitivity of the fair value of assets less liabilities for the Property & Casualty business.
– It analyses the sensitivity of the fair value of Group debt to movements in interest rates.
(1) “Embedded Value” (EV) is a valuation methodology often used for long-term insurance business. It attempts to measure the present value of
cash available to shareholders now and in the future. “European Embedded Value” (EEV) is a refinement of this methodology based on
Principles issued by the CFO Forum of European Insurers, which AXA adopted during 2005. AXA publishes EEV only for its Life & Savings
business. The value can be considered in two pieces:
1) “Adjusted Net Asset Value” (ANAV) which measures the current balance sheet wealth,
2) “Value of Inforce” (VIF) which measures the present value of future shareholder profits for business currently in the portfolio, adjusted for
the cost of holding capital that cannot be distributed while the business is in force.
EEV is not an estimate of AXA’s “fair value”, regardless of how one might define “fair value”. It does not include the value of business to be
sold in the future, and it includes only Life & Savings activity.
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These analyses cover AXA S.A., which carries most of the Group’s debt, along with the largest subsidiaries in France, the USA, the UK, Belgium, the Netherlands, Germany, Southern Europe (Spain, Portugal and Italy), Australia, Hong Kong and Japan. These analyses also include the Winterthur Group. At December 31, 2006, these subsidiaries represented more than 95% of AXA’s consolidated invested assets and technical reserves within its insurance operations.
Sensitivity of economic value to variations in interest rates and equity markets
Interest rates
The purpose of these analyses is to estimate changes in the economic value of assets and liabilities in the event of
parallel 100-basis-point upward or downward shift in the risk-free bond yield curve in the country in which each
subsidiary operates.
In the Group’s Life & Savings business, a parallel 100-basis-point downward shift in the risk-free bond yield curve would
reduce EEV by€1.5 billion.
It would also increase the fair value of Group debt by an estimated€0.7 billion. On the other hand, it would increase
the fair value of assets net of liabilities in the Property & Casualty business by an estimated€0.8 billion.
The overall impact of these three factors in the event of a 100-basis-point fall in interest rates is therefore€–1.4 billion.
In the event of a 100-basis-point upward shift in the risk-free bond yield curve, EEV in the Life & Savings business would
be unchanged overall. It would reduce the Group’s debt by€0.7 billion. These factors would be offset by a€0.7 billion
fall in the fair value of assets net of liabilities in the Property & Casualty business.
The overall impact of these three factors assuming this 100-basis-point rise in interest rates is therefore neutral.
Equity markets
The purpose of these analyses is to estimate changes in the economic value of assets and liabilities in the event of a
10% rise or fall in the main equity markets.
In the event of a 10% fall in the equity markets, calculations suggest a negative€2.0 billion impact on EEV in the Life
& Savings business.
The same decline would cause a€0.9 billion fall in economic value in the Property & Casualty business, since liabilities
in this business are regarded as insensitive to movements in equity markets.
As a result, a 10% fall in the equity markets would have an overall negative impact estimated at€2.8 billion.
In the event of a 10% rise in equity markets, the overall positive impact would be€2.8 billion.
This breaks down into a positive€1.9 billion effect on EEV in the Life & Savings business and a positive€0.9 billion
impact on the fair value of the Property & Casualty business.
Sensitivity to exchange rate fluctuations
As mentioned in Item 18 - note 4.2.3, each operational entity has the task of ensuring the congruence between foreign-
currency-denominated assets and liabilities. In many countries, this congruence is covered by specific standards issued
and monitored by the regulatory authorities.
At Group level, in order to calculate AXA’s potential exposure to foreign currency fluctuations, movements of the major foreign currencies have been analyzed in terms of their impact on Group net income in euros. The scenario that resulted in the most adverse effects for AXA was a decline in all currencies against the Euro, or a rise in the Euro against these currencies.
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In 2006, a 10% increase in the Euro against all other currencies would have had an approximately€73 million negative
impact on AXA’s net income, taking into account hedging, particularly on U.S. dollar movements. The same scenario
applied to the end-2005 position would have resulted in a negative impact of€61 million on AXA’s 2005 net income.
This low sensitivity of AXA’s net income to a rise in the Euro is stable over time. It results from the quality of hedging
arranged, particularly on the U.S. dollar (the main contributor currency to Group income after the Euro) but also on other
major currencies (GBP and JPY). This hedging is arranged systematically at the start of each year.
Limitations to sensitivity analyses
The results of the analyses presented above must be examined with caution due to the following factors:
- Only the assets and liabilities defined at the start of the sensitivity analysis section were included in the scope of
estimates regarding sensitivity of fair values to market fluctuations.
- The “snapshot” analyses presented do not take into consideration the fact that the asset-liability management carried
out by the various Group entities to minimize exposure to market fluctuations is an active and dynamic strategy. As
market indices fluctuate, these strategies may involve buying and selling investments, changing investment portfolio
allocations or adjusting bonuses credited to policyholders.
- In addition, these sensitivity analyses do not take into account the impact of market changes on new business, which is
a critical component of future profitability. Like its industry peers, AXA would reflect adverse market changes in the pricing
of new products. These analyses do not include the possible impact of these movements on business levels. A fall in
interest rates would increase the value of bond assets and would increase revenues from asset management activities.
Other limitations of these sensitivity analyses include:
- the use of hypothetical market movements that do not necessarily represent management’s view of expected future
market changes;
- the assumption that interest rates in all countries move identically and that all global currencies move in tandem with
the Euro;
- the lack of correlation between interest rates, equity prices and foreign currency exchange rates.
Taken together, these factors limit the ability of these analyses to predict accurately the actual trend in the fair value of
assets and liabilities and in AXA’s future earnings.
Credit risks
Please refer to note 4 “Financial and insurance risk management” included in Item 18 of this Annual Report.
Item 12: Description of securities
other than Equity Securities
Not applicable.
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PART II
Item 13: Defaults, Dividend
Arrearages and Delinquencies
Not applicable.
Item 14: Material modifications
to the Rights of Security Holders
and Use of Proceeds
Not applicable.
Item 15: Disclosure Controls
and Procedures
As of December 31, 2006 (the “Evaluation Date”) the Company conducted an evaluation, pursuant to Rule 13a-15
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the effectiveness of the
design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date, subject to the qualification below
with respect to Winterthur Group, such disclosure controls and procedures provide reasonable assurance as to
effectiveness at that date.
Since the Evaluation Date, subject to the qualification below with respect to Winterthur Group, there have been no
significant changes in the Company’s internal control over financial reporting that occurred during the period covered
by this Annual Report that has materially affected, or is reasonable likely to materially affect, the Company’s internal
controls over financial reporting.
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Management’s report on internal control
over financial reporting
Management, including AXA’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and
maintaining adequate internal control over the AXA’s financial reporting.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of internal control over financial reporting with respect to
AXA based on the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Based on this evaluation and subject to the qualification below with respect to
Winterthur Group, management concluded that AXA’s internal control over financial reporting was effective as of
December 31, 2006.
Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006,
was audited by PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report
beginning on page [F-1] of this Annual Report.
Qualification with respect to Winterthur Group
AXA acquired Winterthur Group on December 22, 2006. Winterthur Group is wholly owned by AXA and has total assets
representing approximately 16% of AXA’s related consolidated financial statements’ amount as of the year ending
December 31, 2006. Since the closing of the acquisition of Winterthur, AXA management has been in the process of
integrating Winterthur and evaluating the design and effectiveness of Winterthur’s internal controls over financial
reporting as well as the operation of Winterthur Group’s disclosure controls and procedures. This integration process
and evaluation is continuing as of the date of this annual report. Consequently, AXA’s Chief Executive Officer and Chief
Financial Officer express no opinion as to the effectiveness of the design and operation of Winterthur Group’s disclosure
controls and procedures as of the Evaluation Date. During 2007, AXA management expects to cont inue its evaluation
as it pursues the integration of Winterthur Group. AXA management expects that this integration process will involve
certain adjustments to Winterthur Group’s overall internal control environment including implementation of new
procedures and controls and adjustments to information technology systems.
For additional information regarding the Winterthur Group acquisition, please see Item 5 – December 31, 2006
Operating Highlights – Main Events – Significant Acquisitions and Disposals.
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Item 16
A) Audit Committee Financial Expert
AXA’s Supervisory Board has created an Audit Committee which operates in accordance with an Audit Committee Charter that defines the Committee’s responsibilities. AXA’s Supervisory Board has reviewed the qualifications of all Audit Committee members and believes, based on their considerable business and financial experience, that all members of the Committee are financially literate, have the requisite experience and qualifications to fulfill their duties as Audit Committee members. As of December 31, 2006, the Supervisory Board had determined that Messrs Dautresme and Hamilton, who were considered independant according to the criteria contained in the Bouton report and the Sarbanes-Oxley Act, came within the definition “financial experts” as set forth in the instructions to Item 16A and had designated both of them as the Audit Committee’s financial experts. David Dautresme resigned from the Audit Committee on May 14, 2007. At the Audit Committee held on June 19, 2007, the Audit Committee determined that, in addition to Anthony Hamilton, Messrs. Lachman and Folz came within the definition "financial experts" as set forth in the instructions to Item 16A and should also be designated as Committee financial experts. Messrs Hamilton, Lachman and Folz are independent according to the criteria contained in the Bouton report and the Sarbanes-Oxley Act. Their designation as "financial experts" coming within the definition set forth in the instructions to Item 16A shall be submitted to the Supervisory Board for approval. For additional information concerning the Audit Committee including the scope of its responsibilities, its composition and the business experience and qualifications of its members, please see Item 6 of this Annual Report.
B) Code of Ethics
In February 2004, AXA’s Supervisory Board adopted the AXA Group Compliance and Ethics Guide which includes,
among other policies, a Code of Ethics that applies to directors, officers and employees of AXA Group companies
worldwide, including AXA’s principal executive, financial and accounting officers. During 2006, no amendments were
made to and no waivers were granted in respect of the Code of Ethics. An updated version of AXA Group Compliance
and Ethics Guide, including a restructured Code of Ethics (which added certain new provisions) and a new
“whistleblower” policy (revised to reflect newly issued French rules concerning whistleblower policies), was distributed
in March 2006.
The AXA Group Compliance and Ethics Guide is posted on AXA’s website:
www.axa.com/lib/en/uploads/refdoc/compliance/AXA_ComplianceGuide_2006.pdf
In the event the company amends its code of ethics or grants a waiver that would otherwise require disclosure in its
20-F, the Company will instead disclose the required information of the website above.
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C) Principal Accountant Fees and Services
Fees and Services
PricewaterhouseCoopers (PwC) has served as AXA’s independent public accountant for each of the fiscal years in the
three-year period ended December 31, 2006 with respect to the audited financial statements that appear in this Annual
Report.
The following table presents the aggregate fees for audit and permitted non-audit services rendered by PwC to AXA
and its consolidated subsidiaries in 2006 and 2005:
In Euro million | |||||||
PricewaterhouseCoopers | |||||||
2006 | 2005 | ||||||
Audit fees | 48.7 | 24.8 | |||||
Audit related services | 5.5 | 8.0 | |||||
Tax fees | 4.5 | 3.3 | |||||
Other non audit fees | 0.2 | 0.5 | |||||
TOTAL | 58.9 | 36.6 | |||||
Fees for audit of investment funds (SEC registered and non registered) | 8.9 | 7.5 | |||||
TOTAL | 67.8 | 44.1 |
Audit fees consist of fees billed for the audit of consolidated financial statements of AXA and its subsidiaries, audits of
subsidiary financial statements (including statutory audits required by local law), review of interim financial statements
and other procedures required to be performed by PwC in connection with these reviews and/or the issuance of its
audit opinions. Audit fees also include fees for services performed by PwC that are closely related to the audit and in
many cases could only be provided by our independent auditors. Such services include comfort letters and consents
provided in connection with capital raising activities, certain reports, attestations, or similar documents relating to
regulatory filings by AXA and its subsidiaries, reviews of AXA’s internal controls, including reviews and testing of
information systems, and consultations relating to periodic audit or reviews.
Audit related fees consist of fees billed by PwC for services that are related to the performance of the audit or review
of the consolidated financial statements of AXA and its subsidiaries. Audit related services include due diligence
services in connection with potential business acquisitions or disposals, accounting consultations related to accounting
standards, financial reporting or disclosure matters not classified as audit services, including assistance with
understanding and implementing new accounting and financial reporting guidelines, audits of employee benefit plans,
specific agreed upon procedures required from time to time in order to respond to requests or questions from regulatory
authorities or to comply with financial reporting or other regulatory requirements and assistance with internal control
reporting arrangements.
244
Tax fees consist of fees billed for tax compliance, tax planning and advice, expatriate tax services and similar tax
services.
Other fees for non-audit services consist of fees billed for non-audit services permitted by the SEC’s auditor
independence rules and which the Audit Committee has determined do not otherwise impair the auditor’s
independence or judgment, including advisory services with respect to non-financial systems including risk and control
assessments, and expatriate administration services.
Audit Committee pre-approval policies and procedures
The Audit Committee is responsible, to the extent permitted by French law, for the appointment, compensation,
retention and oversight of AXA’s independent auditors. As part of this responsibility, the Audit Committee pre-approves
all permitted audit and non-audit services performed by the independent auditor, in order to assure that these services
do not impair the auditor’s independence or judgment.
AXA’s Audit Committee has adopted a policy requiring pre-approval of all audit and permitted non-audit services
provided by the independent auditor. The policy identifies the guiding principles that must be considered by the Audit
Committee in approving services to ensure that the independent auditor’s independence is not impaired; describes the
audit, audit related, tax and other non-audit services that may and may not be provided; and sets forth the pre-approval
requirements for all permitted services. The policy provides for general pre-approval of certain specified permitted
services up to€200,000 per engagement and requires specific pre-approval for engagements exceeding that amount
and for all other permitted services. The Audit Committee has also delegated to its Chairman the authority to address
requests for pre-approval of certain specified permitted services with fees up to a maximum of€1,000,000 between
Audit Committee meetings. With respect to PwC, the policy provides that AXA Group companies may engage PwC
only for audit services, certain types of audit related services, and certain tax services.
D) Exemptions from the Listing Standards
for the Audit Committees
AXA’s Audit Committee includes one member, Henri Lachmann, with respect to whom AXA relies on the exemption
from independence requirements afforded by Rule 10A-3(b)(1)(iv)(B) under the Securities Exchange Act of 1934, as
amended. AXA believes that such reliance does not materially adversely affect the ability of the Audit Committee to act
independently or to satisfy the other requirements of Rule 10A-3.
245
E) Purchase of Equity Securities
by the Issuer and Affiliated Purchasers
The table below sets forth the information with respect to the purchases of AXA ordinary shares for the year ended
December 31, 2006, by or on behalf of AXA or any “affiliated purchaser”, as such term is defined in Rule 10b-18(a)(3)
under the Securities Exchange Act of 1934, as amended, except for purchases of ordinary shares delivered in ADRs
pursuant to AXA Financial’s purchase stock option program. This table does not include purchases among “affiliated
purchasers”, as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended.
Year 2006 | Total numberof Shares (or Units)purchased | Average Priceof Shares (or Units)paid per share(or Units)(in euros) | Total Number of Shares (or Units)purchased aspart of publicly announced plansor programs | Maximum numberof Shares (or Units)that yet may bepurchased underthe plans or programs | |||||||||
January 1 to January 31 | 12,110,027 | 27.20 | 12,110,027 | 144,982,339 | |||||||||
February 1 to February 28 | 854,059 | 28.06 | 854,059 | 146,045,536 | |||||||||
March 1 to March 31 | 2,138,475 | 28.78 | 2,138,475 | 144,956,624 | |||||||||
April 1 to April 30 | 3,188,385 | 28.36 | 3,188,385 | 143,647,701 | |||||||||
May 1 to May 31 | 1,528,100 | 27.52 | 1,528,100 | 143,647,701 | |||||||||
June 1 to June 30 | 1,910,941 | 24.42 | 1,910,941 | 144,055,367 | |||||||||
July 1 to July 31 | 763,496 | 25.01 | 763,496 | 163,495,708 | |||||||||
August 1 to August 31 | 1,225,171 | 27.98 | 1,225,171 | 164,798,009 | |||||||||
September 1 to September 30 | 2,251,174 | 28.73 | 2,251,174 | 164,798,009 | |||||||||
October 1 to October 31 | 3,372,420 | 30.18 | 3,372,420 | 180,560,168 | |||||||||
November 1 to November 30 | 2,860,972 | 29.80 | 2,860,972 | 181,196,705 | |||||||||
December 1 to December 31 | 962,061 | 29.53 | 962,061 | 182,783,248 | |||||||||
TOTAL | 33,165,281 | 27.97 | 33,165,281 | – |
246
The information provided in the above table relate to the 2 share purchase programs approved by the AXA General
Meeting.
a. Dates each plan or program was announced:
The first share purchase program was announced on April 20, 2005.
The second share purchase program was announced on May 4, 2006.
b. Amount (or share or unit amount) approved:
The first share purchase program was approved for a maximum purchase of€5,936,862,925.
The second share purchase program was approved for a maximum purchase of€7,028,422,290.
c. Expiration date (if any) of each plan or program:
The first share purchase program was first planned to expire on May 4, 2006.
The second share purchase program was first planned to expire on November 3, 2007.
d. Plan or program that has expired during the period covered by the table:
The first share purchase program expired on May 4, 2006.
The second share purchase program expired on May 14, 2007.
e. Plan or program the issuer has determined to terminate prior to expiration, or under which the issuer does not intend
to make further purchases.
Not applicable.
247
PART III
Item 17: Financial Statements
Not applicable
Item 18: Financial Statements
Report of Independent Registered Public Accounting Firm | F-1 | |
CONSOLIDATED BALANCE SHEET | F-4 | |
CONSOLIDATED STATEMENT OF INCOME | F-7 | |
STATEMENT OF CONSOLIDATED CASH FLOWS | F-8 | |
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY | F-10 | |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | F-16 | |
Note 1: Accounting principles | F-16 | |
Note 2: Scope of consolidation | F-38 | |
Note 3: Segmental information (Balance sheet and Statement of income) | F-46 | |
Note 4: Financial and insurance risk management | F-54 | |
Note 5: Goodwill | F-77 | |
Note 6: Value of purchased life business inforce | F-90 | |
Note 7: Deferred acquisition costs and similar costs | F-91 | |
Note 8: Other intangible assets | F-94 | |
Note 9: Investments | F-95 | |
Note 10: Investments in associates (equity method) | F-115 | |
Note 11: Receivables | F-117 | |
Note 12: Cash and cash equivalents | F-118 | |
Note 13: Shareholders’ equity, minority interests and other equity | F-119 | |
Note 14: Liabilities arising from insurance and investment contracts | F-127 | |
Note 15: Provisions for risks and charges | F-146 | |
Note 16: Financing debt | F-148 | |
Note 17: Payables | F-151 | |
Note 18: Tax | F-157 | |
Note 19: Derivative instruments | F-162 | |
Note 20: Revenues by segment and net revenues from banking activities | F-180 | |
Note 21: Net investment result excluding financing expenses | F-184 | |
Note 22: Net result of reinsurance ceded | F-188 | |
Note 23: Financing debt expenses | F-189 | |
Note 24: Expenses by type | F-190 | |
Note 25: Employees | F-192 | |
Note 26: Net income per ordinary share | F-209 | |
Note 27: Related-party transactions | F-211 | |
Note 28: Contingents assets and liabilities and unrecognized contractual commitments | F-213 | |
Note 29: Subsequent events | F-220 | |
Note 30: Litigation | F-224 | |
Note 31: Summary of material differences between IFRS and U.S. GAAP | F-233 | |
Note 32: Additional U.S. GAAP disclosures | F-259 | |
The Consolidated Financial Statements also include: | ||
Financial Statement schedule: Parent Company Financial Statements | S-1 |
248
REPORT
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the supervisory board and shareholders of AXA
We have completed an integrated audit of the 2006 consolidated financial statements of AXA and its subsidiaries
(together, the “Company”) and of its internal control over financial reporting as of December 31, 2006 and audits of its
2005 and 2004 financial statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Our opinions, based on our audits, are presented below.
Consolidated financial statements
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of
shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of the Company at
December 31, 2006, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2006 in conformity with International Financial Reporting Standards as adopted by the
European Union. These financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these financial statements based on our audits. We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial stateme nts are
free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion. In addition, in our opinion the financial statement schedule presents fairly,
in all material respects, the information set forth therein when read in conjunction with the related consolidated financial
statements.
As discussed in note 1.11.2, and note 1.12.2 to the consolidated financial statements, the Company changed its
method of accounting for certain perpetual subordinated notes and certain insurance and investment contracts with
discretionary participating features.
International Financial Reporting Standards as adopted by the European Union vary in certain respects from accounting
principles generally accepted in the United States of America. Information relating to the nature and effect of such
differences is presented in notes 31 and 32 of the consolidated financial statements.
F-1
Internal control over financial reporting
Also, in our opinion, management’s assessment, included in “Management’s assessment of the effectiveness of its
internal control over financial reporting,” appearing under Item 15 of its 2006 Annual Report under Form 20-F, that
the Company maintained effective internal control over financial reporting as of December 31, 2006 based on
criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria.
Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2006, based on criteria established inInternal Control – Integrated
Frameworkissued by the COSO. The Company’s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s
internal control over financial reporting based on our audit. We conducted our audit of internal control over financial
reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. An audit of internal control over
financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating
management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we consider necessary in the circums tances. We believe that our audit
provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding p revention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
F-2
As described in AXA’s “Management’s assessment of the effectiveness of its internal control over financial reporting”,
appearing under Item 15 of its 2006 Annual Report under Form 20-F, management has excluded Winterthur Group
from its assessment of internal control over financial reporting as of December 31, 2006 because it was acquired by
the Company on December 22, 2006. We have also excluded Winterthur Group from our audit of internal control over
financial reporting. Winterthur Group is a wholly owned subsidiary of AXA, whose total assets represent approximately
16 % of the related consolidated financial statement amounts as of the year ended December 31, 2006.
Neuilly-sur-Seine, France
June 20, 2007
PricewaterhouseCoopers Audit | |
Michael P. Nelligan | Eric Dupont |
F-3
CONSOLIDATED
BALANCE SHEET
ASSETS | (in Euro million) | ||||||||||||
Notes | December 31, 2006 | December 31,2005Restated | December 31,2004Restated | ||||||||||
5 | Goodwill | 16,070 | 13,559 | 12,204 | |||||||||
6 | Value of purchased business in force(a) | 5,050 | 2,623 | 3,123 | |||||||||
7 | Deferred acquisition costs and equivalent(b)(i) | 15,896 | 14,767 | 12,319 | |||||||||
8 | Other intangible assets | 2,350 | 1,074 | 597 | |||||||||
Intangible assets | 39,365 | 32,023 | 28,243 | ||||||||||
Investments in real estate property | 18,608 | 12,810 | 12,233 | ||||||||||
Invested financial assets(c) | 358,718 | 286,647 | 251,516 | ||||||||||
Loans(d) | 28,856 | 18,332 | 18,114 | ||||||||||
Assets backing contracts where the financial risk is borne by policyholders(e) | 176,562 | 141,410 | 112,387 | ||||||||||
9 | Investments from insurance activities(f) | 582,744 | 459,200 | 394,250 | |||||||||
9 | Investments from banking and other activities(f) | 16,295 | 10,084 | 11,336 | |||||||||
10 | Investments in associates – Equity method | 144 | 208 | 330 | |||||||||
14 | Reinsurer’s share in insurance and investment contracts liabilities | 12,038 | 9,087 | 7,898 | |||||||||
Tangible assets | 1,733 | 1,247 | 1,290 | ||||||||||
Other long-term assets(g) | 456 | 281 | 2,260 | ||||||||||
Deferred policyholder’s participation asset | 460 | – | – | ||||||||||
Deferred tax asset | 3,118 | 3,757 | 3,731 | ||||||||||
Other assets | 5,767 | 5,285 | 7,281 | ||||||||||
Receivables arising from direct insurance and inward reinsurance operations | 11,873 | 9,713 | 8,167 | ||||||||||
Receivables arising from outward reinsurance operations | 805 | 888 | 2,134 | ||||||||||
Receivables arising from banking activities | 14,063 | 12,818 | 11,481 | ||||||||||
Receivables – current tax | 989 | 806 | 412 | ||||||||||
Other receivables(h) | 18,967 | 14,358 | 9,590 | ||||||||||
11 | Receivables | 46,696 | 38,585 | 31,784 | |||||||||
Assets held for sale and relating to discontinued operations(j) | 3,337 | 102 | 62 | ||||||||||
12 | Cash and cash equivalents | 21,169 | 21,402 | 22,494 | |||||||||
TOTAL ASSETS | 727,555 | 575,974 | 503,678 |
(a) Amounts shown gross of tax.
(b) Amounts gross of unearned revenue reserves and unearned fees reserves.
(c) Financial assets excluding loans and assets backing contracts where the financial risk is borne by policyholders.
Includes fixed maturities, equities, controlled and non controlled investment funds.
(d) Includes policy loans.
(e) Includes assets backing contracts with Guaranteed Minimum features.
(f) Also includes trading financial assets and accrued interests.
All financial amounts are shown net of derivatives impact (please refer to note 19).
(g) Includes long-term assets, i.e. when maturity is above 1 year.
(h) Includes short-term assets, i.e. when maturity is below 1 year.
(i) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments on all periods presented. The effect of these
adjustments is set out in note 14.
(j) Including Winterthur, please refer to note 5.
The accompanying notes are an integral part of these consolidated financial statements.
F-4
LIABILITIES AND SHAREHOLDERS’ EQUITY | (in Euro million) | ||||||||||||
Notes | December 31, 2006 | December 31,2005Restated | December 31,2004Restated | ||||||||||
Share capital and capital in excess of nominal value | 22,670 | 18,120 | 19,385 | ||||||||||
Reserves and translation reserve(j) | 19,471 | 14,087 | 8,393 | ||||||||||
Net income for the period(j) | 5,085 | 4,318 | 3,793 | ||||||||||
Shareholders’ equity – Group share | 47,226 | 36,525 | 31,571 | ||||||||||
Minority interests | 2,943 | 2,763 | 2,311 | ||||||||||
13 | TOTAL MINORITY INTERESTS AND SHAREHOLDERS’ EQUITY | 50,168 | 39,288 | 33,882 | |||||||||
Liabilities arising from insurance contracts(h) | 323,232 | 247,717 | 229,452 | ||||||||||
Liabilities arising from insurance contracts where the financial risk is borne by policyholders(a) | 108,984 | 92,888 | 73,578 | ||||||||||
Total liabilities arising from insurance contracts(b) | 432,216 | 340,605 | 303,030 | ||||||||||
Liabilities arising from investment contracts with discretionary participating features(h) | 32,599 | 33,267 | 31,832 | ||||||||||
Liabilities arising from investment contracts with no discretionary participating features | 1,121 | 926 | 869 | ||||||||||
Liabilities arising from investment contracts where the financial risk is borne by policyholders(c) | 67,673 | 48,549 | 39,127 | ||||||||||
Total liabilities arising from investment contracts(b) | 101,393 | 82,742 | 71,828 | ||||||||||
Unearned revenues and unearned fees reserves(h) | 2,080 | 1,726 | 1,570 | ||||||||||
Liabilities arising from policyholder’s participation(d)(h) | 24,918 | 23,284 | 17,544 | ||||||||||
Derivatives relating to insurance and investment contracts | (163) | (148) | (32) | ||||||||||
14 | LIABILITIES ARISING FROM INSURANCE AND INVESTMENT CONTRACTS | 560,443 | 448,208 | 393,940 | |||||||||
15 | Provisions for risks and charges | 8,984 | 8,761 | 7,729 | |||||||||
Subordinated debt(j) | 5,563 | 5,073 | 5,041 | ||||||||||
Financing debt instruments issued | 3,688 | 2,817 | 2,903 | ||||||||||
Financing debt owed to credit institutions | 95 | 17 | 17 | ||||||||||
16 | Financing debt(e) | 9,347 | 7,906 | 7,961 | |||||||||
Deferred tax liability(h) | 6,823 | 7,338 | 6,786 | ||||||||||
Minority interests of controlled investment funds and puttable instruments held by minority interests holders(f) | 7,224 | 5,115 | 3,717 | ||||||||||
Other debt instruments issued and bank overdrafts(g)(i) | 8,711 | 8,411 | 7,784 | ||||||||||
Payables arising from direct insurance and inward reinsurance operations | 7,947 | 4,680 | 3,863 | ||||||||||
Payables arising from outward reinsurance operations | 5,849 | 3,507 | 3,588 | ||||||||||
Payables arising from banking activities(g)(i) | 16,992 | 12,083 | 12,285 | ||||||||||
Payables – current tax | 2,059 | 1,382 | 954 | ||||||||||
Derivatives relating to other financial liabilities | 124 | 303 | 1 | ||||||||||
Other payables | 41,071 | 28,993 | 21,187 | ||||||||||
17 | Payables | 89,978 | 64,473 | 53,380 | |||||||||
Liabilities held for sale or relating to discontinued operations(k) | 1,812 | – | – | ||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 727,555 | 575,974 | 503,678 |
(a) Also includes liabilities arising from contracts with Guaranteed Minimum features.
(b) Amounts shown gross of reinsurer’s share in liabilities arising from contracts.
(c) Liabilities arising from investment contracts with discretionary participating features and investment contracts with no discretionary participating features
where the financial risk is borne by policyholders.
(d) Also includes liabilities arising from deferred policyholder’s participation.
(e) Financing debt amounts are shown net of effect of derivative instruments (please refer to note 19).
(f) Mainly comprises minority interests of controlled mutual funds puttable at fair value - also includes put options granted to minority shareholders.
(g) Includes effect of derivative instruments (please refer to note 19).
(h) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments on all periods presented. The effect of these
adjustments is set out in note 14.
(i) As at January 1, 2006, liabilities relating to securities sold under repurchase agreements in the Belgian banking business have been presented as
payables resulting from banking operations instead of debt instruments in issue (other than financing debts) and bank overdrafts. The amount concerned
at December 31, 2006 was€3,885 million.
(j) As described in note 1.11.2, perpetual subordinated notes have been reclassified under shareholders’ equity for all periods presented. Details are
provided in note 13.
(k) Including Winterthur, please refer to note 5.
The accompanying notes are an integral part of these consolidated financial statements.
F-5
LIABILITIES AND SHAREHOLDERS’ EQUITY | (in Euro million) | ||||||||||||
Notes | December 31, 2006 | December 31,2005Restated | December 31,2004Restated | ||||||||||
Liabilities arising from insurance contracts with financial risk borne by the policyholders | 108,984 | 92,888 | 73,578 | ||||||||||
Liabilities arising from investment contracts with financial risk borne by the policyholders | 67,673 | 48,549 | 39,127 | ||||||||||
Total Liabilities arising from contracts with financial risk borne by the policyholders | 176,657 | 141,437 | 112,705 | ||||||||||
Liabilities arising from insurance contracts | 323,232 | 247,717 | 229,452 | ||||||||||
Liabilities arising from investment contracts with discretionary participating features | 32,599 | 33,267 | 31,832 | ||||||||||
Liabilities arising from investment contracts with no discretionary participating features | 1,121 | 926 | 869 | ||||||||||
Total Liabilities arising from insurance and investment contracts | 356,952 | 281,910 | 262,153 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CONSOLIDATED
STATEMENT OF INCOME
CONSOLIDATED STATEMENT OF INCOME | (in Euro million, except EPS in Euro) | ||||||||||||
Notes | December 31, 2006 | December 31,2005Restated | December 31,2004Restated | ||||||||||
Gross written premiums | 72,099 | 65,995 | 62,152 | ||||||||||
Fees and charges relating to investment contracts with no participating features | 608 | 509 | 417 | ||||||||||
Revenues from insurance activities | 72,707 | 66,504 | 62,570 | ||||||||||
Net revenues from banking activities | 376 | 428 | 386 | ||||||||||
Revenues from other activities(a) | 5,693 | 4,739 | 4,074 | ||||||||||
20 | TOTAL REVENUES | 78,775 | 71,671 | 67,030 | |||||||||
Change in unearned premiums net of unearned revenues and fees(k) | (476) | (483) | (104) | ||||||||||
Net investment income(b) | 14,461 | 13,951 | 12,941 | ||||||||||
Net realized investment gains and losses(c) | 4,260 | 3,557 | 3,282 | ||||||||||
Change in fair value of financial instruments at fair value through profit and loss(j) | 14,550 | 16,110 | 12,530 | ||||||||||
Change in financial instruments impairment(d) | (194) | (210) | (444) | ||||||||||
21 | Net investment result excluding financing expenses | 33,077 | 33,408 | 28,309 | |||||||||
Technical charges relating to insurance activities(e)(k) | (84,836) | (81,791) | (72,959) | ||||||||||
22 | Net result from outward reinsurance | (1,455) | (141) | (1,063) | |||||||||
Bank operating expenses | (78) | (61) | (101) | ||||||||||
7 / 24 | Acquisition costs(f)(k) | (7,191) | (6,536) | (5,957) | |||||||||
Amortization of the value of purchased business in force and of other intangible assets | (282) | (558) | (468) | ||||||||||
24 | Administrative expenses | (8,788) | (8,596) | (7,906) | |||||||||
Change in tangible assets impairment | 18 | (3) | (10) | ||||||||||
Change in goodwill impairment(i) | (12) | (70) | (36) | ||||||||||
Other income and expenses(g) | (511) | (81) | (239) | ||||||||||
Other operating income and expenses | (103,135) | (97,839) | (88,739) | ||||||||||
Income from operating activities before tax | 8,241 | 6,757 | 6,495 | ||||||||||
10 | Income arising from investments in associates – Equity method | 34 | 21 | 55 | |||||||||
23 | Financing debt expenses(h)(j) | (474) | (481) | (439) | |||||||||
Operating income before tax | 7,801 | 6,296 | 6,111 | ||||||||||
18 | Income tax(j)(k) | (2,043) | (1,490) | (1,844) | |||||||||
Net operating result | 5,758 | 4,806 | 4,266 | ||||||||||
Result from discontinued operations net of tax | – | – | – | ||||||||||
Net consolidated income | 5,758 | 4,806 | 4,266 | ||||||||||
Split between: | |||||||||||||
Net income Group share | 5,085 | 4,318 | 3,793 | ||||||||||
Minority interests share in net consolidated result | 673 | 488 | 473 | ||||||||||
26 | Earnings per share | 2.61 | 2.25 | 2.06 | |||||||||
Fully diluted earnings per share | 2.56 | 2.22 | 1.98 |
(a) Excludes insurance and banking activities.
(b) Net of investment management costs.
(c) Includes impairment releases on sold invested assets.
(d) Excludes impairment releases on sold invested assets.
(e) Includes changes in liabilities arising from insurance contracts and investment contracts (with or without discretionary participating features) where the
financial risk is borne by policyholders for an amount of€15,370 million as a balancing entry to the change in fair value of financial instruments at fair
value through profit and loss (€13,978 million in 2005 and€10,543 million in 2004).
(f) Includes acquisition costs and change in deferred acquisition costs relating to insurance contracts and investment contracts with discretionary participating features
as well as change in net rights to future management fees relating to investment contracts with no discretionary participating features.
(g) Notably includes financial charges in relation to other debt instruments issued and bank overdrafts.
(h) Includes net balance of income and expenses related to derivatives on financing debt (however excludes change in fair value of these derivatives).
(i) Includes change in goodwill impairment as well as negative goodwill.
(j) As described in note 1.11.2, perpetual subordinated notes have been reclassified under shareholders’ equity for all periods presented. Details are
provided in note 13.
(k) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments on all periods presented. The effect of these
adjustments is set out in note 14.
The accompanying notes are an integral part of these consolidated financial statements.
F-7
STATEMENT
OF CONSOLIDATED CASH FLOWS
(in Euro million)(a) | ||||||||||
December 31, 2006 | December 31,2005 Restated | December 31,2004 Restated | ||||||||
Operating income before tax(b)(c) | 7,801 | 6,296 | 6,111 | |||||||
Net amortization expense(d) | 527 | 831 | 649 | |||||||
Change in goodwill impairment | 12 | 70 | 36 | |||||||
Net change in deferred acquisition costs and equivalent | (1,413) | (1,538) | (1,548) | |||||||
Net increase / (write back) in impairment on investments, tangible and other intangible assets | 175 | 214 | 455 | |||||||
Change in fair value of investments and financial instruments accounted for at fair value through profit & loss | (14,298) | (15,962) | (12,301) | |||||||
Net change in liabilities arising from insurance and investment contracts(e) | 28,604 | 31,312 | 24,426 | |||||||
Net increase / (write back) in other provisions(f) | 60 | (23) | (37) | |||||||
Income arising from investments in associates – Equity method | (34) | (21) | (55) | |||||||
Adjustment of non cash balances included in the operating income before tax | 13,633 | 14,883 | 11,625 | |||||||
Net realized investment gains and losses | (4,778) | (3,921) | (3,668) | |||||||
Financing debt expenses | 474 | 481 | 439 | |||||||
Adjustment of balances included in operating income before tax for reclassification to investing or financing activities | (4,304) | (3,440) | (3,229) | |||||||
Dividends recorded in profit & loss during the period | (2,030) | (1,781) | (1,344) | |||||||
Interests paid & received recorded in profit & loss during the period | (13,481) | (12,975) | (10,786) | |||||||
Adjustment of transactions from accrued to cash basis | (15,512) | (14,755) | (12,131) | |||||||
Net cash impact of deposit accounting | 199 | 1,201 | 924 | |||||||
Dividends and interim dividends collected | 1,994 | 1,801 | 1,386 | |||||||
Interests collected | 14,432 | 13,184 | 10,697 | |||||||
Change in operating receivables and payables(g) | 2,832 | (965) | 1,326 | |||||||
Net cash provided by other assets and liabilities(h) | (1,718) | (808) | (2,285) | |||||||
Tax expenses paid | (1,660) | (1,132) | (882) | |||||||
Other operating cash impact and non cash adjustment(b) | 1,239 | 188 | (191) | |||||||
Net cash impact of transactions with cash impact not included in the operating income before tax | 17,320 | 13,470 | 10,975 | |||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 18,938 | 16,453 | 13,351 | |||||||
Purchase of subsidiaries and affiliated companies, net of cash acquired | (5,718) | (1,583) | (3,938) | |||||||
Disposal of subsidiaries and affiliated companies, net of cash ceded | 117 | 891 | 856 | |||||||
Purchase of shares of affiliated companies | – | – | (72) | |||||||
Disposal of shares of affiliated companies | – | – | 352 | |||||||
Net cash related to changes in scope of consolidation | (5,600) | (691) | (2,801) | |||||||
Sales of fixed maturities(h) | 67,720 | 70,722 | 84,965 | |||||||
Sales of equities and non controlled investment funds(h)(i) | 20,110 | 19,604 | 22,072 | |||||||
Sales of investment properties held directly or not(h) | 2,104 | 962 | 1,620 | |||||||
Sales and/or repayment of loans and other assets(h)(j) | 20,106 | 11,974 | 4,222 | |||||||
Net cash related to sales and repayments of financial assets(h)(i)(j) | 110,040 | 103,262 | 112,878 | |||||||
Purchases of fixed maturities(h) | (84,728) | (79,833) | (82,677) | |||||||
Purchases of equity securities and non controlled investment funds(h)(i) | (20,978) | (19,685) | (34,416) | |||||||
Purchases of investment properties held directly or not(h) | (1,575) | (991) | (1,043) | |||||||
Purchases and/or issues of loans and other assets(h)(j) | (27,786) | (20,878) | (8,284) | |||||||
Net cash related to purchases and issuance of financial assets(h)(i)(j) | (135,067) | (121,387) | (126,421) | |||||||
Sales of tangible and intangible assets | 140 | 225 | 33 | |||||||
Purchases of tangible and intangible assets | (296) | (214) | (221) |
F-8
(in Euro million)(a) | ||||||||||
December 31, 2006 | December 31,2005Restated | December 31,2004Restated | ||||||||
Net cash related to sales and purchases of tangible and intangible assets | (155) | 11 | (187) | |||||||
Increase in collateral payable / Decrease in collateral receivable | 9,714 | 7,720 | 7,051 | |||||||
Decrease in collateral payable / Increase in collateral receivable | (3,355) | (1,666) | – | |||||||
Net cash impact of assets lending / borrowing collateral receivables and payables | 6,359 | 6,054 | 7,051 | |||||||
Other investing cash impact and non cash adjustment | (34) | (401) | (413) | |||||||
NET CASH PROVIDED BY INVESTING ACTIVITIES | (24,457) | (13,153) | (9,894) |
Issuance of equity instruments(b)(k) | 8,600 | 652 | 2,704 | |||||||
Repayments of equity instruments(b)(k) | (34) | (517) | 58 | |||||||
Transactions on treasury shares | (305) | (512) | – | |||||||
Dividends payout | (2,124) | (1,308) | (924) | |||||||
Interests on perpetual debts paid(b) | (166) | (157) | (132) | |||||||
Net cash related to transactions with shareholders | 5,971 | (1,842) | 1,706 | |||||||
Cash provided by financial debts issuance | 1,406 | 301 | 366 | |||||||
Cash used for financial debts repayments | (359) | (2,557) | (2,048) | |||||||
Interests on financing debt paid(l)(b) | (539) | (568) | (643) | |||||||
Net cash related to Group financing | 509 | (2,824) | (2,326) | |||||||
Other financing cash impact and non cash adjustment | 8 | (32) | 182 | |||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,487 | (4,699) | (439) |
Cash and cash equivalent as at January 1 | 20,640 | 21,830 | 18,858 | |||||||
Net cash provided by operating activities | 18,938 | 16,453 | 13,351 | |||||||
Net cash provided by investing activities | (24,457) | (13,153) | (9,894) | |||||||
Net cash provided by financing activities | 6,487 | (4,699) | (439) | |||||||
Impact of change in scope on cash and cash equivalent | (7) | 138 | 117 | |||||||
Net impact of foreign exchange fluctuations and reclassification on cash and cash equivalents | 6,190 | 71 | (166) | |||||||
Cash and cash equivalent as at December 31 | 27,790 | 20,640 | 21,830 |
(a) The “Cash and cash equivalents” balances shown in the statement of consolidated cash flows do not include cash balances of consolidated investment
funds from the Satellite Investment Portfolio (see note 1.7.2). However, from December 31, 2006, cash backing contracts where the financial risk is borne
by policyholders (unit-linked contracts) is regarded as an item of “Cash and cash equivalents” instead of a financial asset. The reclassification of this cash
item under “Cash and cash equivalents” is presented in “Effects of exchange rate variations and reclassifications on cash and cash equivalents” in an amount
of€6.7 billion (corresponding to the reclassification of opening cash) and in “Purchase of shares in subsidiaries and affiliated companies, net of cash
acquired” i n an amount of€1 billion (corresponding to the integration of Winterthur).
(b) As described in note 1.11.2, perpetual subordinated notes have been transferred from the “subordinated debt” item to the “shareholders’ equity” item, and
so are treated similarly to deeply subordinated notes. The effect on the cash flow statement of this reclassification is as follows:
-a€58 million decrease in operating income before tax at December 31, 2004 and a€102 million increase at December 31, 2005;
- a€426 million increase in “issuance of equity instruments” in 2004 and a€515 million increase in “Repayments of equity instruments” in 2005;
- a€132 million decrease in interest paid on perpetual debts at December 31, 2004 and a€157 million decrease at December 31, 2005.
(c) As described in note 1.18, the statement of consolidated cash flows now starts from “Operating income before tax”, whereas it used to start from
“Income from operating activities, gross of tax expenses”.
(d) Includes the capitalization of premiums/discounts and related amortization and amortization of investment and owner occupied properties (held directly).
(e) Includes the impact of reinsurance. This item also includes the change in liabilities arising from contracts where the financial risk is borne by policyholders.
(f) Mainly includes changes in provisions for risks and charges, provisions for bad debts/doubtful receivables and change in impairment of assets held for sale.
(g) Also includes changes relating to repository transactions and equivalent for banking activities.
(h) Includes corresponding derivatives.
(i) Includes equities held directly or by consolidated and non controlled investment funds.
(j) Also includes purchases and sales of assets backing contracts where financial risk is borne by policyholders.
(k) Also includes issues and repayments of perpetual debts.
(l) Includes the net cash impact of interest margins relating to hedging derivatives on financing debts.
(in Euro million) | ||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
Cash and cash equivalent | 21,169 | 21,402 | 22,494 | |||||||
Bank overdrafts(a) | (1,338) | (762) | (664) | |||||||
Cash backing contracts where the financial risk is borne by policyholders(b) | 7,959 | – | – | |||||||
Cash and cash equivalent as at December 31 | 27,790 | 20,640 | 21,830 |
(a) Included in “Other debt instruments issued and bank overdrafts”.
(b) From December 31, 2006, the “Cash and cash equivalents” item in the statement of consolidated cash flows includes cash backing contracts where
financial risk is borne by policyholders (unit-linked contracts), which was previously considered as a financial asset.
The accompanying notes are an integral part of these consolidated financial statements.
F-9
CONSOLIDATED
STATEMENT OF SHAREHOLDERS’ EQUITY
CHANGES IN SHAREHOLDERS’ EQUITY
Attributable | |||||||||||||
Share Capital | |||||||||||||
Numberof shares(in thousands) | Nominal value (euros) | Share Capital | Capital inexcess ofnominal value | Treasury shares | |||||||||
Shareholders’ equity opening January 1, 2006(b) | 1,871,605 | 2.29 | 4,286 | 14,492 | (658) | ||||||||
Capital | 221,283 | 2.29 | 507 | ||||||||||
Capital in excess of nominal value | 3,800 | ||||||||||||
Equity – share based compensation | 106 | ||||||||||||
Change in scope of consolidation | |||||||||||||
Treasury shares | 137 | ||||||||||||
Equity component of compound financial instruments | |||||||||||||
Super subordinated debt | |||||||||||||
Accrued interests – Super subordinated debt | |||||||||||||
Dividends paid AXA | |||||||||||||
Impact of transactions with shareholders | 221,283 | 2.29 | 507 | 3,906 | 137 | ||||||||
Reserves relating to changes in fair value through shareholders’ equity | |||||||||||||
Others | – | ||||||||||||
Translation reserves | – | – | – | ||||||||||
Employee benefits actuarial gains and losses through OCI(c) | |||||||||||||
Income allocation | |||||||||||||
Net income of the period | |||||||||||||
Total recognised income and expense for the period (SORIE) | – | – | – | ||||||||||
Shareholders’ equity closing December 31, 2006 | 2,092,888 | 2.29 | 4,793 | 18,398 | (521) |
NB: amounts are presented net of impacts of shadow accounting and of its effects on policyholders’ benefit, deferred acquisition costs, and value of
business in force.
(a) Mainly equity components of compound financial instruments (e.g. convertible bonds).
(b) The 2006 opening balance was adjusted by€2,679 million following a change in presentation of perpetual deeply subordinated notes, as described
in note 1.11.2 (accounting principles) and explained in note 13.
(c) Actuarial gains and losses accrued since opening January 1, 2006.
For further information on the movements in shareholders’ equity in the current period, see note 13.
The accompanying notes are an integral part of these consolidated financial statements.
F-10
(in Euro million, except for number of shares and nominal value) | |||||||||||||||||
to shareholders | Minority | ||||||||||||||||
Otherreserves | Shareholders’ | interests | |||||||||||||||
Reserves relatingto the changein fair valueof financialinstrumentsavailable for sale | Reserves relating to the change in fair value of hedge accounting derivatives (cash- flow hedge) | Reserves relating to revaluation of tangible assets | Others(a) | Translation reserve | Undistributedprofits andother reserves | equity Group share | |||||||||||
8,111 | 75 | 3 | 3,550 | 681 | 5,985 | 36,525 | 2,763 | ||||||||||
507 | |||||||||||||||||
3,800 | |||||||||||||||||
106 | |||||||||||||||||
7 | – | – | – | – | – | 7 | 13 | ||||||||||
137 | |||||||||||||||||
– | – | ||||||||||||||||
3,699 | 3,699 | ||||||||||||||||
(160) | (160) | ||||||||||||||||
(1,647) | (1,647) | – | |||||||||||||||
7 | – | – | 3,539 | – | (1,647) | 6,449 | 13 | ||||||||||
(355) | (20) | – | – | (375) | |||||||||||||
– | (2) | 55 | 53 | (302) | |||||||||||||
– | – | – | – | (764) | – | (764) | (205) | ||||||||||
252 | 252 | ||||||||||||||||
– | – | – | |||||||||||||||
5,085 | 5,085 | 673 | |||||||||||||||
(355) | (20) | – | – | (767) | 5,393 | 4,251 | 166 | ||||||||||
7,763 | 55 | 4 | 7,090 | (86) | 9,730 | 47,226 | 2,943 |
F-11
CHANGES IN SHAREHOLDERS’ EQUITY
Attributable | |||||||||||||
Share Capital | |||||||||||||
Numberof shares(in thousands) | Nominal value (euros) | Share Capital | Capital inexcess ofnominal value | Treasury shares | |||||||||
Shareholders’ equity opening January 1, 2005 | 1,908,444 | 2.29 | 4,370 | 15,401 | (386) | ||||||||
Capital | (36,839) | 2.29 | (84) | – | |||||||||
Capital in excess of nominal value | (966) | ||||||||||||
Equity – share based compensation | 57 | ||||||||||||
Change in scope of consolidation | |||||||||||||
Treasury shares | (272) | ||||||||||||
Equity component of compound financial instruments | |||||||||||||
Super subordinated debt | |||||||||||||
Accrued interests – Super subordinated debt | |||||||||||||
Dividends paid AXA | |||||||||||||
Impact of transactions with shareholders | (36,839) | 2.29 | (84) | (909) | (272) | ||||||||
Reserves relating to changes in fair value through shareholders’ equity | – | – | – | ||||||||||
Others | – | – | – | ||||||||||
Translation reserves | – | – | – | ||||||||||
Employee benefits actuarial gains and losses through OCI(b) | |||||||||||||
Income allocation | |||||||||||||
Net income of the period | |||||||||||||
Total recognised income and expense for the period (SORIE) | – | – | – | ||||||||||
Shareholders’ equity closing December 31, 2005 | 1,871,605 | 2.29 | 4,286 | 14,492 | (658) |
NB: the 2005 opening balance was adjusted by€3,048 million and the 2005 closing balance by€2,679 million following a change in presentation of
perpetual deeply subordinated notes, as described in note 1. 11.2 (accounting principles) and explained in note 13.
NB: amounts are presented net of impacts of shadow accounting and of its effects on policyholders’ benefit, deferred asquisition costs, and value of
business in force.
(a) Mainly equity components of compound financial instruments (e.g. convertible bonds).
(b) Actuarial gains and losses accrued since opening January 1, 2005.
For further information on the movements in shareholders’ equity in the current period, see note 13.
The accompanying notes are an integral part of these consolidated financial statements.
F-12
(in Euro million, except for number of shares and nominal value) | |||||||||||||||||
to shareholders | Minority | ||||||||||||||||
Other reserves | Shareholders’ | interests | |||||||||||||||
Reserves relatingto the changein fair valueof financialinstrumentsavailable for sale | Reserves relating to the change in fair value of hedge accounting derivatives (cash- flow hedge) | Reserves relating to revaluation of tangible assets | Others(a) | Translation reserve | Undistributedprofits andother reserves | equity Group share | |||||||||||
5,720 | 53 | – | 3,782 | (686) | 3,316 | 31,571 | 2,311 | ||||||||||
(84) | |||||||||||||||||
(966) | |||||||||||||||||
57 | |||||||||||||||||
(2) | – | – | – | – | (2) | 23 | |||||||||||
(272) | |||||||||||||||||
– | – | ||||||||||||||||
(119) | (119) | ||||||||||||||||
(112) | (112) | ||||||||||||||||
(1,164) | (1,164) | – | |||||||||||||||
(2) | – | – | (231) | – | (1,164) | (2,663) | 23 | ||||||||||
2,393 | 22 | 3 | – | 2,418 | |||||||||||||
(1) | 5 | (70) | (65) | (280) | |||||||||||||
– | – | – | – | 1,361 | – | 1,361 | 230 | ||||||||||
(415) | (415) | ||||||||||||||||
– | – | (9) | |||||||||||||||
4,318 | 4,318 | 488 | |||||||||||||||
2,393 | 22 | 3 | (1) | 1,367 | 3,834 | 7,617 | 429 | ||||||||||
8,111 | 75 | 3 | 3,550 | 681 | 5,985 | 36,525 | 2,763 |
F-13
CHANGES IN SHAREHOLDERS’ EQUITY
Attributable | |||||||||||||
Share Capital | |||||||||||||
Numberof shares(in thousands) | Nominal value (euros) | Share Capital | Capital inexcess ofnominal value | Treasury shares | |||||||||
Shareholders’ equity opening January 1, 2004 | 1,778,103 | 2.29 | 4,072 | 14,008 | (510) | ||||||||
Capital | 130,341 | 2.29 | 298 | ||||||||||
Capital in excess of nominal value | 1,364 | ||||||||||||
Equity – share based compensation | 28 | ||||||||||||
Change in scope of consolidation | |||||||||||||
Treasury shares | 124 | ||||||||||||
Equity component of compound financial instruments | |||||||||||||
Super subordinated debt | |||||||||||||
Accrued interests – Super subordinated debt | |||||||||||||
Dividends paid AXA | |||||||||||||
Impact of transactions with shareholders | 130,341 | 2.29 | 298 | 1,392 | 124 | ||||||||
Reserves relating to changes in fair value through shareholders’ equity | – | ||||||||||||
Others | – | ||||||||||||
Translation reserves | – | – | – | ||||||||||
Employee benefits actuarial gains and losses through OCI(b) | |||||||||||||
Income allocation | |||||||||||||
Net income of the period | |||||||||||||
Total recognised income and expense for the period (SORIE) | – | – | – | ||||||||||
Shareholders’ equity closing December 31, 2004 | 1,908,444 | 2.29 | 4,370 | 15,401 | (386) |
NB: the 2004 opening balance was adjusted by€2,706 million and the 2004 closing balance by€3,048 million following a change in presentation of
perpetual deeply subordinated notes, as described in note 1.11.2 (accounting principles) and explained in note 13.
NB: amounts are presented net of impacts of shadow accounting and of its effects on policyholders’ benefit, deferred aquisition costs, and value of
business in force.
(a) Mainly equity components of compound financial instruments (e.g. convertible bonds).
(b) Actuarial gains and losses accrued since opening January 1, 2004.
For further information on the movements in shareholders’ equity in the current period, see note 13.
The accompanying notes are an integral part of these consolidated financial statements.
F-14
(in Euromillion, except for number of shares and nominal value) | |||||||||||||||||
to shareholders | Minority | ||||||||||||||||
Other reserves | Shareholders’ | interests | |||||||||||||||
Reserves relatingto the changein fair valueof financialinstrumentsavailable for sale | Reserves relating to the change in fair value of hedge accounting derivatives (cash- flow hedge) | Reserves relating to revaluation of tangible assets | Others(a) | Translation reserve | Undistributedprofits andother reserves | equity Group share | |||||||||||
4,213 | 45 | – | 2,889 | (0) | 458 | 25,175 | 2,322 | ||||||||||
298 | |||||||||||||||||
1,364 | |||||||||||||||||
28 | |||||||||||||||||
– | – | – | 3 | – | – | 3 | (35) | ||||||||||
124 | |||||||||||||||||
– | – | ||||||||||||||||
967 | 967 | ||||||||||||||||
(95) | (95) | ||||||||||||||||
(676) | (676) | – | |||||||||||||||
– | – | – | 875 | – | (676) | 2,015 | (35) | ||||||||||
1,505 | 9 | – | – | – | – | 1,514 | |||||||||||
19 | – | 61 | 81 | (299) | |||||||||||||
– | – | – | – | (686) | – | (686) | (143) | ||||||||||
(319) | (319) | ||||||||||||||||
– | – | (7) | |||||||||||||||
3,793 | 3,793 | 473 | |||||||||||||||
1,505 | 9 | – | 19 | (686) | 3,535 | 4,382 | 24 | ||||||||||
5,720 | 53 | – | 3,782 | (686) | 3,316 | 31,571 | 2,311 |
F-15
NOTES
TO THE CONSOLIDATED FINANCIAL
STATEMENTS
Note 1: Accounting principles
1.1. General information
AXA SA, a French “Société Anonyme” (the “Company” and, together with its consolidated subsidiaries, “AXA” or the
“Group”), is the holding (parent) company for an international financial services group focused on financial protection.
AXA operates principally in Europe, North America and Asia-Pacific. The list of main entities included in the scope of
the AXA’s consolidated financial statements is provided in note 2 of the notes to the consolidated financial statements.
AXA operates in the following primary business segments:
– Life & Savings,
– Property & Casualty,
– International Insurance, and
– Asset Management and Other Financial Services.
AXA has its primary listing on the Paris stock exchange’s Eurolist market and has been listed since June 25, 1996 on
the New York Stock Exchange.
The consolidated financial statements were finalized by the Management Board on April 2, 2007 and examined by the
Supervisory Board on April 4, 2007.
1.2. General accounting principles
1.2.1. Basis for preparation
AXA’s consolidated financial statements are prepared at December 31. Certain entities within AXA have a reporting year-
end that does not coincide with December 31, in particular AXA Life Japan, which has a September 30 financial year-end.
The consolidated financial statements are prepared in accordance with IFRS standards and IFRIC interpretations1that
were definitive and effective at December 31, 2006, as adopted by the European Union before the balance sheet date.
(1) International Financial Reporting Interpretations Committee.
F-16
However, the Group does not use the “carve out” option not to apply all hedge accounting principles as defined by IAS 39.
Information relating to previous periods and presented for comparison purposes has been prepared in accordance with
IFRS 1.
Standards published and effective at January 1, 20061
The Group elected for early adoption in 2004 and 2005 of the amendment toIAS 39 – Financial instruments: recognition
and measurementrelating to the fair value option, and the amendment toIAS 19 – Employee benefitsrelating to
actuarial gains and losses, group plans and disclosures. Early adoption was encouraged for these standards, which
became effective for accounting periods starting on or after January 1, 2006. The impact on the Group’s consolidated
financial statements is set out in sections 1.15.2 Pensions and other post-retirement benefits and 1.7.2 Financial
instruments.
However, the following standards, amendments and interpretations adopted by the Group at January 1, 2006 had no
impact or no material impact on the consolidated financial statements:
–Amendment to IAS 21 – Net Investment in a Foreign Operations.
–Amendment to IAS 39 – Cash flow hedge Accounting of Intercompany Transactions.
–Amendment to IAS 39 and IFRS 4 – Financial Guarantee Contracts.
–IFRIC 4 – Determining whether an arrangement contains a lease.
Changes in accounting policies that did not result from the application of new standards published and effective in the
period are set out in the notes relating to the topics concerned (1.11.2 and 1.12.2).
Standards published but not yet effective
IFRS 7 – Financial instruments: Disclosures,published in August 2005 and applicable from January 1, 2007 requires
information on the following subjects to be disclosed in the notes:
– the importance of financial instruments with respect to the entity’s financial position and performance; this includes a
number of requirements previously contained in IAS 32;
– qualitative and quantitative information on exposure to market risks, including specified minimum disclosures on credit
risk, liquidity risk and market risk. Qualitative information shall describe management objectives, policies and
procedures in managing these risks. Quantitative information relates to the extent of the entity’s exposure to risk,
based on information reported internally to the entity’s key managers. These notes provide an overview of the entity’s
use of financial instruments and insurance contracts and the resulting risk exposures.
Amendment toIAS 1 – Capital disclosures,also published in August 2005 and applicable from January 1, 2007,
requires disclosure of the entity’s objectives, procedures and processes for managing capital and complying with
external regulatory constraints.
These two standards require additional disclosures in the notes to the consolidated financial statements relating to the
Group’s financial instruments, insurance contracts and capital. They will have no impact on the Group’s results or
financial position.
(1) Not all of these standards have yet been adopted by the European Union.
F-17
IFRS 8 – Operating segments,published in November 2006 and applicable from January 1, 2009, replacesIAS 14 –
Segment reporting.The new standard requires operating segments used in the disclosures to be based on the
segmentation used in the entity’s internal reporting, i.e. on the basis of which operational heads allocate capital and
resources to the various segments and assess the segments’ performance. The standard requires the entity to explain
the basis on which segments are determined, and provide a reconciliation between consolidated balance sheet and
income statement amounts. The analysis of the potential impact on Group segment reporting is currently underway.
IFRIC 9 – Reassessment of Embedded Derivatives,published in March 2006 and applicable to accounting periods
starting on or after June 1, 2006, states that the identification and measurement of an embedded derivative may only
take place after the implementation of the contract provided if the contract undergoes an alteration that leads to
material changes in the cash flows of the contract, the embedded derivative or the whole. Since this interpretation is in
line with the Group’s existing accounting principles, it is unlikely to have any impact on its consolidated financial
statements.
IFRIC 10 – Interim Financial Reporting and Impairment,published in July 2006 and applicable to accounting periods
starting on or after November 1, 2006, states that impairment cannot be released when a company, in its interim
financial statements, has recognized a loss of value on goodwill, an unlisted equity instrument or a financial asset
accounted at cost. Since this interpretation is in line with the Group’s existing accounting principles, it is unlikely to have
any impact on its consolidated financial statements.
The Group has not opted for early application of the following interpretations, whose impact on the consolidated
financial statements is not expected to be material:
–IFRIC 7 – Restatement under Hyperinflation IAS 29.
–IFRIC 8 – Scope of IFRS 2.
–IFRIC 11 – IFRS 2: Group and Treasury Share Transactions.
Preparation of financial statements
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions. It
requires a degree of judgment in the application of Group accounting principles described below. The main balance
sheet captions concerned are goodwill (in particular impairment tests described in section 1.6.1), the value of acquired
business in force, deferred acquisition costs and equivalent, certain assets accounted at fair value, liabilities relating to
the insurance business, pension benefit obligations and balances related to share-based compensation. The principles
set out below specify the measurement methods used for these items. These methods, along with key assumptions
where required, are discussed in greater depth in the notes relating to the asset and liability items concerned where
meaningful and useful.
As recommended by IAS 1, assets and liabilities are generally classified globally on the balance sheet in increasing order
of liquidity, which is more relevant for financial institutions than a classification between current and non-current items.
As for most insurance companies, expenses are classified by destination in the income statement.
All amounts on the consolidated balance sheet, consolidated statement of income, statement of consolidated cash
flows, consolidated statement of shareholders’ equity and in the notes are expressed in million of Euros, and rounded
up to the nearest whole unit, unless otherwise stated.
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1.2.2. First-time adoption of IFRS
The AXA Group’s transition date is January 1, 2004. The Group prepared its opening IFRS balance sheet at that date.
The Group’s IFRS adoption date is January 1, 2005.
The AXA’s accounting policies have been consistently applied to all the periods presented in its financial statements,
including policies relating to the classification and measurement of insurance contracts, investment contracts and other
financial assets and liabilities including derivatives.
1.3. Consolidation
1.3.1. Scope and basis of consolidation
Companies in which AXA exercises control are known as subsidiaries. Subsidiaries are fully consolidated from the date
on which control is transferred to AXA. Control is presumed to exist when AXA directly or indirectly holds more than
50% of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible
have also been considered when assessing whether AXA controls another entity.
Entities that are controlled in substance even without any ownership interest are also consolidated. In particular this
relates to special purpose entities, such as securitization vehicles, for example resulting from sales of receivables
transferred by entities outside the Group and with the purpose of issuing Collateralized Debt Obligations (CDOs), whose
redemption is backed by the proceeds from acquired receivables.
Companies over which AXA exercises a joint controlling influence alongside one or more third parties are consolidated
proportionately.
Companies in which AXA exercises significant long-term influence are accounted under the equity method. Significant
influence is presumed when AXA directly or indirectly holds 20% or more of the voting rights or, for example, when
significant influence is exercised through an agreement with other shareholders. AXA’s share of equity associates’ post-
acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in
reserves is stated under “Other reserves”.
Investment and real estate companies are either fully consolidated or proportionately consolidated or accounted for
under the equity method, depending on which conditions listed above they satisfy. For fully consolidated investment
companies, minority interests are recognized at fair value and shown as liabilities in the balance sheet if the companies’
instruments can be redeemed at any time by the holder at fair value. Investment companies accounted for under the
equity method are shown under the balance sheet caption “Invested financial assets”.
1.3.2. Business combinations: purchase accounting and goodwill including
minority interests buyout
In accordance with the option made available byIFRS 1 – First-time adoption of IFRS,business combinations prior to
2004 have not been restated with respect to French accounting principles in force at the time. The principles described
below apply to the business combinations that occurred after January 1, 2004.
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Valuation of assets acquired and liabilities assumed of newly acquired subsidiaries
and contingent liabilities
Upon first consolidation, all assets, liabilities and contingent liabilities of the acquired company are estimated at their fair
value. However as permitted by IFRS 4, liabilities related to life insurance contracts or investment contracts with
discretionary participating features are maintained at the carrying value prior to the acquisition date to the extent that
this measurement basis is consistent with AXA’s accounting principles. The fair value of acquired business in force
relating to insurance contracts and investment contracts with discretionary participating features is recognized as an
asset corresponding to the present value of estimated future profits emerging on acquired business in force at the date
of acquisition (also referred to as value of acquired business in force or VBI). The present value of future profits takes
into consideration the cost of capital and is estimated using actuarial assumptions base d on projections made at
purchase date but also using a discount rate that includes a risk premium.
Investment contracts with no discretionary participating features do not benefit from this exemption permitted by IFRS 4
in phase I of the IASB’s insurance project, i.e. the fair value of acquired liabilities is booked through the recognition of
an asset corresponding to the value of acquired business inforce. Liabilities relating to investment contracts with no
discretionary participating features are measured directly at fair value. In accordance with IAS 39, the fair value of these
contracts cannot be less than surrender value when they contain a demand feature.
Other intangible assets such as the value of customer relationships are recognized only if they can be measured reliably.
The value of customer relationships intangible in this case represents the value of future cash flows expected from
renewals and the cross-selling of new products to customers known and identified at the time of the acquisition. These
projections include assumptions regarding claims, expenses and financial revenues, or they can be estimated on the
basis of the new business value. In line with accounting practices in force before the adoption of IFRS, which may
continue to be applied under IFRS 4, flexible premiums relating to acquired business are recognized in the “Value of
purchased life business in force” item.
The value of expected future cash flows that can be measured separately and reliably can also be estimated by looking
at the purchased marketing resources that will secure these flows.
The nature of the intangible assets recognized is consistent with the valuation methods used when purchasing the
acquired entity.
In the context of a business combination, only restructuring costs that can be measured reliably and which correspond
to an existing liability of the acquired company prior to the acquisition date are included in restructuring provisions
recognized in the acquired company’s balance sheet at acquisition date.
The cost of an acquisition is measured at the fair value of the assets acquired, equity instruments issued and liabilities
incurred or assumed at completion date, plus external fees directly attributable to the acquisition.
If the transaction is denominated in a foreign currency, the exchange rate used is that in force on the date of the
transaction or on the starting date of the transaction (if it occurs over a period).
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Goodwill
The excess of the cost of acquisition over the net fair value of the assets, liabilities and contingent liabilities acquired
represents goodwill. Goodwill arising from the acquisition of a foreign entity is recorded in the local currency of the
acquired entity and is translated into Euros at the closing date.
If the cost of acquisition is less than the net fair value of the assets, liabilities and contingent liabilities acquired, the
difference is directly booked in the consolidated statement of income.
Adjustments can be made to goodwill within twelve months of the acquisition date, if new information becomes
available.
Goodwill is allocated across business segments (Life & Savings, Property & Casualty, International Insurance, Asset
Management and Other Financial Services) to cash generating units corresponding (i) to the companies acquired or
portfolios of business acquired according to their expected profitability, and (ii) to the entities already within the AXA
Group that will benefit from the synergies of the combination with the activities acquired. This allocation of goodwill is
used both for segment reporting and for impairment testing.
Minority interests buyouts
In the event of a minority interest buyout of a subsidiary, the new goodwill is recognized as the difference between the
price paid for the additional shares and the shareholders’ equity acquired (including changes in fair value posted
through equity).
Put over minority interests
When control over a subsidiary is acquired, a put option may be granted to minority shareholders. However, the
recognition of the puttable instruments as a liability depends on the contractual obligations.
Where the contract involves an unconditional commitment exercisable at anytime by the option holder, it is recognized
as a liability. Since the balancing entry to this liability is not specified by current IFRSs, and since IFRIC’s Agenda
Committee decided in 2006 not to take any position on the accounting treatment of these transactions, the Group’s
method is (i) to reclassify minority interests from equity to liability, (ii) to re-measure this liability at the present value of
the option price and (iii) to recognize the difference as an addition to goodwill. Similarly, subsequent changes in the
liability will be recorded against goodwill.
Intra-group transactions
Intra-group transactions, including internal dividends, payables/receivables and gains/losses on intra-group
transactions are eliminated:
– in full for wholly owned subsidiaries, and
– to the extent of AXA’s interest for entities consolidated by equity method or proportionate consolidation.
The effect on net income of transactions between consolidated entities is always eliminated, except for permanent
losses, which are maintained.
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In the event of an internal sale of an asset that is not intended to be sold on the long-term by the Group, deferred tax
is recognized on the top of the current tax calculated on the realized gain or loss. The income statement impact of the
potential policyholders’ participation resulting from this transaction is also eliminated, and a deferred policyholders’
participation asset or liability is posted to the balance sheet.
In addition, the transfer of consolidated shares, between two consolidated subsidiaries but held with different ownership
percentages, should not impact the Group net income. The only exception would be any related tax and policyholders’
participation recorded in connection to the transaction, which are maintained in the consolidated financial statements
since the related consolidated shares are held on a long-term basis. These transfers also have an impact on Group
shareholders’ equity (with a balancing entry recorded in minority interests). This impact is identified in the “Internal
restructuring” item of the consolidated statement of shareholders’ equity.
1.4. Foreign currency translation of financial statements
and transactions
The consolidated financial statements are presented in million of Euros, the Euro being the Group’s functional and
presentation currency.
The results and financial position of all group entities that have a functional currency (i.e. the currency of the primary
economic environment in which the entity operates) different from the Group presentation currency are translated as
follows:
i) assets and liabilities of entities in a functional currency different from Euro are translated at closing rate;
ii) revenues and expenses are translated at the average exchange rates over the period;
iii) all resulting foreign exchange differences are recognized as a separate component of equity (translation differences).
Foreign currency transactions are translated into Euro using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at closing rates of monetary assets and liabilities denominated in foreign currencies are recognized in the
income statement, except where hedge accounting is applied as explained in section 1.9.
As mentioned in section 1.3.2, goodwill arising on the acquisition of a foreign entity is recorded in the local currency of
the acquired entity and is translated into Euro at closing date.
Foreign exchange differences arising from the translation of a net investment in a foreign subsidiary, borrowings and
other currency instruments qualifying for hedge accounting of such investment are recorded in shareholders’ equity
under translation differences and are reclycled in the income statement as part of the realized gain or loss on disposal
of the net investment.
Foreign exchange differences arising from monetary financial assets available for sale are recognized as income or
expense for the period in respect of the portion corresponding to amortized cost. The residual translation differences
relating to fair value changes are recorded in shareholders’ equity.
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1.5. Segment reporting
The segmental analysis provided in AXA’s Annual Report and Financial Statements reflects both business lines (primary
business segment) and geographical zones; it is based on four business lines: Life & Savings, Property & Casualty,
International Insurance and Financial Services (including Asset Management). An additional “Holdings” segment
includes all non-operational activities.
1.6. Intangible assets
1.6.1. Goodwill and impairment of goodwill
Goodwill is considered to have an indefinite useful life and is therefore not amortized. Impairment tests are performed
at least annually. Impairment of goodwill is not reversible.
AXA performs an annual impairment test of goodwill based on cash generating units, using a multi-criterion analysis
with parameters such as the value of assets, future operating profits and market share, in order to determine any
significant adverse changes. The analysis assumes a long-term holding, and excludes parameters affected by short-
term market volatility. It also considers the interdependence of transactions within sub-groups. Within each cash
generating unit, a comparison is made between net book value and the recoverable value (equal to the higher of market
value and value in use). Value in use consists of the net assets and expected future earnings from existing and new
business, taking into account the cash generating units’ future cash flows. The value of future expected earnings is
estimated on the basis of the insurance and investment contracts embedded value figures published by AXA or similar
calcul ations for other activities. Market values are based on various valuation multiples.
1.6.2. Value of purchased life insurance business inforce (VBI)
The value of purchased insurance contracts and investment contracts with discretionary participating features
recognized in a business combination (see section 1.3.2) is amortized as profits emerge over the life of the contracts
portfolio. In conjunction with the liability adequacy test (see section 1.12.2), VBI is subject to annual recoverability
testing based on actual experience and expected changes in the main assumptions.
1.6.3. Other intangible assets
Other intangible assets include software developed for internal use for which direct costs are capitalized and amortized
on a straight-line basis over the assets’ estimated useful lives.
They also include customer relationships intangibles recognized as a result of business combinations, provided that
their fair value can be measured reliably and it is probable that future economic benefits attributable to the assets will
benefit to the Group. If these assets have a finite useful life, they are amortized over their estimated life. In all cases,
they are subject to impairment tests, at each closing for assets with a finite useful life and annually for other assets. In
the event of a significant decline in value, an impairment is booked corresponding to the difference between the value
on the balance sheet and the higher of value in use and market value.
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1.6.4. Deferred acquisition costs (DAC) relating to insurance contracts and investment
contracts with discretionary participating features – Deferred origination costs (DOC)
relating to investment contracts with no discretionary participating features
The variable costs of writing insurance contracts and investment contracts with discretionary participating features,
primarily related to the underwriting of new business, are deferred by recognizing an asset. This asset is amortized
based on the estimated gross profits emerging over the life of the contracts. In conjunction to the liability adequacy test
(see section 1.12.2) this asset is tested for recoverability: any amount above future estimated gross profits is not
deemed recoverable and expensed.
For investment contracts with no discretionary participating features, a similar asset is recognized (DOC) but limited to
costs directly attributable to the provision of investment management services. This asset is amortized by taking into
account projections of fees collected over the life of the contracts. The amortization of DOC is reviewed at each closing
date to reflect changes in assumptions and experience. This asset is also tested for recoverability.
DAC and DOC are reported gross of unearned revenues and fees reserves.
These unearned revenues and fees reserves are separately recognized as liabilities and are amortized over the contract
term using the same amortization approach used for DAC and DOC.
1.7. Investments from insurance, banking and other activities
Investments include investment in real estate properties and financial instruments including equities, fixed maturities and
loans.
1.7.1. Investment properties
Investment properties (excluding investment properties totally or partially backing liabilities arising from contracts where the financial risk is borne by policyholders and from “With-Profit” contracts) are recognized at cost. The properties components are depreciated over their estimated useful lives, also considering their residual value if it may be reliably estimated.
Any impairment is recorded as soon as a permanent unrealized loss is identified. When the estimated market value is
15% lower than the net carrying value, the present value of the asset’s future estimated cash flows is calculated. If the
calculated amount is lower than the net carrying value, an impairment is recorded, corresponding to the difference
between (a) the net book value and (b) the higher of the estimated market value and the discounted cash flow value.
If, in subsequent periods, the appraisal value rises to at least 15% more than the net carrying value, previously recorded
impairment is reversed to the extent of the difference between a) the net carrying value and b) the lower of the appraisal
value and the depreciated cost (before impairment).
Investment properties that totally or partially back liabilities arising from:
– contracts where the financial risk is borne by policyholders;
– “With-Profit” contracts where dividends are based on real estate assets, are recognized at fair value with changes in
fair value taken to the statement of income.
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1.7.2. Financial instruments
Classification
Depending on the intention and ability to hold the invested assets, financial instruments are classified in the following
categories:
– assets held to maturity, accounted for at amortized cost;
– loans and receivables (including unquoted debt instruments) accounted for at amortized cost;
– trading assets and assets designated at fair value with change in fair value recognized through income statement;
– available for sale assets accounted for at fair value with changes in fair value recognized through shareholders’ equity.
The option to designate financial assets and liabilities at fair value with change in fair value recognized through income
statement is mainly used by the Group in the following circumstances:
– financial assets when electing the fair value option allows the Group to solve accounting mismatches, and in
particular:
• assets backing liabilities arising from contracts where the financial risk is borne by policyholders;
• assets included in hedging strategies set out by the Group for economical reasons but not eligible for hedge
accounting as defined by IAS 39;
• debts held by structured bond funds made up of CDOs (Collateralized Debt Obligations) and controlled by the
Group;
– portfolios of managed financial assets where profitability is valued on a fair value basis: mainly securities held by
consolidated investment funds, managed according to the Group risk management policy (“Satellite Investment
Portfolio”, see definition below).
In practice, assets held through investment funds are classified either:
– as assets of the “Core Investment Portfolios” which include assets backing liabilities arising from insurance and
investment contracts, managed according to AXA’s ALM strategy; or
– as assets of the “Satellite Investment Portfolios”, reflecting the strategic asset allocation based on a dynamic asset
management aimed at maximizing returns.
Underlying financial instruments held in the “Core Investment Portfolios” are classified as available for sale unless
involved in a qualifying hedge relationship or more broadly when electing the fair value option reduces accounting
mismatch. The financial instruments held in the “Satellite Investment Portfolios” are accounted for at fair value with
changes in fair value recognized through income statement.
Loans are accounted for at amortized cost, net of amortized premiums and discounts and impairment.
Impairment of financial assets
AXA assesses at each balance sheet date whether a financial asset or a group of financial assets is permanently impaired.
For fixed maturities, an impairment is recorded through the income statement for a decline in value of a security if the
amounts may not be fully recoverable due to a credit event relating to the fixed maturity issuer. If this credit risk is eliminated
or improves, the impairment may be released. The amount of the reversal is also recognized in the income statement.
For equities classified as available for sale, a significant or prolonged decline in the fair value below its carrying value is
considered as indication for potential impairment, such as equities showing unrealized losses over a 6 months period
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or more (prior to the closing date), or unrealized losses in excess of 20% of the net carrying value at the closing date.
If such evidence exists for available for sale financial assets, the cumulative loss – measured as the difference between
the acquisition cost and the current fair value, less any impairment on that financial asset already booked in the income
statement – is removed from shareholders’ equity and an impairment is recognized through the income statement.
Equity securities impairment recognized in the income statement can not be reversed through the income statement
until the asset is sold or derecognized.
Loans impairments are based on the present value of expected future cash flows, discounted at the loan’s effective
interest rate (on the loan’s observable market price), or on the fair value of the collateral.
For financial assets accounted for at amortized cost, including loans and assets classified as “held to maturity”, the
impairment test is first performed at the asset level. A more global test is then performed on groups of assets with
similar risk profile.
Methods for calculating the net book value of assets sold (average cost, first-in first-out, etc.) depend on local ALM
strategies as these strategies have been set up to take into account specific commitments to policyholders. These
methods may differ provided that they are used consistently at each entity level.
1.8. Assets backing liabilities arising from contracts where
the financial risk is borne by policyholders
Liabilities arising from insurance or investment contracts where the financial risk is borne by policyholders are presented
in a separate aggregate of the balance sheet so that they are shown in a symmetrical manner to the corresponding
liabilities. This presentation is considered more relevant for the users and consistent with the liquidity order
recommended by IAS 1 for financial institutions, since the risks are borne by policyholders, whatever the type of assets
backing liabilities (investment properties, fixed maturities or equities, etc). Details of these assets are provided in the
notes.
1.9. Derivative instruments
Derivatives are initially recognized at fair value at purchase date and are subsequently re-measured at their fair value.
Unrealized gains and losses are recognized in the statement of income unless they relate to a qualifying hedge
relationship as described below. The Group designates certain derivatives as either: (i) hedging of the fair value of
recognized assets or liabilities or of a firm commitment (fair value hedge); or (ii) hedging of highly probable expected
future transactions (cash flow hedge); or (iii) hedging of net investments in foreign operations.
The Group documents, at inception, the hedge relationship, as well as its risk management hedging objectives and
strategy. The Group also documents the hedge effectiveness, both at inception and on an ongoing basis, indicating the
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actual or expected efficiency level of the derivatives used in hedging transactions in offsetting changes in the fair values
or cash flows of hedged underlying items.
Fair value hedge
Changes in the fair value of derivatives designated and qualifying as fair value hedge are recorded in the income statement,
together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Cash flow hedge
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedge is
recognized in shareholders’ equity. The gain or loss relating to any ineffective portion is recognized in the income
statement. Cumulative gain or loss in shareholders’ equity are recycled in the income statement when the hedged
underlying item impacts the profit or loss for the period (for example when the hedged future transaction is actually
accounted). When a hedging instrument reaches its maturity date or is sold, or when a hedge no longer qualifies for
hedge accounting, the cumulative gains or losses in shareholders’ equity are held until the initially hedged future
transaction ultimately impacts the income statement.
Net investment hedge
The accounting of net investments in foreign operations hedge is similar to the accounting of cash flow hedge. Any gain
or loss on the hedging instrument relating to the effective portion of the hedge is recognized in shareholders’ equity;
the gain or loss relating to the ineffective portion is recognized in the income statement. Cumulative gains and losses
in shareholders’ equity impact the income statement only on disposal of the foreign operations.
Derivatives not qualifying for hedge accounting
Changes in the fair value of all other derivative instruments that do not qualify for hedge accounting are recognized in
the income statement.
The Group holds financial assets that include embedded derivatives. Such embedded derivatives are separately
recorded and measured at fair value through profit or loss if the impact is deemed significant.
For balance sheet presentation, derivatives are presented alongside with the underlying assets or liabilities for which
they are used, regardless of whether these derivatives meet the criteria for hedge accounting.
1.10. Assets held for sale and assets relating
to discontinued operations
These comprise assets, in particular real estate properties or operations intended to be sold or discontinued within the
next twelve months. They are recognized at the lower of their net carrying value and their fair value net of costs to sell.
They are disclosed in a dedicated aggregate of the balance sheet. Result from discontinued operations net of tax is
presented in a separate aggregate of the income statement whether these discontinued operations correspond to a
business segment, a main and separate geographical area, or a subsidiary acquired solely with a view to resell.
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1.11. Share capital and shareholders’ equity
1.11.1. Share capital
Ordinary shares are classified in shareholders’ equity when there is no obligation to transfer cash or other assets to the holders.
Additional costs (net of tax) directly attributable to the issue of equity instruments are shown in shareholders’ equity as
a deduction to the proceeds.
1.11.2. Perpetual debts
Perpetual debts and any related interest charges are classified either in shareholders’ equity (“in the other reserves
aggregate”) or as liabilities depending on contract clauses.
The Group previously only classified in shareholders’ equity perpetual debts on which interest payments could be
cancelled if no dividend is paid to shareholders nor any interest paid on similar debts. Perpetual debts on which interest
payments could be deferred while remaining payable (cumulative interests) were recognized as liabilities under financing
debts. These mainly consisted of perpetual subordinated notes issued by the Group.
Following the publication of the IFRIC Agenda Committee’s IFRIC Update in November 2006, based on the IASB’s
intervention on the matter, the Group reconsidered its accounting treatment of perpetual subordinated notes. Although
interests remain due at maturity, instruments classification must be performed on a going concern basis. Only
contractual obligations should be taken into consideration and not the prospect of redemption under economic
constraints, (e.g. step up clauses or pressure from shareholders to pay a dividend). Taking into account the recent
clarification, the Group has reclassified these instruments, previously recognized as liabilities and interest charges
recognized in the statement of income, in shareholders’ equity. This change in accounting treatment has been applied
retrospectively to all periods presented. Impacts are detailed in Notes 13 and 23.
1.11.3. Compound financial instruments
Any financial instrument issued by the Group with an equity component (for example an option granted to convert the
debt instrument into an equity instrument of the company) and a liability component (a contractual obligation to deliver
cash) are classified separately on the liability side of the balance sheet with the equity component reported in
shareholders’ equity (“in the other reserves aggregate”). Gains and losses relating to redemptions or refinancing of the
equity component are recognized as changes to shareholders’ equity.
1.11.4. Treasury shares
Treasury shares and any directly related costs are recorded as a deduction to consolidated shareholders’ equity. Where
treasury shares are subsequently sold or reissued, any consideration received is included in consolidated shareholders’
equity, net of any directly related costs and tax effects.
However, treasury shares held by controlled investment funds backing contracts where the financial risk is borne by
policyholders are not deducted as all risks and income resulting from holding these shares are attributable to policyholders.
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1.12. Liabilities arising from insurance and investment contracts
1.12.1. Contracts classification
The Group issues contracts that transfer an insurance risk or a financial risk or both.
Insurance contracts, including assumed reinsurance contracts, are contracts that carry significant insurance risks. Such
contracts may also transfer financial risk from the policyholders to the insurer. Investment contracts are contracts that
carry financial risk with no significant insurance risk.
A number of insurance and investment contracts contain discretionary participating features. These features entitle the
contract holder to receive additional benefits or bonuses on the top of these standard benefits:
– they are likely to represent a significant portion of the overall contractual benefits;
– their amount or timing is contractually at the discretion of the Group; and
– they are contractually based on the performance of a group of contracts, the investment returns of a financial asset
portfolio or the company profits, a fund or another entity that issues the contract.
In some insurance or investment contracts, the financial risk is borne by policyholders. Such contracts are usually unit-
linked contracts.
The Group classifies its insurance and investment contracts into six categories:
– liabilities arising from insurance contracts;
– liabilities arising from insurance contracts where the financial risk is borne by policyholders;
– liabilities arising from investment contracts with discretionary participating features;
– liabilities arising from investment contracts with no discretionary participating features;
– liabilities arising from investment contracts with discretionary participating features where the financial risk is borne by
policyholders; these relate to unit-linked contracts or multi-funds contracts containing a non-unit-linked fund with
discretionary participating features;
– liabilities arising from investment contracts with no discretionary participating features where the financial risk is borne
by policyholders.
The two last categories are presented on a single line item in the balance sheet: “Liabilities arising from investment
contracts where the financial risk is borne by policyholders”.
1.12.2. Insurance contracts and investment contracts with discretionary
participating features
According to IFRS 4, recognition and derecognition are based on AXA’s accounting policies existing prior to IFRS and
are described below, except for the elimination of equalization provisions and selective changes as permitted by IFRS 4
(see paragraph below on guaranteed benefits).
Unearned premium reservesrepresent the prorated portion of written premiums that relates to unexpired risks at the
balance sheet date.
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For traditional life insurance contracts(that is, contracts with significant mortality risk), the future policy benefits
reserves are calculated on a prospective basis according to each country regulation provided methods used are
consistent with the Group’s policies and using assumptions on investment yields, morbidity/mortality and expenses.
Additional reserves are booked if there are any adverse impact on reserves level caused by a change in mortality table.
Future policy benefits reserves relating to investment contracts with discretionary participation features (previously
called “savings contracts” in AXA’s accounting principles) that carry low mortality and morbidity risk are calculated using
a prospective approach based on discount rates set at inception giving similar results to those obtained using a
retrospective approach (earned savings valuation or “account balance”).
The discount rates used by AXA are less or equal to the expected future investment yields (assessed on prudent basis).
Part of the policyholders participation reserve is included in future policy benefits reserves, according to contractual clauses.
The “Liabilities arising from policyholders participation” aggregate includes whole of the “Fund for Future Appropriation”
(FFA) relating to UK With-Profit contracts. It mainly represents future terminal bonuses according to the terms of these
contracts: the With-Profit contracts reserves as well as the FFA vary in line with the market value of the backing assets.
Following the adoption of UK Financial Reporting Standard FRS 27, reserves relating to With-Profit contracts and the
FFA were subject to a change in accounting policies applied retrospectively to the periods ended December 31, 2004,
2005 and 2006 (but not to the 2004 opening balance sheet), consistently with what other UK insurance companies
applied. Reserves have been adjusted on a “realistic” basis, and related deferred acquisition costs and unearned
revenues reserves have been cancelled. These adjustments had no impact on net income or shareholders’ equity. The
presentational impact of applying this standard is detailed in note 14. This change in accounting principles only applies
to the Group’s UK With-Profit contracts.
For insurance and investment contracts with discretionary participating features, if the contracts include a minimum
guaranteed rate, any potential reserve deficiency caused by insufficient future investment return is immediately booked.
Except when these guarantees are covered by a risk management program using derivative instruments (see next
paragraph), guaranteed benefits relating to contracts where the financial risk is borne by policyholders and classified as
insurance contracts because they include such guarantees or classified as investment contracts with discretionary
participating features, are booked gradually based on a prospective approach: the present value of future benefit
obligations to be paid to policyholders in relation to these guarantees is estimated on the basis of reasonable scenarios.
These scenarios are based on assumptions including investment returns and related volatility, surrender and mortality
rates. This present value of future benefit obligations is reserved as fees emerge over the life of the contracts.
Some guaranteed benefits such as Guaranteed Minimum Death or Income Benefits (GMDB or GMIB), or certain
guarantees on return proposed by reinsurance treaties, are covered by a risk management program using derivative
instruments. In order to minimize the accounting mismatch between liabilities and hedging derivatives, AXA has chosen
to use the option allowed under IFRS 4.24 to re-measure its provisions: this revaluation is carried out at each accounts
closing based on guarantee level projections and takes into account interest rates and other market assumptions. The
liabilities revaluation impact in the current period is recognized through income, symmetrically with the impact of the
change in value of hedging derivatives. This change in accounting principles was adopted on the first time application
F-30
of IFRS on January 1, 2004 for contracts portfolios covered by the risk management program at that date. Any
additional contracts portfolios covered by the risk management program after this date are valued on the same terms
as those that applied on the date the program was first applied.
Claims reserves (Non-life insurance)
The purpose of claims reserves is to cover the ultimate cost of settling an insurance claim. Claims reserves are not
discounted, except when relating to disability annuities.
Claims reserves include the claims incurred and reported, claims incurred but not reported (IBNR) as well as claim
handling costs. Claims reserves are based on historical claim data, current trends, actual payment patterns for all
insurance business lines as well as expected changes in inflation, regulatory environment or anything else that could
impact amounts to be paid.
Unearned revenues reserves
Revenues received at contract inception to cover future services are deferred and recognized in the income statement
using the same amortization pattern as the one used for deferred acquisition costs (see section 1.6.4).
Shadow accounting and Deferred policyholders Participation Asset (DPA) or Liability (DPL)
In compliance with IFRS 4 option, shadow accounting is applied to insurance and investment contracts with
discretionary participating features. Shadow accounting is applied to technical liabilities, acquisition costs and value of
business inforce to take into account unrealized gains or losses on insurance liabilities or assets in the same way as it
is done for a realized gain or loss. When unrealized gains or losses are recognized, a deferred participating liability (DPL)
or asset (DPA) is recorded. The DPL or DPA corresponds to the discretionary participation available to the policyholders
and is determined by applying an estimated participation rate to unrealized gains and losses.
Deferred policyholders participation is fully classified as liabilities or assets. As a consequence, AXA does not need to
ensure the liability recognized for the whole contract is not less than the amount that would result from applying IAS 39
to the guaranteed element.
When a net unrealized loss is accounted, a deferred participating asset (DPA) should be recognized only to the extent
that its recoverability toward future policyholders participation, by entity, is highly probable. That could be the case if
the DPA can be offset against future participation either directly through deduction of the DPL from future capital gains
or indirectly through deduction of future fees on premiums or margins.
Unrealized gains and losses on assets classified as trading or designated as at fair value through profit or loss, along
with any other entry impacting the income statement and generating a timing difference, are accounted in the statement
of income with a corresponding shadow entry adjustment in the statement of income. The shadow accounting
adjustments relating to unrealized gains and losses on assets available for sale (for which change in fair value is taken
to shareholders’ equity) are also booked through shareholders’ equity.
Liability Adequacy Test (LAT)
At each balance sheet date, liability adequacy tests are performed in each consolidated entity in order to ensure the
adequacy of the contract liabilities net of related DAC and VBI assets. To perform these tests, entities group contracts
together according to how they have been acquired, are serviced and have their profitability measured. Entities also use
F-31
current best estimates of all future contractual cash flows as well as claims handling and administration expenses, and
they take into account embedded options and guarantees and investment yields relating to assets backing these
contracts. Contract specific risks (insurance risk, asset return risk, inflation risk, persistency, adverse selection, etc.)
directly related to the contracts that might make the net liabilities inadequate, are also considered.
Any identified deficiency is charged to the income statement, initially by respectively writing off DAC or VBI, and
subsequently by establishing a LAT provision for losses arising from the liability adequacy test for any amount in excess
of DAC and VBI. For non-life insurance contracts, an unexpired risk provision is accounted for contracts on which the
premiums are expected to be insufficient to cover expected future claims and claims expenses.
Embedded derivatives in insurance and investment contracts with discretionary participating features
Embedded derivatives that meet the definition of an insurance contract or correspond to options to surrender insurance
contracts for a set amount (or based on a fixed amount and an interest rate) are not separately measured. All other
embedded derivatives are bifurcated and booked at fair value when material if they are not considered as closely related
to the host insurance contract or do not meet the definition of an insurance contract.
1.12.3. Investment contracts with no discretionary participating features
In accordance with IAS 39, these contracts are accounted for using “deposit accounting”, which mainly results in not
recognizing the cash flows corresponding to premiums, benefits and claims in the statement of income (see “Revenue
recognition” section below). These cash flows shall rather be recognized as deposits and withdrawals.
This category includes mainly unit-linked contracts that do not meet the definition of insurance or investment contracts
with discretionary participating features. For unit-linked contracts, the liabilities recognized under existing accounting
policies are valued according to the fair value of the financial assets backing those contracts at the balance sheet date.
Unearned fees reserve
Fees received at inception of an investment contract with no discretionary participating features to cover future services
are recognized as liabilities and accounted in the income statement based on the same amortization pattern as the one
used for deferred origination costs (see section 1.6.4).
1.13. Reinsurance: ceded reinsurance
Transactions relating to reinsurance assumed and ceded are accounted in the balance sheet and income statement in
a similar way to direct business transactions provided that these contracts meet the insurance contracts classification
requirements and in agreement with contractual clauses.
1.14. Financing debts
Financing debts issued to finance the solvency requirements of an operational entity or to acquire a portfolio of
contracts are isolated in a specific balance sheet aggregate.
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1.15. Other liabilities
1.15.1. Income taxes
The current income tax expense (benefit) is recorded in the income statement on the basis of net amounts estimated
to be payable (or recoverable) in relation to taxable operations recorded during the year and based on the local tax
regulation.
Deferred tax assets and liabilities emerge from temporary differences between the accounting and fiscal values of
assets and liabilities, and from tax loss carryforwards. Deferred tax assets are recognized to the extent that it is probable
that future taxable profit will be available to offset the temporary differences. Therefore, deferred tax assets that are not
expected to be recovered are written off.
A deferred tax liability is recognized for any taxable temporary difference relating to the value of shares in a consolidated
company held, unless the Group controls at what date the temporary difference will reverse and it is probable that the
temporary difference will not reverse in the foreseeable future. If a group company decides to sell its stake in another
consolidated entity, the difference between the carrying value and the tax value of these shares for the company that
holds them leads to the recognition of a deferred tax asset or liability (including as part of a business combination when
the Group as the buyer intends to sell or carry out internal restructuring of the shares following the acquisition). The
same approach applies to dividend payments that have been voted or deemed likely, to the extent that a tax on
dividends will be due.
Following a business combination, a deferred tax liability or asset is also recognized on changes in the timing difference
between the tax value and carrying value of a tax-deductible item of goodwill. This deferred tax is only released if the
goodwill is impaired or if the corresponding consolidated shares are sold.
The measurement of deferred tax liabilities and deferred tax assets reflects the expected tax impact, at the balance
sheet date.
1.15.2. Pensions and other post-retirement benefits
Pensions and other post-retirement benefits include the benefits payable to AXA Group employees after they retire
(retirement compensation, additional pension benefit, health insurance). In order to meet those obligations, some
regulatory framework have allowed or enforced the set up of dedicated funds (plan assets).
–Defined contribution plans:payments are made by the employer to a third party (e.g. pension trusts). These
payments free the employer of any further commitment, and the obligation to pay acquired benefits to the employees
is transferred. The contributions paid by the employer are recorded as an expense in the income statement and no
liability needs to be recorded.
–Defined benefit plans:an actuarial assessment of the commitments based on each plan’s internal rules is
performed. The present value of the future benefits paid by the employer, known as the PBO (Projected Benefit
Obligation), is calculated annually on the basis of long-term projections of rate of salary increase, inflation rate,
mortality, staff turnover, pension indexation and remaining service lifetime. The amount recorded in the balance sheet
for employee benefits is the difference between the Projected Benefit Obligation and the market value at the balance
sheet date of the corresponding invested plan assets after adjustment for any unrecognized losses or gains. If the net
F-33
result is negative, a provision is recorded in the balance sheet under the provision for risks and charges heading. If
the net result is positive, a prepaid asset is recorded in the balance sheet.Actuarial gains and lossesarising from
experience adjustments and changes in actuarial assumptions are recognized in shareholders’ equity in full in the
period in which they occur. Similarly, any adjustment arising from the asset ceiling is recognized in shareholders’
equity.Past-service costsare recognized immediately in the income statement, unless the changes to the pension
plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this
case, past-service costs are amortized on a straight-line basis over the vesting period.
1.15.3. Share-based compensation plans
Group’s share-based compensation plans are predominantly equity-settled plans.
All equity-settled stock option plans grantedafter November 7, 2002 and not fully vested as at January 1, 2004
are accounted for at fair value at the date they were granted and the fair value is expensed over the vesting period.
Cash-settled stock option plansare recognized at fair value, which is remeasured at each balance sheet date with
any change in fair value recognized in the statement of income.
The AXA Shareplanissued under specific French regulatory framework includes two options: traditional and leveraged
option.
The cost of the traditional option Shareplan is valued according to the specific guidance issued in France by the CNC
(Conseil National de la Comptabilité).The cost of the leveraged option plan is valued by taking into account the five-
year lock-up period for the employees (as in the traditional plan) but adding the opportunity cost implicitly borne by AXA
by enabling its employees to benefit from an institutional derivatives-based pricing instead of a retail pricing.
1.16. Provisions for risks, charges and contingent liabilities
1.16.1. Restructuring costs
Restructuring provisions other than those related to a business combination are recorded when the Group has a
present obligation evidenced by a binding sale agreement or a formal detailed restructuration plan whose main features
have been announced to those impacted.
1.16.2. Other provisions and contingencies
Provisions are recognized when the Group has a present obligation (legal or implicit) as a result of past events, when it
is more likely than not that an outflow of resources will be required to settle the obligation, and when the provision can
be reliably estimated.
Provisions are not recognized for future operating losses or future losses associated with the ongoing activities of the
company.
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The same applies to contingent liabilities, except if identified at the time of a business combination (see section 1.3.2).
Provisions are measured at management’s best estimate, at the balance sheet date, of the expenditure required to
settle the obligation, discounted at the market risk-free rate of return for long-term provisions.
1.17. Revenue recognition
1.17.1. Gross written premiums
Gross written premiums correspond to the amount ofpremiums writtenby insurance and reinsurance companies on
business incepted in the year with respect to both insurance contracts and investment contracts with discretionary
participating features, net of cancellations and gross of reinsurance ceded. For reinsurance, premiums are recorded on
the basis of declarations made by the ceding company, and may include estimates of gross written premiums.
1.17.2. Fees and revenues from investment contracts
with no discretionary participating features
Amounts collected as premiums from investment contracts with no discretionary participating features are reported as
deposits net of any loadings and policy fees. Revenues from these contracts consist of loadings and policy fees relating
to underwriting, investment management, administration and surrender of the contract during the period. Front-end
fees collected corresponding to fees for future services are recognized over the estimated life of the contract (see
“Unearned fees reserves” section 1.12.3).
1.17.3. Deposit accounting
Investment contracts with no discretionary participating features fall within the scope of IAS 39. Deposit accounting
applies to these contracts, which involves the following:
– the Group recognizes the consideration received as a deposit financial liability rather than as revenues;
– claims paid are recognized as withdrawals.
1.17.4. Unbundling
The Group unbundles the deposit component of contracts when required by IFRS 4, i.e. when both the following
conditions are met :
– the Group can measure separately the “deposit” component (including any embedded surrender option, i.e. without
taking into account the “insurance” component);
– the Group accounting methods do not otherwise require to recognize all obligations and rights arising from the
“deposit” component.
No such situation currently exists within the Group. In accordance with IFRS 4, the Group continues to use the
accounting principles previously applied by AXA to insurance contracts and investment contracts with discretionary
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participating features. According to these principles, there are no situations in which all rights and obligations related to
contracts are not recognized.
1.17.5. Change in unearned premiums reserves net of unearned revenues and fees
Changes in unearned premiums reserves net of unearned revenues and fees include the change in the unearned
premium reserve reported as a liability (see “Unearned premium reserves” in section 1.12.2) along with the change in
unearned revenues and fees. Unearned revenues and fees correspond to upfront charges for future services
recognized over the estimated life of insurance and investment contracts with discretionary participating features (see
“Provisions for unearned revenues” in section 1.12.2) and investment contracts with no discretionary participating
features (see section 1.12.3 “Provisions for unearned fees”).
1.17.6. Net revenues from banking activities
Net revenues from banking activities include all revenues and expenses from banking operating activities, including
interests and banking fees.
They exclude bank operating expenses and change in bad debts provisions, doubtful receivables or loans, which are
recorded in the item “Bank operating expenses”.
1.17.7. Revenues from other activities
Revenues from other activities mainly include:
– insurance companies revenues from non insurance activities, notably commissions received on sales or distribution
of financial products;
– commissions received and fees for services relating to asset management activities;
– rental income received by real estate management companies; and
– sales proceeds received on buildings constructed or renovated and subsequently sold by real estate businesses.
1.17.8. Net investment result excluding financing expenses
The net investment result in respect of insurance activities includes:
– investment income from investments from non banking activities, net of impairment expense on real estate
investments (impairment expense relating to owner occupied properties is included in “administrative expenses”
aggregate); this item includes interest received calculated using the effective interest method for debt instruments and
dividends received on equity instruments;
– investment management expenses (excludes financing debt expenses);
– realized investment gains and losses net of releases of impairment following sales;
– the change in unrealized gains and losses on invested assets measured at fair value through profit or loss;
– the change in financial assets impairment (excluding releases of impairment following sales).
In respect of banking activities, interest income and financial charges including interest expenses are included in the
“Net revenue from banking activities” item (see section 1.17.6).
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Any gain or loss arising from a change in AXA’s ownership interest in a subsidiary not wholly owned, following an
issuance or redemption of equity instruments, is recorded in the net investment result. The gain or loss would
correspond to the change in AXA’s share of the subsidiary’s shareholders’ equity before and after the operation.
1.18. Presentation of financial statements
As part of its continuing review aimed at improving the presentation of its financial statements and to ensure that its
accounting principles are consistent with those applied by its peers, the Group has amended some presentational
aspects of its financial statements.
Consolidated income statement
The “Change in goodwill impairment” aggregate is now presented under “the other operating income and expenses
aggregate” and is therefore included in “Income from operating activities before tax”. It was previously presented after
“Operating income before tax”.
The Group no longer reports “Net income Group share” (obtained by deducting minority interests from “Consolidated
net income”). Net income is now broken down into “Minority interests share in net consolidated result” and “Net income
Group share”. These two items are presented at the bottom of the income statement as an allocation of net income.
Statement of consolidated cash flows
Following the change in the consolidated income statement format regarding the “Change in goodwill impairment” item,
and in order to make the presentation more consistent with that adopted by its peers, the Group has also changed the
starting point of the statement of consolidated cash flows. The statement of consolidated cash flows now starts with
“Net operating result before tax”, whereas it used to be with “Income from operating activities, gross of tax expenses”.
As a result, the following income statement items are now included in the starting point of the statement of consolidated
cash flows: “Change in goodwill impairment”, “Income arising from investments in associates – Equity method” and
“Financing debt expenses”.
F-37
Note 2: Scope of consolidation
2.1. Consolidated companies
2.1.1. Main fully consolidated companies
December31, 2006 | December 31, 2005 | ||||||||||
Parent and Holding Companies | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
France | |||||||||||
AXA | Parent Company | Parent Company | |||||||||
AXA China | 100.00 | 76.82 | 100.00 | 76.28 | |||||||
AXA France Assurance | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Colisée Excellence | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA Participations II | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Mofipar | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Oudinot Participation | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Société Beaujon | 99.99 | 99.99 | 99.99 | 99.99 | |||||||
AXA Technology Services | 100.00 | 99.99 | 99.99 | 99.99 | |||||||
United States | |||||||||||
AXA Financial Inc. | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA America Holding Inc. | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
United Kingdom | |||||||||||
Guardian Royal Exchange Plc | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
AXA UK Plc | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
AXA Equity & Law Plc | 99.96 | 99.96 | 99.96 | 99.96 | |||||||
Ireland | |||||||||||
AXA Life Europe | Acquisition | 100.00 | 100.00 | – | – | ||||||
Asia/Pacific (excluding Japan) | |||||||||||
National Mutual International Pty Ltd | 100.00 | 52.69 | 100.00 | 52.95 | |||||||
AXA Life Singapore Holding | 100.00 | 52.69 | 100.00 | 52.95 | |||||||
AXA Asia Pacific Holdings Ltd | 53.71 | 52.69 | 52.95 | 52.95 | |||||||
Japan | |||||||||||
AXA Japan Holding | 97.69 | 97.69 | 97.59 | 97.59 | |||||||
Germany | |||||||||||
Kölnische Verwaltungs AG für Versicherungswerte | 99.56 | 98.76 | 99.56 | 97.77 | |||||||
AXA Konzern AG | 96.84 | 96.52 | 92.76 | 92.19 | |||||||
Belgium | |||||||||||
AXA Holdings Belgium | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Royale Belge Investissement | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Luxembourg | |||||||||||
AXA Luxembourg SA | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
The Netherlands | |||||||||||
AXA Verzekeringen | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
AXA Nederland BV | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Vinci BV | 100.00 | 100.00 | 100.00 | 100.00 |
F-38
December 31, 2006 | December 31, 2005 | ||||||||||
Parent and Holding Companies | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
Spain | |||||||||||
AXA Aurora S.A. | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Italy | |||||||||||
AXA Italia SpA | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Maroc | |||||||||||
AXA Ona | 51.00 | 51.00 | 51.00 | 51.00 | |||||||
Turkey | |||||||||||
AXA Oyak Holding AS | 50.00 | 50.00 | 50.00 | 50.00 |
December 31, 2006 | December 31, 2005 | ||||||||||
Life & Savings and Property & Casualty | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
France | |||||||||||
AXA France Iard | 99.92 | 99.92 | 99.92 | 99.92 | |||||||
Avanssur(formerly Direct Assurances Iard) | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA France Vie | 99.77 | 99.77 | 99.77 | 99.77 | |||||||
AXA Protection Juridique | 98.51 | 98.51 | 98.51 | 98.51 | |||||||
United States | |||||||||||
AXA Financial (sub-group) | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Canada | |||||||||||
AXA Canada Inc. (sub-group including Citadel) | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
United Kingdom | |||||||||||
AXA Insurance Plc | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
AXA Sun Life Plc | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
AXA PPP Healthcare Group Plc | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
AXA PPP Healthcare Limited | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
Ireland | |||||||||||
AXA Insurance Limited | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
Asia/Pacific (excluding Japan) | |||||||||||
AXA Life Insurance Singapore | 100.00 | 52.69 | 100.00 | 52.95 | |||||||
AXA Australia New Zealand | 100.00 | 52.69 | 100.00 | 52.95 | |||||||
AXA China Region Limited (including MLC Hong Kong) | Acquisition of MLC | 100.00 | 52.69 | 100.00 | 52.95 | ||||||
AXA General Insurance Hong Kong Ltd | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA Insurance Singapore | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
PT AXA Life Indonesia | 80.00 | 42.15 | – | – | |||||||
MLC Indonesia | Acquisition | 100.00 | 52.69 | – | – | ||||||
Japan | |||||||||||
AXA Group Life Insurance | Merger with AXA Life Insurance Japon | – | – | 100.00 | 97.59 | ||||||
AXA Life Insurance | 100.00 | 97.69 | 100.00 | 97.59 | |||||||
AXA Non Life Insurance Co Ltd | 100.00 | 97.69 | 100.00 | 97.59 |
F-39
December 31, 2006 | December31, 2005 | ||||||||||
Life & Savings and Property & Casualty | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
Germany | |||||||||||
AXA Versicherung AG | Minority interest buyout | 100.00 | 96.52 | 100.00 | 92.19 | ||||||
AXA Art | Minority interest buyout | 100.00 | 96.52 | 100.00 | 92.19 | ||||||
AXA Leben Versicherung AG | Minority interest buyout | 100.00 | 96.52 | 100.00 | 92.19 | ||||||
Pro Bav Pensionskasse | Minority interest buyout | 100.00 | 96.52 | 100.00 | 92.19 | ||||||
Deutsche Aerzteversicherung | Minority interest buyout | 97.87 | 94.47 | 97.87 | 90.23 | ||||||
AXA Kranken Versicherung AG | Minority interest buyout | 99.69 | 96.23 | 99.69 | 91.91 | ||||||
Belgium | |||||||||||
Ardenne Prévoyante | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
AXA Belgium SA | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Servis (formerly Assurance de la Poste) | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Assurances de la Poste Vie | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Luxembourg | |||||||||||
AXA Assurances Luxembourg | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
AXA Assurances Vie Luxembourg | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
The Netherlands | |||||||||||
AXA Leven N.V. | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
AXA Schade N.V. | 100.00 | 99.92 | 100.00 | 99.92 | |||||||
Spain | |||||||||||
Hilo Direct SA de Seguros y Reaseguros | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA Aurora SA Iberica de Seguros y Reaseguros | 99.70 | 99.70 | 99.70 | 99.70 | |||||||
AXA Aurora SA Vida de Seguros y Reaseguros | 99.70 | 99.70 | 99.70 | 99.70 | |||||||
AXA Aurora SA Vida | 99.96 | 99.67 | 99.96 | 99.67 | |||||||
Italy | |||||||||||
AXA Interlife | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
UAP Vita | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA Assicurazioni e Investimenti | 100.00 | 99.99 | 100.00 | 99.99 | |||||||
Portugal | |||||||||||
AXA Portugal Companhia de Seguros SA | 99.61 | 99.37 | 99.70 | 99.51 | |||||||
AXA Portugal Companhia de Seguros de Vida SA | 95.09 | 94.89 | 95.09 | 94.89 | |||||||
Seguro Directo | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Morocco | |||||||||||
AXA Assurance Maroc | 100.00 | 51.00 | 100.00 | 51.00 | |||||||
Turkey | |||||||||||
AXA Oyak Hayat Sigorta AS | 100.00 | 50.00 | 100.00 | 50.00 | |||||||
AXA Oyak Sigorta AS | 70.96 | 35.48 | 70.96 | 35.48 | |||||||
Switzerland | |||||||||||
AXA Compagnie d’Assurances sur la Vie | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
AXA Compagnie d’Assurances | 100.00 | 100.00 | 100.00 | 100.00 |
F-40
December 31, 2006 | December 31, 2005 | |||||||||
International Insurance (entities having worldwide activities) | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | |||||
AXA RE (sub-group) | Sale of AXA RE business | – | – | 100.00 | 100.00 | |||||
AXA Corporate Solutions Assurance (sub-group) | 98.75 | 98.75 | 98.75 | 98.75 | ||||||
AXA Cessions | 100.00 | 100.00 | 100.00 | 100.00 | ||||||
AXA Assistance SA (sub-group) | 100.00 | 100.00 | 100.00 | 100.00 | ||||||
AXA Global Risks UK | 100.00 | 100.00 | 100.00 | 100.00 | ||||||
Saint-Georges Ré | 100.00 | 100.00 | 100.00 | 100.00 |
December 31, 2006 | December 31, 2005 | ||||||||||
Asset Management (entities having worldwide activities) | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
AXA Investment Managers (sub-group)(a) | 94.82 | 94.58 | 95.11 | 94.58 | |||||||
AllianceBernstein (sub-group) | 60.28 | 60.28 | 61.08 | 61.08 | |||||||
(a) Including Framlington. |
Other Financial Services | Change in scope | December31, 2006 | December 31, 2005 | ||||||||
Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||||
France | |||||||||||
AXA Banque | 100.00 | 99.92 | 100.00 | 99.91 | |||||||
AXA Banque Financement | 65.00 | 64.95 | 65.00 | 64.94 | |||||||
Compagnie Financière de Paris | 100.00 | 100.00 | 100.00 | 100.00 | |||||||
Sofinad | 100.00 | 99.99 | 100.00 | 100.00 | |||||||
Germany | |||||||||||
AXA Bank AG | 100.00 | 96.52 | 100.00 | 92.19 | |||||||
Belgium | |||||||||||
AXA Bank Belgium | 100.00 | 99.92 | 100.00 | 99.92 |
On December 22, 2006, AXA completed its acquisition of Winterthur after receiving all regulatory authorizations.
December 31, 2006 | December 31, 2005 | ||||||||||
Holding Companies | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
The Netherlands | |||||||||||
DBV Holding N.V. | Acquisition | 100.00 | 96.69 | – | – | ||||||
Winterthur Verzekeringen Holding B.V. | Acquisition | 100.00 | 100.00 | – | – | ||||||
Germany | |||||||||||
DBV-Winterthur Holding AG | Acquisition | 96.69 | 96.69 | – | – | ||||||
WinCom Versicherungs-Holding AG | Acquisition | 100.00 | 100.00 | – | – | ||||||
Winterthur Beteiligungs-Gesellschaft mbH | Acquisition | 100.00 | 100.00 | – | – | ||||||
Spain | |||||||||||
Hispanowin S.A. | Acquisition | 100.00 | 100.00 | – | – | ||||||
Switzerland | |||||||||||
Finance Solutions SARL | Acquisition | 100.00 | 100.00 | – | – | ||||||
United Kingdom | |||||||||||
Winterthur (UK) Holdings Ltd | Acquisition | 100.00 | 100.00 | – | – |
F-41
December 31, 2006 | December 31, 2005 | ||||||||||
Life & Savings and Property & Casualty | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
Eastern Europe | |||||||||||
Winterthur Czech Republic Pension Funds | Acquisition | 79.97 | 79.97 | – | – | ||||||
Winterthur Czech Republic Insurance | Acquisition | 65.01 | 65.01 | – | – | ||||||
Winterthur Hungary | Acquisition | 65.00 | 65.00 | – | – | ||||||
Winterthur Poland | Acquisition | 65.00 | 65.00 | – | – | ||||||
Winterthur Poland Pension Funds | Acquisition | 70.00 | 70.00 | – | – | ||||||
Winterthur Slovakia | Acquisition | 88.21 | 88.21 | – | – | ||||||
The Netherlands | |||||||||||
Winterthur Leven NV | Acquisition | 100.00 | 100.00 | – | – | ||||||
DBV Leven N.V. | Acquisition | 100.00 | 96.69 | – | – | ||||||
DBV Schade | Acquisition | 100.00 | 96.69 | – | – | ||||||
DBV Finance BV | Acquisition | 100.00 | 96.69 | – | – | ||||||
Winterthur Schade N.V. | Acquisition | 100.00 | 100.00 | – | – | ||||||
Germany | |||||||||||
DBV-Winterthur Krankenversicherung AG | Acquisition | 100.00 | 96.69 | – | – | ||||||
DBV-Winterthur Lebensversicherung AG | Acquisition | 99.74 | 96.44 | – | – | ||||||
Winsecura Pensionskasse AG | Acquisition | 100.00 | 96.44 | – | – | ||||||
Rheinisch-Westfälische Sterbekasse Lebensversicherung AG | Acquisition | 100.00 | 96.69 | – | – | ||||||
DBV Deutsche Beamten-Versicherung AG | Acquisition | 100.00 | 96.69 | – | – | ||||||
DBV-Winterthur Versicherung AG (DWS) | Acquisition | 100.00 | 96.69 | – | – | ||||||
DBV-WinSelect Versicherung AG | Acquisition | 100.00 | 96.69 | – | – | ||||||
Spain | |||||||||||
Winterthur Vida y Pensiones | Acquisition | 100.00 | 100.00 | – | – | ||||||
Winterthur Seguros Generales S.A. de Seguros y Reaseguros | Acquisition | 100.00 | 100.00 | – | – | ||||||
Winterthur Salud (SA de Seguros) | Acquisition | 100.00 | 100.00 | – | – | ||||||
Asia/Pacific (excluding Japan) | |||||||||||
Winterthur Life (Hong Kong) Ltd | Acquisition | 100.00 | 100.00 | – | – | ||||||
Switzerland | |||||||||||
Winterthur Life | Acquisition | 100.00 | 100.00 | – | – | ||||||
Winterthur-ARAG Legal Assistance | Acquisition | 66.67 | 66.67 | – | – | ||||||
Winterthur Swiss Insurance Company Holding | Acquisition | 100.00 | 100.00 | – | – | ||||||
Winterthur Swiss Insurance P&C | Acquisition | 100.00 | 100.00 | – | – | ||||||
United Kingdom | |||||||||||
Winterthur Life UK Limited | Acquisition | 100.00 | 100.00 | – | – | ||||||
Japan | |||||||||||
Winterthur Swiss Life Insurance Co. Ltd | Acquisition | 100.00 | 100.00 | – | – | ||||||
Belgium | |||||||||||
Winterthur Europe Assurance – Vie | Acquisition | 99.81 | 99.81 | – | – | ||||||
Winterthur Europe Assurances – Non-Vie | Acquisition | 99.81 | 99.81 | – | – | ||||||
Les Assurés Réunis | Acquisition | 99.93 | 99.74 | – | – | ||||||
Touring Assurances SA | Acquisition | 100.00 | 99.81 | – | – |
F-42
International Insurance | Change in scope | December31, 2006 | December 31, 2005 | ||||||||
(entities having worldwide activities) | Voting rights | Ownership interest | Voting rights | Ownership interest | |||||||
Switzerland | |||||||||||
AXA LM Switzerland | Acquisition | 100.00 | 100.00 | – | – | ||||||
Winplan | Acquisition | 100.00 | 100.00 | – | – | ||||||
United States | |||||||||||
Harrington | Acquisition | 100.00 | 100.00 | – | – | ||||||
December31, 2006 | December 31, 2005 | ||||||||||
Asset Management (entities having worldwide activities) | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
Switzerland | |||||||||||
Winterthur Investment Management AG | Acquisition | 100.00 | 100.00 | – | – | ||||||
December31, 2006 | December 31, 2005 | ||||||||||
Other Financial Services | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
The Netherlands | |||||||||||
Holland Homes I | Acquisition | 100.00 | 100.00 | – | – | ||||||
Holland Homes II | Acquisition | 100.00 | 100.00 | – | – | ||||||
Holland Homes III | Acquisition | 100.00 | 100.00 | – | – | ||||||
Holland Homes IV | Acquisition | 100.00 | 100.00 | – | – |
Aside from Winterthur, the main entries into the scope of consolidation in 2006 wereCitadel(Canada),MLC Hong
KongandMLC Indonesia.In 2005, theUK’s Framlington Group Limitedwas acquired by AXA Investment
Managers andSeguro Directowas acquired in Portugal.
The main removals from the scope in 2006 arose from the sale ofParfimmoin Belgium andAXA RE’s activitiesto
Paris Ré Holding on December 21, 2006. In 2005,Advest,a subsidiary of AXA Financial Group (US life business) left
the scope.
Investment funds and other investments
Funds and other investments consolidated by AXA are as follows:
Consolidated mutual funds represented total investments of€84,899 million at end-2006 (€67,549 million at
December 31, 2005 and€55,434 million at December 31, 2004). This amount relates to 279 funds, mainly in France,
the UK, Germany, Australia and Japan. The funds are mainly in the Life & Savings business segment.
The 70 consolidated real estate companies represented total investments of€22,898 million at end-2005 (€18,795 million
at December 31, 2005 and€6,110 million at December 31, 2004), mainly in France, the UK, Germany and Japan.
The 8 consolidated CDOs represented total investments of€1,410 million at end-2005 (€1,806 million a t December 31,
2005 and€1,871 million at December 31, 2004).
In most investment funds (particularly open-ended mutual funds), minority interests do not meet the definition of shareholders’ equity. They are therefore presented as liabilities under “Minorities in controlled funds and other commitments to buy out minority interests”. At December 31, 2006, minorities in controlled funds amounted to€6,099 million (€4,326 million at December 31, 2005 and€3,223 million at December 31, 2004).
F-43
2.1.2. Proportionately consolidated companies
December31, 2006 | December31, 2005 | ||||||||||
Life & Savings and Property & Casualty | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||
France | |||||||||||
Natio Assurances | 50.00 | 49.96 | 50.00 | 49.96 | |||||||
NSM Vie | 39.98 | 39.98 | 39.98 | 39.98 | |||||||
Fonds Immobiliers Paris Office Funds | 50.00 | 49.91 | 50.00 | 49.91 |
2.1.3. Investments in equity-accounted companies
Equity-accounted companies excluding mutual funds and real estate entities
December31, 2006 | December 31, 2005 | ||||||||||||
Life & Savings and Property & Casualty | Change in scope | Voting rights | Ownership interest | Voting rights | Ownership interest | ||||||||
France | |||||||||||||
Compagnie Financière de Paris Crédit | Merger with Compagnie Financière de Paris | – | – | 100.00 | 100.00 | ||||||||
Argovie | 95.23 | 95.01 | 94.47 | 94.25 | |||||||||
Banque de Marchés et d’Arbitrages | 27.71 | 27.70 | 27.71 | 27.70 | |||||||||
Asia/Pacific | |||||||||||||
AXA Insurance Investment Holding | Liquidation | – | – | 100.00 | 100.00 | ||||||||
AXA Affin General Insurance Berhad | Scope entry | 50.48 | 50.48 | – | – | ||||||||
PT AXA Mandiri Financial Services | Scope entry | 51.00 | 26.87 | – | – | ||||||||
Philippine AXA Life Insurance Corporation | Scope entry | 44.98 | 23.70 | – | – | ||||||||
Krungthai AXA Life Insurance Company Ltd | Scope entry | 50.00 | 26.34 | – | – | ||||||||
Belgium | |||||||||||||
Parfimmo | Liquidation | – | – | 33.33 | 33.31 |
Equity-accounted mutual funds and real estate entities
At December 31, 2006, equity-accounted real estate companies represented total assets of€693 million (€234 million
at end-2005), including€298 million relating to real estate companies arising from the Winterthur acquisition. Equity-
accounted mutual funds represented total assets of€1,376 million, mainly in France, the United States and Switzerland
(€1,346 million at end-2005).
2.2. Other comments on the scope of consolidation
AXA’s consolidated financial statements are prepared at December 31 based on individual company financial
statements at the same date, with the exception of companies in the Japanese life insurance business (AXA Japan
excluding Winterthur Swiss Life Insurance), which have a September 30 financial year-end.
F-44
2.3. Consolidated entities relating to specific operations
Securitisation of mortgages loans in the life portfolio of DBV in the Netherlands
The Holland Homes mortgage securitization structures previously set up by Winterthur Group are consolidated within
DBV’s operations in the Netherlands. Mortgage loans are issued to sell life insurance products. Surplus loans issued
are securitized through special purpose entities.
The following operations, described in the 2005 financial statements, continued in 2006:
Acacia
The Acacia SPV is consolidated within the operations of AXA France Vie. The main impact of this is a€220 million
increase in the AXA Group’s other liabilities, and a parallel increase in receivables resulting from insurance operations.
Securitization of the French motor insurance portfolio
On December 9, 2005, AXA announced the closing of the€200 million securitization of its French motor insurance
portfolio. This operation, launched on November 3, 2005, was the first ever securitization of a low claim severity, high
claim frequency insurance portfolio. Through securitization, AXA has transferred to the financial markets the deviation
of the cost of claims on the securitized insurance portfolio above a certain threshold for four consecutive and
independent annual periods. The transaction was oversubscribed and had an average margin per tranche of 28bp over
Euribor 3 month rates, in line with similarly rated synthetic bank securitizations. Since the threshold for transferring risk
to the financial markets was not reached, the recognition of this operation in AXA’s consolidated financial statements
mainly involves the consolidation of the vehicle carrying the portion subscribed by AXA, and the recognition on the
balance sheet under other liabilities of a€200 million deposit received from reinsurers.
AXA Japan
In 2002, AXA Japan sold 102 buildings with net book value of JPY 40 billion to a fund owned by a third party and AXA
Japan for JPY 43 billion, with a view to selling the buildings to other parties.
Due to AXA Japan’s continuing involvement in managing these buildings, the Group is considered to retain almost all of
the risks and benefits relating to ownership of the transferred assets, and so the assets have been kept on the balance
sheet. The assets relating to this transaction kept on the balance sheet at December 31, 2006 totaled JPY 12 billion
(€80 million).
Matignon Finances
AXA has set up an intra-group financing and cash management company. This company entered the scope of
consolidation in 2005.
F-45
Note 3: Segmental information
(Balance sheet and Statement of income)
AXA has five operating business segments: Life & Savings, Property & Casualty, International Insurance, Asset
Management and Other Financial Services. An additional “Holding companies” segment includes all non-operational
activities. The financial information relating to AXA’s business segments and holding company activities is consistent
with the presentation provided in the consolidated financial statements.
Life & Savings:AXA offers a broad range of Life & Savings products including individual and group savings retirement
products, life and health products. They comprise traditional term and whole life insurance, immediate annuities and
investment products (including endowments, savings-related products, such as variable life and variable annuity
products).
Property & Casualty:This business segment includes a broad range of products including mainly motor, household,
property and general liability insurance for both personal and commercial customers (commercial customers being
mainly small to medium-sized companies). In some countries, this segment includes health products.
International Insurance:This segment’s operations include insurance products that specifically relate to AXA
Corporate Solutions Assurance. These products provide coverage to large national and international corporations
mainly relating to property damage, third party liability, marine, aviation and transport, construction, financial risk, and
directors and officers liability. The segment also includes assistance activities and the Group’s run-off management
activities, managed by AXA LM, including risks underwritten by AXA RE relating to the 2005 underwriting year and
before. Reinsurance operations (AXA RE) principally focus on: property damage, marine and aviation property, and third
party liability. Years prior to 2005 are covered by a treaty ceding 100% of reinsurance to Paris Ré.
TheAsset Management Segment’sproducts and services include diversified asset management (including mutual
fund management) and related services, which are provided to a variety of institutional clients and individuals, including
AXA’s insurance companies.
TheOther Financial Services Segment’sproducts and services mainly include banking activities conducted primarily
in France and Belgium and financial vehicles including certain Special-Purpose Entities (CDOs and mortgage
securitization vehicles).
In this item 18, unless otherwise indicated, the terms (1), “Insurance” covers the three insurance segments: Life &
Savings, Property & Casualty and International Insurance, and (2) “Financial Services” includes both the Asset
Management segment and the Other Financial Services segment.
F-46
3.1. Segmental balance sheet
3.1.1. Assets
SEGMENTAL ASSETS | (in Euro million) | ||||||||||||||||
December 31, 2006 | |||||||||||||||||
Life & Savings | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL | ||||||||||
Intangible assets | 27,789 | 6,242 | 66 | 4,834 | 71 | 364 | – | 39,365 | |||||||||
Investments | 525,298 | 54,993 | 9,770 | 665 | 10,985 | 10,091 | (12,621) | 599,182 | |||||||||
Reinsurer’s share in insurance and investment contracts liabilities | 5,055 | 2,269 | 4,985 | – | – | – | (272) | 12,038 | |||||||||
Other assets & receivables(a) | 18,017 | 694 | 4,916 | 4,468 | 15,316 | 41,094 | (10,872) | 73,633 | |||||||||
Assets held for sale and from discontinued operations | 235 | 3,102 | – | – | – | – | – | 3,337 | |||||||||
TOTAL ASSETS | 576,395 | 67,300 | 19,737 | 9,967 | 26,372 | 51,549 | (23,764) | 727,555 | |||||||||
Of which: | |||||||||||||||||
France | 136,092 | 16,924 | – | – | – | – | – | 153,016 | |||||||||
United States | 120,215 | – | – | – | – | – | – | 120,215 | |||||||||
United Kingdom | 107,125 | 10,135 | – | – | – | – | – | 117,259 | |||||||||
Japan | 39,403 | – | – | – | – | – | – | 39,403 | |||||||||
Germany | 57,860 | 10,123 | – | – | – | – | – | 67,983 | |||||||||
Belgium | 24,969 | 10,669 | – | – | – | – | – | 35,638 | |||||||||
Switzerland | 41,347 | 5,225 | – | – | – | – | – | 46,572 | |||||||||
Other countries and other transnational activities | 49,383 | 14,224 | 19,737 | 9,967 | 26,372 | 51,549 | (23,764) | 147,468 | |||||||||
TOTAL ASSETS | 576,395 | 67,300 | 19,737 | 9,967 | 26,372 | 51,549 | (23,764) | 727,555 |
(a) Including cash and cash equivalents, deposits and guarantees, various debtors and assets covering employee benefit liabilities.
OF WHICH WINTERTHUR
(in Euro million)
December 31, 2006 | |||||||||||||||||
Life & Savings | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL | ||||||||||
Goodwill | 1,436 | 1,326 | – | – | – | – | – | 2,762 | |||||||||
Other intangible assets | 2,645 | 1,152 | – | – | – | – | – | 3,796 | |||||||||
Other assets | 92,789 | 17,812 | 1,412 | 4 | 2,885 | 1,454 | (3,763) | 112,592 | |||||||||
TOTAL ASSETS | 96,870 | 20,290 | 1,412 | 4 | 2,885 | 1,454 | (3,763) | 119,151 |
F-47
SEGMENTAL ASSETS | (in Euro million) | ||||||||||||||||
December 31, 2005 | |||||||||||||||||
Life & Savings(b) | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL(b) | ||||||||||
Intangible assets(b) | 22,977 | 3,470 | 169 | 4,972 | 70 | 363 | – | 32,023 | |||||||||
Investments | 414,933 | 41,054 | 9,870 | 421 | 8,642 | 5,446 | (10,874) | 469,492 | |||||||||
Reinsurer’s share in insurance and investment contracts liabilities | 4,356 | 2,014 | 3,015 | – | – | – | (298) | 9,087 | |||||||||
Other assets & receivables(a) | 15,157 | 5,125 | 3,119 | 3,842 | 12,600 | 31,774 | (6,346) | 65,271 | |||||||||
Assets held for sale and from discontinued operations | 100 | 2 | – | – | – | – | – | 102 | |||||||||
TOTAL ASSETS | 457,523 | 51,665 | 16,173 | 9,235 | 21,312 | 37,584 | (17,517) | 575,974 | |||||||||
Of which: | – | – | – | – | – | – | – | – | |||||||||
France | 124,756 | 15,758 | – | – | – | – | – | 140,514 | |||||||||
United States | 123,290 | – | – | – | – | – | – | 123,290 | |||||||||
United Kingdom(b) | 83,748 | 9,629 | – | – | – | – | – | 93,377 | |||||||||
Japan | 34,405 | – | – | – | – | – | – | 34,405 | |||||||||
Germany | 34,103 | 8,383 | – | – | – | – | – | 42,486 | |||||||||
Belgium | 19,454 | 7,493 | – | – | – | – | – | 26,947 | |||||||||
Other countries and other transnational activities | 37,767 | 10,403 | 16,173 | 9,235 | 21,312 | 37,584 | (17,517) | 114,956 | |||||||||
TOTAL ASSETS | 457,523 | 51,665 | 16,173 | 9,235 | 21,312 | 37,584 | (17,517) | 575,974 |
(a) Including cash and cash equivalents, deposits and guarantees, various debtors and assets covering employee benefit liabilities.
(b) As described in note 1.12.2, the adoption of FRS 27 in the UK has led to adjustments on all periods presented. The effect of these adjustments is set
out in note 14.
SEGMENTAL ASSETS | (in Euro million) | ||||||||||||||||
December 31, 2004 | |||||||||||||||||
Life & Savings(b) | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL(b) | ||||||||||
Intangible assets(b) | 20,838 | 3,318 | 162 | 3,831 | 73 | 21 | – | 28,243 | |||||||||
Investments | 357,634 | 35,594 | 7,701 | 223 | 9,983 | 5,351 | (10,570) | 405,916 | |||||||||
Reinsurer’s share in insurance and investment contracts liabilities | 4,025 | 1,835 | 2,474 | – | – | – | (436) | 7,898 | |||||||||
Other assets & receivables(a) | 11,964 | 4,679 | 3,702 | 2,641 | 11,545 | 31,034 | (4,007) | 61,558 | |||||||||
Assets held for sale and from discontinued operations | 62 | – | – | – | – | – | – | 62 | |||||||||
TOTAL ASSETS | 394,523 | 45,426 | 14,038 | 6,695 | 21,601 | 36,406 | (15,013) | 503,678 | |||||||||
Of which: | |||||||||||||||||
France | 112,296 | 13,846 | – | – | – | – | – | 126,142 | |||||||||
United States | 100,793 | – | – | – | – | – | – | 100,793 | |||||||||
United Kingdom(b) | 70,650 | 8,390 | – | – | – | – | – | 79,040 | |||||||||
Japan | 29,036 | – | – | – | – | – | – | 29,036 | |||||||||
Germany | 32,068 | 8,029 | – | – | – | – | – | 40,097 | |||||||||
Belgium | 16,286 | 7,109 | – | – | – | – | – | 23,395 | |||||||||
Other countries and other transnational activities | 33,393 | 8,053 | 14,038 | 6,695 | 21,601 | 36,406 | (15,013) | 105,175 | |||||||||
TOTAL ASSETS | 394,523 | 45,426 | 14,038 | 6,695 | 21,601 | 36,406 | (15,013) | 503,678 |
(a) Including cash and cash equivalents, deposits and guarantees, various debtors and assets covering employee benefit liabilities.
(b) As described in note 1.12.2, the adoption of FRS 27 in the UK has led to adjustments on all periods presented. The effect of these adjustments is set
out in note 14.
F-48
3.1.2. Liabilities
SEGMENTAL LIABILITIES EXCLUDING SHAREHOLDERS’ EQUITY | (in Euro million) | ||||||||||||||||
December 31, 2006 | |||||||||||||||||
Life & Savings | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL | ||||||||||
Liabilities arising from insurance contracts(a) | 374,485 | 46,167 | 11,888 | – | – | – | (323) | 432,216 | |||||||||
Liabilities arising from investment contracts(a) | 100,849 | – | 543 | – | – | – | – | 101,393 | |||||||||
Unearned revenues and unearned fees reserves | 2,080 | – | – | – | – | – | – | 2,080 | |||||||||
Liabilities arising from policyholder’s participation | 24,742 | 184 | – | – | – | – | (8) | 24,918 | |||||||||
Derivatives relating to insurance and investment contracts | (130) | – | (33) | – | – | – | – | (163) | |||||||||
Provisions for risks and charges | 4,929 | 2,843 | 307 | 165 | 261 | 478 | – | 8,984 | |||||||||
Financing debt | 2,512 | 36 | 454 | 644 | 531 | 13,514 | (8,344) | 9,347 | |||||||||
Deferred tax liability | 4,924 | 1,541 | 193 | 102 | – | 62 | – | 6,823 | |||||||||
Payables | 44,655 | 11,111 | 6,159 | 6,597 | 25,476 | 10,842 | (14,861) | 89,978 | |||||||||
Liabilities from held for sale or discontinued operations | – | 1,812 | – | – | – | – | – | 1,812 | |||||||||
TOTAL LIABILITIES EXCLUDING CONSOLIDATED SHAREHOLDERS’ EQUITY | 559,045 | 63,694 | 19,512 | 7,508 | 26,268 | 24,896 | (23,536) | 677,387 | |||||||||
OF WHICH WINTERTHUR TOTAL LIABILITIES EXCLUDING CONSOLIDATED SHAREHOLDERS’ EQUITY | 93,669 | 14,787 | 1,612 | 4 | 2,885 | 2,018 | (3,763) | 111,212 |
(a) Also includes changes in liabilities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders.
F-49
SEGMENTAL LIABILITIES EXCLUDING SHAREHOLDERS’ EQUITY | (in Euro million) | ||||||||||||||||
December 31, 2005 | |||||||||||||||||
Life &Savings(b) | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL(b) | ||||||||||
Liabilities arising from insurance contracts(a)(c) | 292,796 | 36,151 | 12,014 | – | – | – | (355) | 340,605 | |||||||||
Liabilities arising from investment contracts(a)(c) | 82,742 | – | – | – | – | – | – | 82,742 | |||||||||
Unearned revenues and unearned fees reserves(c) | 1,726 | – | – | – | – | – | – | 1,726 | |||||||||
Liabilities arising from policyholder’s participation(c) | 23,278 | 19 | – | – | – | – | (13) | 23,284 | |||||||||
Derivatives relating to insurance and investment contracts | (147) | – | (1) | – | – | – | – | (148) | |||||||||
Provisions for risks and charges | 5,221 | 2,699 | 93 | 99 | 272 | 377 | – | 8,761 | |||||||||
Financing debt(b) | 3,011 | 130 | 738 | 783 | 490 | 12,607 | (9,853) | 7,906 | |||||||||
Deferred tax liability(c) | 5,057 | 1,270 | 239 | 233 | 31 | 507 | – | 7,338 | |||||||||
Payables | 30,252 | 6,686 | 2,545 | 5,836 | 20,290 | 6,160 | (7,296) | 64,473 | |||||||||
Liabilities from held for sale or discontinued operations | – | – | – | – | – | – | – | – | |||||||||
TOTAL LIABILITIES EXCLUDING CONSOLIDATED SHAREHOLDERS’ EQUITY | 443,936 | 46,954 | 15,628 | 6,951 | 21,084 | 19,651 | (17,517) | 536,686 |
(a) Also includes changes in liabilities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders.
(b) As described in note 1.11.2, perpetual subordinated notes have been reclassified under shareholders’ equity for all periods presented. Details are
provided in note 13.
(c) As described in note 1.12.2, the adoption of FRS 27 in the UK has led to adjustments on all periods presented. The effect of these adjustments is set
out in note 14.
SEGMENTAL LIABILITIES EXCLUDING SHAREHOLDERS’ EQUITY | (in Euro million) | ||||||||||||||||
December 31, 2004 | |||||||||||||||||
Life &Savings(b) | Property & Casualty | International Insurance | Asset Management | Other financial services | Holding companies | Inter-segment eliminations | TOTAL(b) | ||||||||||
Liabilities arising from insurance contracts(a)(c) | 259,182 | 33,668 | 10,626 | – | – | – | (446) | 303,030 | |||||||||
Liabilities arising from investment contracts(a)(c) | 71,828 | – | – | – | – | – | – | 71,828 | |||||||||
Unearned revenues and unearned fees reserves(c) | 1,570 | – | – | – | – | – | – | 1,570 | |||||||||
Liabilities arising from policyholder’s participation(c) | 17,520 | 26 | – | – | – | – | (2) | 17,544 | |||||||||
Derivatives relating to insurance and investment contracts | (22) | – | (10) | – | – | – | – | (32) | |||||||||
Provisions for risks and charges | 4,663 | 2,305 | 99 | 78 | 270 | 313 | – | 7,729 | |||||||||
Financing debt(b) | 3,001 | 217 | 566 | 426 | 435 | 12,463 | (9,147) | 7,961 | |||||||||
Deferred tax liability(c) | 5,274 | 1,085 | 197 | (45) | 45 | 229 | – | 6,786 | |||||||||
Payables | 21,981 | 5,369 | 2,303 | 4,243 | 20,598 | 4,303 | (5,418) | 53,380 | |||||||||
Liabilities from held for sale or discontinued operations | – | – | – | – | – | – | – | – | |||||||||
TOTAL LIABILITIES EXCLUDING CONSOLIDATED SHAREHOLDERS’ EQUITY | 384,998 | 42,671 | 13,781 | 4,703 | 21,348 | 17,307 | (15,013) | 469,796 |
(a) Also includes changes in liabilities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders.
(b) As described in note 1.11.2, perpetual subordinated notes have been reclassified under shareholders’ equity for all periods presented. Details are
provided in note 13.
(c) As described in note 1.12.2, the adoption of FRS 27 in the UK has led to adjustments on all periods presented. The effect of these adjustments is set
out in note 14.
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3.2. Segmental consolidated statement of income
(in Euro million)
December 31, 2006 | |||||||||||||||||
Life & Savings | Property & Casualty | International Insurance | Asset Management | Other Financial services | Holding companies | Inter-segment eliminations | TOTAL | ||||||||||
Gross written premiums | 48,793 | 19,830 | 3,625 | – | – | – | (149) | 72,099 | |||||||||
Fees and charges relating to investment contracts with no participating features | 608 | – | – | – | – | – | – | 608 | |||||||||
Revenues from insurance activities | 49,401 | 19,830 | 3,625 | – | – | – | (149) | 72,707 | |||||||||
Net revenues from banking activities | – | – | – | – | 398 | – | (22) | 376 | |||||||||
Revenues from other activities | 1,084 | 52 | 186 | 4,781 | 6 | – | (417) | 5,693 | |||||||||
TOTAL REVENUES | 50,485 | 19,882 | 3,811 | 4,781 | 404 | – | (588) | 78,775 | |||||||||
Change in unearned premiums net of unearned revenues and fees | (249) | (142) | (84) | – | – | – | – | (476) | |||||||||
Net investment income | 12,372 | 1,592 | 300 | 85 | 126 | 416 | (429) | 14,461 | |||||||||
Net realized investment gains and losses | 3,475 | 596 | 132 | 50 | (17) | 23 | – | 4,260 | |||||||||
Change in fair value of financial instruments at fair value through profit & loss | 14,898 | 52 | 35 | 47 | 31 | (512) | – | 14,550 | |||||||||
Change in financial instruments impairment | (135) | (47) | (2) | – | 4 | (14) | – | (194) | |||||||||
Net investment result excluding financing expenses | 30,610 | 2,192 | 465 | 182 | 144 | (88) | (429) | 33,077 | |||||||||
Technical charges relating to insurance activities | (69,815) | (12,841) | (2,272) | – | – | – | 90 | (84,836) | |||||||||
Net result from outward reinsurance | (28) | (632) | (893) | – | – | – | 99 | (1,455) | |||||||||
Bank operating expenses | – | – | – | – | (78) | – | – | (78) | |||||||||
Acquisition costs | (3,103) | (3,787) | (300) | – | – | – | (2) | (7,191) | |||||||||
Amortization of the value of purchased business in force and of other intangible assets | (282) | – | – | – | – | – | – | (282) | |||||||||
Administrative expenses | (2,871) | (1,860) | (345) | (3,288) | (321) | (393) | 290 | (8,788) | |||||||||
Change in tangible assets impairment | 7 | 11 | – | – | – | 1 | – | 18 | |||||||||
Change in goodwill impairment | – | – | (12) | – | – | – | – | (12) | |||||||||
Other income and expenses | (167) | (10) | 4 | (264) | (84) | (106) | 116 | (511) | |||||||||
Other operating income and expenses | (76,259) | (19,119) | (3,819) | (3,552) | (482) | (499) | 594 | (103,135) | |||||||||
Income from operating activities before tax | 4,587 | 2,812 | 374 | 1,412 | 66 | (586) | (423) | 8,241 | |||||||||
Income arising from investments in associates - Equity method | 12 | 22 | – | – | – | – | – | 34 | |||||||||
Financing debts expenses | (106) | (8) | (22) | (33) | (38) | (690) | 423 | (474) | |||||||||
Operating income before tax | 4,493 | 2,826 | 352 | 1,379 | 27 | (1,277) | – | 7,801 | |||||||||
Income tax | (1,319) | (788) | (105) | (362) | 17 | 513 | – | (2,043) | |||||||||
Net operating result | 3,175 | 2,038 | 247 | 1,017 | 45 | (764) | – | 5,758 | |||||||||
Result from discontinued operations net of tax | – | – | – | – | – | – | – | – | |||||||||
Net consolidated income | 3,175 | 2,038 | 247 | 1,017 | 45 | (764) | – | 5,758 | |||||||||
Split between: | |||||||||||||||||
Net income Group share | 2,957 | 1,977 | 244 | 610 | 43 | (745) | – | 5,085 | |||||||||
Minority interests share in net consolidated result | 218 | 61 | 3 | 407 | 2 | (18) | – | 673 |
F-51
(inEuro million) | |||||||||||||||||
December 31, 2005 | |||||||||||||||||
Life & Savings(a) | Property & Casualty | International Insurance | Asset Management | Other Financial services | Holding companies(b) | Inter-segment eliminations | TOTAL | ||||||||||
Gross written premiums | 43,502 | 18,913 | 3,725 | – | – | – | (145) | 65,995 | |||||||||
Fees and charges relating to investment contracts with no participating features | 509 | – | – | – | – | – | – | 509 | |||||||||
Revenues from insurance activities | 44,011 | 18,913 | 3,725 | – | – | – | (145) | 66,504 | |||||||||
Net revenues from banking activities | – | – | – | – | 441 | – | (13) | 428 | |||||||||
Revenues from other activities | 1,115 | 43 | 178 | 3,783 | – | – | (380) | 4,739 | |||||||||
TOTAL REVENUES | 45,126 | 18,956 | 3,903 | 3,783 | 441 | – | (538) | 71,671 | |||||||||
Change in unearned premiums net of unearned revenues and fees(a) | (178) | (269) | (33) | – | – | – | (3) | (484) | |||||||||
Net investment income | 12,003 | 1,443 | 357 | 27 | 101 | 331 | (311) | 13,951 | |||||||||
Net realized investment gains and losses | 2,889 | 499 | 133 | 33 | (3) | 5 | – | 3,557 | |||||||||
Change in fair value of financial instruments at fair value through profit & loss(b) | 16,006 | 82 | (6) | 11 | (40) | 59 | (3) | 16,110 | |||||||||
Change in financial instruments impairment | (107) | (84) | (3) | – | 2 | (18) | – | (210) | |||||||||
Net investment result excluding financing expenses | 30,792 | 1,940 | 482 | 72 | 61 | 376 | (314) | 33,408 | �� | ||||||||
Technical charges relating to insurance activities(a) | (65,684) | (12,347) | (3,796) | – | – | – | 37 | (81,791) | |||||||||
Net result from outward reinsurance | (7) | (581) | 317 | – | – | – | 130 | (141) | |||||||||
Bank operating expenses | – | – | – | – | (61) | – | – | (61) | |||||||||
Acquisition costs(a) | (2,855) | (3,382) | (316) | – | – | – | 16 | (6,536) | |||||||||
Amortization of the value of purchased business in force and of other intangible assets | (558) | – | – | – | – | – | – | (558) | |||||||||
Administrative expenses | (3,017) | (1,961) | (322) | (2,807) | (295) | (401) | 207 | (8,596) | |||||||||
Change in tangible assets impairment | (4) | (1) | 3 | – | – | – | – | (3) | |||||||||
Change in goodwill impairment | (70) | – | – | – | – | – | – | (70) | |||||||||
Other income and expenses | (17) | 12 | 18 | (18) | (101) | (78) | 103 | (81) | |||||||||
Other operating income and expenses | (72,214) | (18,259) | (4,096) | (2,825) | (457) | (479) | 492 | (97,839) | |||||||||
Income from operating activities before tax | 3,525 | 2,368 | 256 | 1,029 | 44 | (103) | (363) | 6,756 | |||||||||
Income arising from investments in associates – Equity method | 10 | 3 | 1 | – | 6 | – | – | 21 | |||||||||
Financing debts expenses(b) | (119) | (11) | (30) | (21) | (20) | (644) | 363 | (481) | |||||||||
Operating income before tax | 3,417 | 2,361 | 227 | 1,008 | 30 | (747) | – | 6,296 | |||||||||
Income tax(a)(b) | (844) | (566) | (41) | (280) | – | 242 | – | (1,490) | |||||||||
Net operating result | 2,573 | 1,795 | 186 | 727 | 30 | (506) | – | 4,806 | |||||||||
Result from discontinued operations net of tax | – | – | – | – | – | – | – | – | |||||||||
Net consolidated income | 2,573 | 1,795 | 186 | 727 | 30 | (506) | – | 4,806 | |||||||||
Split between: | – | ||||||||||||||||
Net income Group share | 2,404 | 1,737 | 184 | 411 | 82 | (500) | – | 4,318 | |||||||||
Minority interests share in net consolidated result | 169 | 58 | 2 | 317 | (52) | (5) | – | 488 |
(a) As described in note 1.12.2, the adoption of FRS 27 in the UK has led to adjustments on all periods presented. The effect of these adjustments is set
out in note 14.
(b) As described in note 1.11.2, perpetual subordinated notes have been reclassified under shareholders' equity for all periods presented. Details are
provided in note 13.
F-52
(in Euro million) | |||||||||||||||||
December 31, 2004 | |||||||||||||||||
Life & Savings | Property & Casualty | International Insurance | Asset Management | Other Financial services | Holding companies(a) | Inter-segment eliminations | TOTAL | ||||||||||
Gross written premiums | 41,111 | 17,903 | 3,314 | – | – | – | (176) | 62,152 | |||||||||
Fees and charges relating to investment contracts with no participating features | 417 | – | – | – | – | – | – | 417 | |||||||||
Revenues from insurance activities | 41,529 | 17,903 | 3,314 | – | – | – | (176) | 62,570 | |||||||||
Net revenues from banking activities | – | – | – | – | 404 | (1) | (17) | 386 | |||||||||
Revenues from other activities | 824 | 42 | 159 | 3,378 | – | – | (329) | 4,074 | |||||||||
TOTAL REVENUES | 42,353 | 17,945 | 3,473 | 3,378 | 404 | (1) | (522) | 67,030 | |||||||||
Change in unearned premiums net of unearned revenues and fees | (131) | (250) | 318 | – | – | – | (41) | (104) | |||||||||
Net investment income | 11,186 | 1,320 | 347 | 15 | 98 | 337 | (361) | 12,941 | |||||||||
Net realized investment gains and losses | 2,492 | 487 | 175 | 4 | 6 | 119 | – | 3,282 | |||||||||
Change in fair value of financial instruments at fair value through profit & loss(a) | 12,080 | 113 | 2 | 3 | 44 | 288 | – | 12,529 | |||||||||
Change in financial instruments impairment | (264) | (124) | (22) | – | (10) | (23) | – | (444) | |||||||||
Net investment result excluding financing expenses | 25,494 | 1,795 | 500 | 22 | 138 | 720 | (361) | 28,308 | |||||||||
Technical charges relating to insurance activities | (58,376) | (11,959) | (2,832) | – | – | – | 208 | (72,959) | |||||||||
Net result from outward reinsurance | 17 | (663) | (401) | – | – | – | (15) | (1,063) | |||||||||
Bank operating expenses | – | – | – | – | (104) | – | 2 | (101) | |||||||||
Acquisition costs | (2,602) | (3,089) | (284) | – | – | – | 17 | (5,957) | |||||||||
Amortization of the value of purchased business in force and of other intangible assets | (468) | – | – | – | – | – | – | (468) | |||||||||
Administrative expenses | (3,002) | (1,717) | (344) | (2,623) | (189) | (269) | 237 | (7,906) | |||||||||
Change in tangible assets impairment | (3) | (7) | – | – | – | – | – | (10) | |||||||||
Change in goodwill impairment | – | (29) | (7) | – | – | – | – | (36) | |||||||||
Other income and expenses | (266) | 3 | (6) | 4 | (112) | (16) | 153 | (239) | |||||||||
Other operating income and expenses | (64,700) | (17,461) | (3,873) | (2,618) | (405) | (284) | 603 | (88,739) | |||||||||
Income from operating activities before tax | 3,016 | 2,030 | 418 | 781 | 137 | 435 | (322) | 6,495 | |||||||||
Income arising from investments in associates – Equity method | 10 | 34 | 1 | – | 10 | – | – | 55 | |||||||||
Financing debts expenses(a) | (100) | (22) | (53) | (22) | (18) | (545) | 322 | (439) | |||||||||
Operating income before tax | 2,926 | 2,041 | 366 | 760 | 129 | (110) | – | 6,111 | |||||||||
Income tax(a) | (971) | (563) | (120) | (178) | (95) | 82 | – | (1,845) | |||||||||
Net operating result | 1,954 | 1,478 | 246 | 582 | 34 | (28) | – | 4,266 | |||||||||
Result from discontinued operations net of tax | – | – | – | – | – | – | – | – | |||||||||
Net consolidated income | 1,954 | 1,478 | 246 | 582 | 34 | (28) | – | 4,266 | |||||||||
Split between: | |||||||||||||||||
Net income Group share | 1,826 | 1,439 | 244 | 304 | 13 | (33) | – | 3,793 | |||||||||
Minority interests share in net consolidated result | 129 | 39 | 2 | 277 | 21 | 4 | – | 473 |
(a) As described in note 1.11.2, perpetual subordinated notes have been reclassified under shareholders' equity for all periods presented. Details are
provided in note 13.
F-53
Note 4:
Financial and insurance risk management
4.1. Risk Management organization
Within the Finance Department, the aim of Risk Management is to identify, quantify and manage the main risks to which
the Group is exposed. To achieve this, the Risk Management Department develops and uses various methods and
tools to assess and monitor risk.
These systems and tools allow optimal management of risks taken by the Group and, by facilitating a more accurate
assessment of risk exposure, help to reduce earnings volatility and to optimize the Group’s allocation of capital to its
various businesses.
Within the AXA Group, Risk Management is coordinated by a central team, supported by local Risk Management teams
within each operational entity.
4.1.1. Risk Management principles and priorities
In order to make a tangible and measurable contribution to the Group’s activities, Risk Management has three key
characteristics:
– Pragmatic: focusing on clearly identified priorities.
– Operational: working directly with the Group’s businesses.
– Decentralized: based on the subsidiarity principle, in line with the Group’s general organization.
Risk Management has five main priorities:
– Coordinating and monitoring asset-liability management (ALM) and carrying out Economic Capital calculation and
analyses.
– Approving new products prior to launch and promoting product innovation.
– Controlling insurance exposures, in particular reviewing Property & Casualty reserves and optimizing reinsurance
strategies.
– Identifying and assessing operational risk.
– Managing information systems: projection, simulation, risk assessment, consolidation and reporting.
4.1.2. The AXA Group’s Risk Management entities:
AXA Cessions and Group Risk Management
The Group’s Risk Management structure is mainly based around two entities: the Group Risk Management (GRM)
department and AXA Cessions.
F-54
GRM, under the authority of the Group Chief Risk Officer, is responsible for defining AXA’s standards as regards risk.
This includes developing and deploying tools for assessing and managing risk.
GRM also coordinates risk detection and management at the Group level, and indirectly at the subsidiaries’ level. In
particular, this includes all procedures for reporting risk and consolidating risk at Group level. GRM coordinates the local
Risk Management teams of the Group’s various subsidiaries. In line with Group governance principles, this coordination
focuses on minimum Group-wide requirements defined by GRM in terms of organization, resources and results.
AXA Cessions advises and supports the Group’s Property & Casualty and Life & Savings companies with their
reinsurance strategy and centralizes the Group’s purchasing of reinsurance. Its role is defined more precisely in sections
“Pre-launch product approval and exposure monitoring” and “Definition of reinsurance requirements and analysis of
underwriting” of this note.
4.1.3. Local teams
Local Risk Management teams are in charge of applying AXA risk management standards and implementing the
minimum requirements set by GRM.
The Risk Management departments of operational entities are managed by local Chief Risk Officers, who report directly
to local CFOs. The roles and responsibilities of local Risk Management departments are formally approved by the
executive committees of Group entities. These roles and responsibilities comply with the Group’s Risk Management
priorities (see section 4.1.1. above) and consist of:
– Leading efforts to determine the Economic Capital of local entities and developing the necessary tools. The Risk Management department performs these tasks using a uniform set of techniques including stochastic models. These modelling techniques allow an assessment of AXA’s risk exposure based on the large number of scenarios examined in this type of approach. These tools complement more traditional deterministic forecasting tools, such as stress scenarios. Besides the specific conclusions for each product line and each unit, these analyses measure the level of assets with respect to the economic capital required to cover a level of assumed risks consistent with an AA credit rating.
– Controlling the implementation of ALM policies, and in particular monitoring the strategic asset allocation of local
entities (see section “Management processes”).
– Implementing pre-launch product approval procedures, and in particular reviewing risk adjusted profitability analyses
(see section “Pandemic / extreme mortality risk”).
– Reviewing local technical reserves and optimizing entities’ reinsurance strategy (see section “Implementation of the
reinsurance strategy Role of AXA Cessions”).
– Identifying, quantifying and monitoring the main operational risks (see section “General principles”).
– Carrying out risk reporting defined by GRM.
4.2. Market risks (excluding sensitivity analyses)
AXA is exposed to financial market risks through its financial protection business and through the financing of its
activities as part of its equity and debt management. These two distinct sets of risks can be summarized as follows.
F-55
4.2.1. Asset-liability management of insurance portfolios
One of the basic functions of the insurance business is to invest premiums received from customers with a view to
settling any claims that might occur. The way these premiums are invested must take into account the way in which
any claims will be settled. This is the role of asset-liability management. In an effort to protect and enhance shareholder
value, AXA actively manages its exposure to market risks.
Primary responsibility for risk management, including market risk, rests with the Group’s local subsidiaries, which have
the best knowledge of their products, policyholders and risk profile. This approach allows subsidiaries to react in an
accurate and targeted manner to changes in financial markets, insurance cycles and the political and economic
environment in which they operate.
A wide variety of risk management techniques are used to control and mitigate the market risks to which the AXA
Group’s operational entities and the Group itself are exposed. These techniques include:
– ALM, and in particular the definition of optimal strategic asset allocations.
– Hedging of financial risks when they exceed the tolerance levels set by the Group. All products needed to set up
hedging programs involving derivative instruments are designed with the assistance of the Group’s specialist asset
management teams (AXA Investment Managers and AllianceBernstein).
– Reinsurance is also used in GMIB (Guaranteed Minimum Income Benefit) products, to mitigate financial risks.
– The overall balance of the product range leads to some natural hedging effects between different products.
– Exposure analyses are carried out to monitor certain specifically identified risks.
AXA’s exposure to market risk is reduced by its broad range of operations and geographical positions, which provides
good risk diversification. Furthermore, a large portion of AXA’s Life & Savings operations involve unit-linked products, in
which most of the financial risk is borne directly by policyholders.
ALM figures and information on the AXA Group’s main implementation, co-ordination and control processes are set out
below.
a) Asset-liability and market risk management: general quantitative information
There is a clear distinction between the issues involved in the Life & Savings and Property & Casualty businesses:
(i) DESCRIPTION OF LIFE & SAVINGS INSURANCE RESERVES. RISK PROFILES
The market risks to which Life & Savings subsidiaries are exposed arise from a number of factors:
– A decline in returns on assets (due in particular to a sustained fall in yields on fixed income investments or in equity
markets) could reduce the investment margin if the return on new invested assets is not sufficient to cover contractual
interest rates payable to life insurance policyholders.
– A rise in yields on fixed-income investments reduces the value of fixed-income portfolios and could have an adverse
impact on the solvency margin and surrender levels on certain contracts, if competitive pressures lead to higher rates
of policyholder profit participation on new contracts.
– A decline in equity and real estate prices may reduce the level of unrealized capital gains and therefore solvency
margins, as well as available surpluses.
– Exposure to foreign-exchange risk is generally limited for the Group’s life insurance companies. Foreign-currency
commitments are matched to a large extent by assets in the same currency.
F-56
The policies put in place to manage these risks are tailored to each product type and the risks relating to it.
The percentages provided below, relating to the breakdown of life insurance reserves by product type and thus by AXA’s
obligations to its policyholders, are derived from management data:
– 30% of the Group’s life insurance technical reserves cover separate-account (unit-linked) products that do not affect
AXA’s risk exposure. This category includes products that provide a guarantee on invested capital in the event of
death. On these products, the underlying financial market performance is passed on to policyholders in full. In cases
where these products include interest-rate guarantees, they are usually covered by a financial partner within the
separate account. Overall, therefore, they do not present any market risk for the Group.
– 7% of the Group’s life insurance technical reserves cover separate-account products with related interest-rate
guarantees provided by the insurance company. Suitable risk management policies have been put in place:
• in the United States, derivatives are used as part of the dynamic management of risks related to guaranteed
benefits on separate account savings products, in order to cover guaranteed minimum death benefits,
guaranteed minimum withdrawal benefits and guaranteed minimum income benefits. Having previously been
50%-reinsured, products featuring guaranteed minimum income benefits have been fully covered by these
programs since the start of 2005;
• when these separate account products show a material risk of transfer to products that offer guaranteed-rate
annuities, hedging programs that use derivatives are also put in place.
– 18% of the Group’s life insurance technical reserves cover products without guaranteed cash values upon
surrender:
• the in-force “With-Profit” policies of AXA UK are managed with a significant surplus of free assets, used to adjust
performance over the duration of such policies while at the same time reflecting financial market performance in
policyholders’ revenues;
• annuities in the payout phase are usually backed by fixed-income assets with maturities that match the underlying
payout schedules, thereby avoiding reinvestment and liquidity risks;
• in the UK, surrender options on guaranteed rate annuities are monitored through specific analyses and partially
covered by interest rate options.
– 12% of the Group’s life insurance technical reserves are related to products offering one year guaranteed rates
that are updated every year. The risks arising from a sustained fall in interest rates in the financial markets are
limited for these types of products, which mainly concern policies in France and collective policies in Japan.
Hedging derivatives programs are often implemented to cover long-term bonds from the risk of an increase of
interest rates.
– 33% of the Group’s life insurance technical reserves cover other products. These reserves cover both surrender
guarantees and, in some cases, a guaranteed long-term rate. Related risks are managed in the following ways:
• products that are not surrender-sensitive are usually backed by fixed-income investments whose maturities and
interest rates are generally sufficient to cover guaranteed benefits, so as to reduce the reinvestment risk as far as
possible;
• other products are managed with the surplus required to cover guarantees;
• hedging programs that make use of derivatives may be set up to hedge the risk of a fall (floor) or a rise (cap) in
interest rates.
F-57
(ii) DESCRIPTION OF PROPERTY & CASUALTY INSURANCE RESERVES
Property & Casualty technical reserves break down as follows.
(in Euro million) | ||||
Technical liabilities, December 31, 2006 | ||||
Personal – Motor | 14,835 | |||
Personal – Property | 3,059 | |||
Personal – Other | 5,762 | |||
Personal – Sub-total | 23,656 | |||
Commercial – Motor | 2,679 | |||
Commercial – Property | 2,748 | |||
Commercial – Professional liability | 7,136 | |||
Commercial – Other | 9,011 | |||
Commercial – Sub-total | 21,574 | |||
Other | 872 | |||
TOTAL PROPERTY & CASUALTY INSURANCE EXCLUDING INTERNATIONAL INSURANCE | 46,102 | |||
Property | 2,288 | |||
Motor, marine, aviation | 3,294 | |||
Professional liability | 3,935 | |||
Other | 2,786 | |||
TOTAL – INTERNATIONAL INSURANCE | 12,304 | |||
TOTAL PROPERTY & CASUALTY INSURANCE INCLUDING INTERNATIONAL INSURANCE | 58,406 |
The obligations of Property & Casualty insurance companies are much less dependent on asset values than those of
Life & Savings companies. Consequently, market fluctuations are fully reflected in their net asset value and fully borne
by the shareholder. However, long-tail activities are more sensitive to movements in financial markets. The principal
market risks are as follows:
– A rise in bond yields reduces the value of bond portfolios and may lead to a liquidity risk in these portfolios or a real
loss of value if the rise in yields is related to a rise in inflation.
– Lower yields on fixed-income investments increase the value of bond portfolios, and therefore generally do not
present a material risk, with the exception of certain contracts (disability and worker’s compensation income) that
provide guaranteed rates. On the other hand, a prolonged period of low yields would have an impact on the pricing
of these products.
– Foreign-exchange rate risk is relatively limited as commitments in foreign currencies are largely backed by assets in
the same currencies.
– Inflation is a risk, since it increases the compensation payable to policyholders, with the effect that, if it is not
adequately taken into consideration, actual claims payments may exceed the reserves set aside. This risk is
particularly significant for long-tail businesses.
The investments of Property & Casualty insurance companies are therefore managed so as to optimize the return on
assets while bearing in mind both the aforementioned risks and the requirements in terms of regulatory solvency and
covering commitments. A large portion of investments is made in liquid bonds, to ensure the payment of exceptional
benefits and claims that may arise.
F-58
Once these factors have been taken into consideration, there is some capacity to make diversified investments (real
estate or equity securities) that offer a natural hedge against inflation and optimize yields while minimizing volatility risk.
b) Management processes
Management processes involve three stages. The first consists of defining general ALM organizational principles,
allowing the most effective investment strategy. The second involves implementing investment processes and precise
governance principles. The third consists of asset management companies applying the investment strategy.
(i) ALM CO-ORDINATION
General organizational principles
The definition and co-ordination of ALM involves six major stages:
– Detailed analysis of the liability structure by insurance companies.
– Definition and proposal of a strategic asset allocation that factors in the long-term outlook as well as short-term
constraints (see below).
– Validation of these strategic allocations by the entity’s risk management unit and then by GRM.
– Implementation of these strategic allocations by insurance companies through the definition of management
contracts with asset management companies.
– Tactical allocation and stock selection by asset management companies as part of management contracts.
– Performance and reporting analysis.
Long-term outlook: modeling and projecting future cash flows
Long-term analysis is carried out in order to model commitments resulting from insurance policies and to define asset
allocation so that these commitments can be met with a high degree of confidence while maximizing the expected
return.
This work is carried out by Risk Management departments (local and central teams) and takes the form of detailed
annual analyses that use consistent methods based on deterministic and stochastic scenarios. The aim of these
analyses is to maximize the increase in economic value while complying with risk constraints. They are carried out by
all significant Group entities, and provide the following information for the main product lines:
– The amount of assets needed to meet commitments in a specific proportion of cases depending on risk tolerance
(for example, in 99% of cases over 10 years).
– The present value of future margins generated by insurance portfolios.
This information is compiled for AXA’s insurance operations and for the Group, which allows strategic asset allocation
to be monitored and adjusted if necessary.
Short-/medium-term outlook
These analyses are designed to validate AXA’s ability to satisfy capital adequacy requirements over the short- and
medium-terms. These requirements are included as constraints in asset-liability analyses.
The process is based primarily on monitoring and analyzing local and consolidated capital adequacy and solvency
margin requirements. It is intended to ensure that AXA complies with its regulatory commitments and makes optimum
use of capital resources at all times.
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In addition, AXA’s insurance operations are subject to local regulatory requirements in most jurisdictions in which AXA
operates. These local regulations prescribe:
– The category, nature and diversification (by issuer, geographical zone and type) of investments.
– The minimum proportion of assets invested in the local currency taking into account technical commitments
denominated in this currency (congruence rule).
– As part of an ongoing capital allocation process, subsidiaries perform twice-yearly simulations on the various
regulatory constraints applicable to them using extreme scenarios for assets (in terms of both the market value of
equity securities and interest rate trends). The Group Central Finance Department consolidates these models,
enabling it to assess the extent of each subsidiary’s financial flexibility. The results are presented to the Finance
Committee of AXA’s Supervisory Board on a regular basis.
– ALM constraints are also taken into account when new products are being designed as part of the product approval
process (see section “Pandemic / extreme mortality risk”).
(ii) MONITORING INVESTMENT PROCESSES
AXA manages its financial market risk as part of disciplined and organized investment processes.
As stated in the previous section, insurance subsidiaries are responsible for monitoring risks through the use of liability
structure analysis and asset-liability matching techniques. They define the strategic asset allocation policy, which is
implemented by asset management companies appointed via investment management agreements. Insurance
subsidiaries are responsible for monitoring and controlling the investment policy carried out on their behalf by these
asset management companies.
Risks relating to investments are controlled through an appropriate governance structure and through reliable reporting
procedures.
Governance
An Investment Committee, made up of managers from the financial and operational sides of the insurance company
and also, in certain cases, representatives of its Board of Directors, approves investment strategy and assesses the
quality of the results obtained.
The investment committees of significant entities include representatives of the AXA Group, and of GRM in particular.
These investment processes are part of a broader Group-level framework, which includes:
– defining standards for managing investments and assessing asset-liability mismatch risk (see section above),
– consolidating market risks at Group level.
At Group level, an ALM Co-ordination Committee, supervised by the Group Chief Financial Officer, determines general
asset liability management policy guidelines and evaluates the results, which are then submitted to the Management
Board and to the Finance Committee of AXA’s Supervisory Board.
Reporting: quarterly asset reporting
Operational entities produce an asset allocation statement every quarter, to ensure that strategic allocations are being
implemented. This allows regular monitoring of certain key ALM indicators such as the duration and convexity of fixed
income portfolios.
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This work is carried out by local teams and then consolidated by GRM to give an overview for the whole Group and to
allow any required action to be taken.
(iii) TACTICAL ALLOCATION DUTIES OF GROUP ASSET MANAGEMENT COMPANIES
(AXA IM AND ALLIANCEBERNSTEIN)
Asset management specialists, primarily AXA subsidiaries (AXA Investment Managers and AllianceBernstein), are
responsible for the day-to-day management of investments. Processes have been put in place in these companies to
manage investments without exceeding agreed risk tolerance thresholds stipulated by their client insurance companies
in investment management agreements. This organization makes the skills required in these activities available for the
benefit of all Group insurance companies.
All products that involve hedging programs using derivative instruments are designed with the help of dedicated teams
at AXA IM and AllianceBernstein. This organization means that all entities benefit from the best possible expertise and
a high level of legal and operational security in these transactions, which are sometimes complex.
4.2.2. Market risks: financial risks relating to the management of equity and debt
The main financial risks relating to the management of equity and debt are as follows:
– Interest-rate risk.
– Exchange-rate risk.
– Liquidity risk.
For the purpose of optimizing the financial management and control of financial risks, the Group Central Finance
Department has defined and introduced formal management standards, as well as guidelines for monitoring and
assessing financial risks, which enable it to measure the positions of each affiliate in a consistent manner. These
standards have been validated by the Management Board.
The Group Central Finance Department produces monthly reporting data that consolidate interest rate, foreign
exchange and liquidity exposures, as well as the interest expenses of holding companies. It bases its analyses on
reports submitted by subsidiaries, which are responsible for the quality of the data. This consolidated reporting includes
medium-term forecasts.
Together with information about hedging strategies, reporting documents are sent regularly to and validated by the
Finance Committee of AXA’s Supervisory Board.
Reporting documents must also mention the risk resulting from dividend restrictions or limitations on the ability to
reduce reserves in the countries where AXA operates. The Group’s operating subsidiaries must comply with local
regulations, particularly minimum solvency requirements. As a result, internal dividend pay-outs must take into account
these constraints and possible future regulatory changes.
a) Interest-rate risk
DEFINITION: interest-rate risk may result from:
– a mismatch between types of interest rates (fixed versus floating);
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- a mismatch between floating rate benchmarks;
- a mismatch between floating rate renewal dates.
POLICY: the policy is defined in order to monitor and limit the potential medium-term variation in interest expenses and
consequently to protect future levels of interest expenses, regardless of movements in interest rates.
ASSESSMENT:
- Variability analyses assess the change in interest expenses over the duration of the strategic plan resulting from a 1%
rise in short-term interest rates.
- Interest-rate sensitivity analyses assess changes in the value of interest-rate positions by currency and by maturity
following a 1% upward shift in the yield curve.
b) Exchange-rate risk
DEFINITION: exchange-rate risk results from a mismatch between the currency of an asset (particularly net foreign -
currency investments in subsidiaries) and the currency in which it is financed.
POLICY: the objective is to limit variations in net foreign currency-denominated assets resulting from movements in exchange rates. The purpose of the policy is therefore to protect the value of AXA’s net foreign-currency investments in its subsidiaries and thus Group consolidated shareholders’ equity against currency fluctuations. It is also designed to protect other key indicators such as adjusted net asset value, European embedded value and solvency ratios against such fluctuations.
ASSESSMENT: exchange-rate sensitivity analyses measure the annual change in interest expenses resulting from a
10% appreciation in the Euro against all other currencies together with the impact on adjusted net asset value,
European embedded value and solvency ratios.
c) Liquidity risk
DEFINITION: liquidity risk results from a mismatch between the date on which an asset matures and the date on which
a liability falls due.
POLICY: the policy establishes the amount of confirmed credit lines required by AXA to weather a liquidity crisis and
sets constraints on the debt maturity profile.
In addition, liquidity is secured by Group standards, particularly through a procedure for tendering eligible assets to the
European Central Bank’s tender operations.
ASSESSMENT: maturity schedule of consolidated debt and available credit lines.
MANAGEMENT: liquidity risk is managed carefully and conservatively by keeping a long maturity on financial resources
(debts) - mostly subordinated - and by maintaining a large amount of confirmed credit facilities (around€6 billion
undrawn at December 31, 2006).
Furthermore, the Group’s liquidity profile is strengthened by the following factors:
- The Group’s financial strength gives it broad access to various different markets via standardized debt programs: for
example€3 billion of commercial paper and a€12 billion program under EMTN documentation.
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- AXA remains constantly vigilant regarding contractual documentation clauses that may be binding on the Group. This
helps AXA limit its exposure to default or early repayment clauses that may have a material adverse effect on its
consolidated financial position.
- AXA holds significant liquidity, amounting to€19.8 billion at December 31, 2006. A significant portion of this liquidity is
managed within the AXA Trésorerie Europe economic interest grouping (GIE), which was specifically set up to
centralize management of the liquidity held by units operating within the Euro zone. This GIE reflects the solid liquidity
position of the Group, since it had an average cash balance of around€13.4 billion in 2006, which was invested in
a liquid portfolio with a very short maturity (41 days at end-2006).
- in addition, to deal with any liquidity crises that may arise, the back-up plan to tender eligible assets to European Central
Bank tenders would allow around€20 billion to be mobilized, creating a very large alternative source of refinancing.
4.2.3. Exchange-rate risk related to the operating activities of Group subsidiaries
In the insurance companies (including Winterthur subsidiaries) that accounted for 90% of Group assets at December 31,
2006, assets and liabilities with foreign currency exposure were generally matched or hedged.
–Life & Savings business(79% of Group assets):
In France, AXA France Vie is exposed to exchange-rate risk through the units it owns in certain investment funds partly invested in foreign currencies (particularly U.S. dollar, pound sterling and Japanese yen). It owns these units in order to diversify its investments and enable policyholders to benefit from the performance of international financial markets. AXA France Vie controls and limits its exposure to exchange-rate risk by using foreign exchange derivatives (forwards).
In the UK, AXA Life is exposed to exchange-rate risk solely through its foreign-currency investments in Group companies, which are held in non-profit funds, and through investments held entirely in With-Profit funds. Exchange- rate risk on other investments held in non-profit funds is hedged through foreign exch ange derivative instruments.
In Japan, AXA Japan’s investment strategy has led it to invest outside the Japanese market in order to benefit from the higher yields in bond markets and thereby increase returns on assets. The exchange-rate risk arising from these transactions is hedged. In 2006, however, AXA Japan reduced its investment in foreign markets.
Companies in the German Life & Savings segment hold some investments denominated in foreign currencies, both directly and indirectly through investment funds, with the aim of diversifying their investments and taking advantage of foreign markets’ performance. These investments are mainly in U.S. dollars, but also in pound sterling and Japanese yen, and account for a small proportion of assets. Exchange-rate risk exposure is also controlled using forwards and swaps.
In Switzerland, Winterthur Life is exposed to exchange-rate risk through its investments in foreign currencies (particularly the Euro, pound sterling and U.S. dollar). It own s these investments in order to diversify its investments and enable policyholders to benefit from the performance of international financial markets. It controls and limits its exposure to exchange-rate risk by using foreign exchange derivatives (mainly forwards).
In Belgium, the Netherlands and the USA, the Group’s life insurance companies do not have any significant exposure to exchange-rate risk.
These companies account for 94% of the life companies’ assets.
–Property & Casualty business(9% of Group assets):
In France, AXA France Dommages is exposed to exchange-rate risk through the units it owns in certain investment funds partly invested in foreign currencies (mainly U.S. dollar) in order to attain marginal diversification of its investments. It controls and limits its exposure to exchange-rate risk by using foreign exchange derivatives (forwards).
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In Belgium, AXA Belgium manages a U.S. dollar run-off portfolio, which is fully hedged with investments in the same currency in an amount of around€130 million.
In Germany, AXA Versicherung is exposed to U.S. dollar exchange-rate risk on certain investment funds. It controls and limits its exchange-rate risk by using foreign exchange derivatives (forwards). Remaining exchange-rate risk exposure, mainly concerning the pound sterling and the Japanese yen, is incurred for the purpose of diversifying investments. In the UK and Ireland, AXA UK is exposed to exchange-rate risk through its AXA Insurance subsidiary, which operates in pound sterling but has diversified its investment portfolio in line with its assigned management constraints. At December 31, 2006, AXA Insurance managed around€146 million of foreign-currency investments, equal to around 3.4% of its investment portfolio. In addition, AXA UK’s Irish subsidiary also operates in Northern Ireland, and so manages a portfolio of pound-sterling policies in an amount of £90 million, hedged with investments in the same currency.
In Switzerland, Winterthur is exposed to exchange-rate risk through its investments in foreign currencies (particularly the Euro, pound sterling and U.S. dollar). It owns these investments in order to diversify its investments and enable policyholders to benefit from the performance of international financial markets. It controls and limits its exposure to exchange-rate risk by using foreign exchange derivatives (mainly forwards).
These five companies account for 78% of the Group’s Property & Casualty companies’ assets.
- International insurance business(3% of Group assets):
In the course of its business, AXA Corporate Solutions Assurance carries insurance liabilities, some of which are
denominated in foreign currencies, particularly the U.S. dollar and, to a lesser extent, pound sterling. The congruence
between the company’s foreign currency assets and liabilities is regularly adjusted, but is subject to unpredictable loss
occurrence and the corresponding movements in reserves. AXA Corporate Solutions Assurance also has some Swiss
franc-denominated investments.
- As regards holding companies(5% of Group assets), AXA SA has since 2001 adopted a hedging policy on net
investments denominated in foreign currencies, aimed at protecting the Group’s consolidated shareholders’ equity
against currency fluctuations, using cross-currency swaps and foreign-currency debt.
At December 31, 2006, the main hedging positions were as follows:
• $11.1 billion in respect of the U.S. Life & Savings business, including $7 billion via cross-currency swaps;
• JPY456 billion in respect of the activities in Japan, mainly in the form of cross-currency swaps;
• £1.2 billion in respect of the UK business, mainly in the form of debt;
• CAD996 million in respect of the Canadian business in the form of cross-currency swaps.
As of January 1, 2007, AXA SAs activities in Switzerland following the acquisition of the Winterthur Group were
hedged in an amount of CHF5 billion.
AXA SAs assets account for most of the assets of Group holding companies.
4.3. Controlling exposure and insurance risk
The Group’s insurance activities expose it to various risks with a wide range of time horizons. Natural risks arising from climate change, particularly global warming, are long-term risks to which AXA Group pays close attention. On a more short-term view, insurance risks are covered mainly through procedures governing pre-launch product approval, exposure analyses, the use of reinsurance and the financial markets (catastrophe bonds, mortality bonds) and reviews of technical reserves.
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4.3.1. Long-term outlook. Natural risks: climate change
The changing and growing risks caused by climate change and, more specifically, by global warming, represent a major
challenge for all human activities and particularly insurance operations.
Global warming is now proven beyond doubt, although experts disagree on its scale, causes and pace. Greenhouse
gas emissions are the principal human cause. Very broadly, global warming leads to higher maximum and minimum
temperatures, with more hot days (heatwaves) as well as heavier and more frequent cyclonic precipitation events. These
phenomena have already been observed and could become more prevalent, albeit to different extents, across almost
all land surfaces on the planet.
The latest publications by the IPCC (Intergovernmental Panel on Climate Change) point in the same direction. However,
it remains very difficult to estimate the local effect of climate change, due to the large number of local geographical
factors to be taken into account (sea currents, reliefs, etc.). It is also very difficult to estimate the consequences of
extreme events (heatwaves, droughts and floods, high winds and intense precipitation caused by cyclones), which are
of particular concern to insurance companies.
Aside from the immediate destruction caused mainly by flooding and to a lesser extent by drought, climate change will
have major implications for most human activities, particularly agriculture, timber production, healthcare and water
activities, and therefore for the insurance used to protect them.
These changes already affect and will affect in future a large number of insurance sectors (property, agricultural,
business interruption, civil liability, marine and aviation, life, health, etc.). The insurance sector thus faces major
challenges in the coming years in the form of potential increases in property and casualty claims, the emergence of new
liability claims and growing uncertainties about the size of maximum possible losses, which have become harder to
assess and to predict on the basis of past events. Furthermore, certain key economic sectors, which work together
with the insurance sector, are set to undergo radical changes, due in particular to future greenhouse gas emission
constraints laid down in the Kyoto protocol, which came into force on February 16, 2005.
Gradual premium rate adjustments will be required to reflect these risk factors, but are not likely to be sufficient on their
own.
In addition, the increasing damage caused by meteorological events will lead to greater efforts to transfer these risks
to the financial markets, such as via European storm catastrophe bonds.
By seeking to develop these solutions and actively contributing to the overall debate about the issues involved –
particularly as part of the Carbon Disclosure Project – AXA, along with other major market players, intends to promote
a better understanding and better forecasting of the risks resulting from global warming.
4.3.2. Pandemic / extreme mortality risk
Recent developments relating to bird flu have attracted increasing attention to risks associated with pandemics.
Although assessing pandemic risks involves a significant amount of various assumptions, it generates increasing
interest and requires the development and implementation of an appropriate risk management strategy.
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As a result, and as part of its mortality risk management, AXA in 2006 issued a bond on which the redemption amount
depends on general mortality thresholds. This instrument was created by AXA Cessions and transformed by AXA
Cessions into reinsurance capacity for AXA Group subsidiaries.
4.3.3. Pre-launch product approval and exposure monitoring
Risks relating to new product launches, particularly underwriting, pricing and ALM risks is managed on a gross basis
(before taking into account reinsurance), primarily by AXA’s operational entities. These have a set of actuarial tools for
this purpose, enabling them to price products and then monitor their profitability over time.
The principal Risk Management tools are as follows:
– Pre-launch approval procedures for new products.
– Exposure analyses.
– Optimization of reinsurance strategies (see section “Definition of reinsurance requirements and analysis of
underwriting”).
a) Product approval
In its Individual Life & Savings activities, the AXA Group has set up pre-launch product approval procedures in each of
its principal subsidiaries. These procedures are defined and implemented locally, and are structured and harmonized
using the minimum requirements defined by GRM. The main characteristics of these procedures are as follows:
– Although the decision to launch a new product is taken locally, it must be the result of a documented approval
process that complies with local governance practices.
– All significant Individual Life & Savings products must go through this process.
– Guarantees and options embedded in the product must be quantified using stochastic methods defined by GRM in
order to ensure that they are correctly reflected in pricing. This work also gives a better understanding of any asset-
liability mismatch risk and the actual economic capital requirement at the product design stage.
– Pricing reports are sent to GRM prior to launch.
These procedures are intended to ensure that new risks underwritten by the Group have undergone a rigorous prior
approval process before the products are offered to customers. This harmonized approach also facilitates the sharing
of product innovation within the Group.
Similar methods have been developed for the underwriting of specific Property & Casualty risks, while maintaining the
principle of local decision-making based on a documented approval procedure. The profitability analysis framework has
been adapted to the Property & Casualty business, and special efforts have been made to formalize the quantitative
requirements.
b) Exposure analysis
A uniform Group-wide framework for quantifying all risks has been developed by GRM and AXA Cessions using
stochastic modelling tools factoring in asset and insurance risks.
This framework includes pricing control systems used by insurance operations as part of their product development
process, such as those described in the previous section.
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This type of analysis underlines the benefits of the diversification created by AXA’s wide range of businesses and
regional operations.
In addition to these exposure analyses, additional studies are undertaken to model life risks (mortality, longevity,
dependence, etc.).
In the Life & Savings business, therefore, the aforementioned tools allow mortality/longevity risks to be analyzed on a
multi-country basis.
The AXA Group regularly monitors its exposure to these risks. It uses the results of its work to enhance the structure
of its product ranges and its reinsurance coverage.
c) Definition of reinsurance requirements and analysis of underwriting
Reinsurance purchasing is an important part of the Group’s insurance activities and risk management. For the Property &
Casualty and Life & Savings operations, reinsurance programs are set up as follows:
– Reinsurance placement is handled centrally by AXA Cessions. Prior to ceding risks, in-depth actuarial analyses and
modeling are conducted on each portfolio by AXA Cessions and GRM to optimize the quality and cost of reinsurance
cover. These analyses are performed in collaboration with the technical and reinsurance departments of Group
operational entities. They measure frequency risks as well as specific severity risks (natural catastrophe, storms,
flooding, earthquakes).
They provide guidance for determining the most appropriate reinsurance cover (retention levels and scope of cover)
for each portfolio and for each type of risk in accordance with objectives and capital allocation constraints.
Estimates of catastrophic risks are carried out on the basis of several pieces of modelling software available in the
market. Although this software is vital to allow objective discussions with reinsurers, it is regularly assessed within GRM
and adjusted to the specific features of AXA’s portfolio. Experience shows that this software gives imperfect estimates
of real exposure, and can underestimate some important factors such as inflation following a major catastrophe or the
effects of climate change. In addition, it does not factor in risks relating to legal developments requiring an insurer
retrospectively to cover a risk that it believed it had excluded from its policies.
In 2006, this work was extended to the Life & Savings business based on the same procedures as in the Property &
Casualty business. Certain entities now arrange reinsurance partially through AXA Cessions, which has set up a
retention pool.
4.3.4. Implementation of the reinsurance strategy – Role of AXA Cessions
After analysis work, the Group’s various operating subsidiaries place their reinsurance requirements with AXA Cessions.
However, only a small part of most treaties is placed directly in the natural catastrophe reinsurance market. Most risk
is combined at the AXA Cessions level to form an internal Group reinsurance pool.
The retention rate and coverage applied to this pool are designed to protect the Group effectively at low cost.
Coverage is arranged through the reinsurance markets or directly in the financial markets through securitization (cat
bonds).
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For the motor liability segment, AXA Cessions has arranged Group protection for all entities.
For 2007, retention of risk within the Group (borne by entities) has been extended to the general liability and marine
segments. All local ceding of reinsurance is protected collectively by Group coverage and the results are retroceded to
entities.
Finally, in addition to the analyses described above, AXA regularly monitors its exposure to its main reinsurers, as
described in the section relating to credit risk management.
4.3.5. Property & Casualty reserves
In addition to controlling upstream risks through prior product approval and analyzing the reinsurance strategy, the
Property & Casualty businesses specifically monitor reserve risks.
Reserves have to be booked for claims as they are incurred or reported. These reserves are measured individually for
each dossier by the claims departments.
Additional reserves for incurred but not reported (IBNR) claims, along with reserves not enough reserved (IBNER –
incurred but not enough reported) are also booked. Various statistical and actuarial methods are used in these
calculations. Calculations are initially carried out locally by the technical departments in charge, and are then reviewed
by local risk management teams.
GRM has an annual review program to ensure the validity and coherence of the models used within the Group, in
accordance with actuarial principles and accounting rules in force.
The Group’s methods are based on internal and industry best practice.
Actuaries in charge of assessing reserves for claims payable do not use a single method but a selection of approaches
such as:
– Methods based on the development of claims (paid or incurred) using triangulation methods (e.g. chain ladder and
link ratio) for which past experience is applied to each loss occurrence or underwriting year, in order to make reserves
projections until their estimated final development.
– Methods based on claims ratios (such as the ultimate claims ratio or the additional claims ratio).
– Hybrid methods (such as Bornhuetter-Ferguson and Cape Cod).
– Methods based on frequency and severity estimates.
The analysis is segmented differently depending on product type, geographical location, distribution channel, local
regulation and other factors, in order to obtain a homogeneous claims base and ensure an appropriate analysis of
reserves.
Assumptions depend on available data relating to reported losses at the time of the estimates, as well as local
regulations, claims management procedures, pricing, underwriting information and the type of activities and claims
(coverage type, attritional or major claims, recent or old occurrence).
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They also depend on economic, social and environmental factors, as well as on the legislative and political context,
which are important variables in terms of reserves. Assumptions are made following discussions with claims managers,
pricing actuaries, underwriters and other specialised departments. These discussions lead to the definition of
reasonable estimate ranges.
However, it must be kept in mind that estimates are based mainly on assumptions that may prove different from
subsequent experience, particularly in the event of changes in the economic environment (e.g. a rise in inflation), in the
legal environment (case law) and in the social environment (class action suits), and especially if they affect the Group’s
main portfolios simultaneously.
4.4. Credit risk
Counterparty credit risk is defined as the risk that a third party in a transaction will default on its commitments. Given
the nature of its core business activities, AXA monitors two major types of counterparties, using methods suitable to
each type:
– Investment portfolios held by the Group’s insurance operations (excluding assets backing separate-account products
where risk is transferred to policyholders) as well as by banks and holding companies. These portfolios give rise to
counterparty risk through the bonds and derivative products held within them.
– Receivables from reinsurers resulting from reinsurance ceded by AXA.
4.4.1. Invested assets
AXA has a database consolidating the Group’s listed assets and analyzing them by issuer, credit rating, sector and
geographic region, in order to assess the risk of concentration in its equity and bond portfolios. This database allows
AXA to monitor exposure to the default risk of a given issuer, particularly through holding its bonds. It also allows the
monitoring of equity exposure, which is not subject to issuer-specific limits at Group level.
As regards bond issues, total issuer-specific exposure limits are set at Group level and at the level of each subsidiary.
These limits depend on the issuer’s risk, assessed via its credit rating and type (private, sovereign or quasi-sovereign).
These tools allow GRM to ensure compliance with limits. The ALM Co-ordination Committee is regularly kept informed
of the work performed.
These tools also enable coordinated contingency measures to be taken for the most sensitive counterparties.
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At December 31, 2006, the breakdown of the bond portfolio by credit rating category was as follows:
Credit risk diversification and analysis policies, particularly using credit ratings, are implemented by investment
departments and monitored by Risk Management teams.
4.4.2. Credit derivatives
The AXA Group, as part of its investment and credit risk management activities, may use strategies that involve credit
derivatives. AXA is exposed to credit derivatives through its investments in structured products such as CDOs
(collateralized debt obligations), which use credit derivatives to build their portfolio of collateral.
At December 31, 2006, the nominal amount of positions taken through credit derivatives was€9.9 billion including
€4.3 billion via CDOs.
Credit risk relating to CDOs is monitored separately, depending on the tranches held, and regardless of the type of
collateral (bonds or credit derivatives).
For other credit derivatives positions (nominal amount of€5.6 billion), the credit risk taken by the AXA Group through
these instruments is included in analyses of bond portfolios as described in the previous section. Limits applied to
issuers take into account these credit derivative positions.
4.4.3. Receivables from reinsurers: rating processes and factors
To manage the risk of reinsurer insolvency, a security committee is in charge of assessing reinsurer quality and
acceptable commitments.
The committee is under GRM’s authority and is run by AXA Cessions, which is the AXA entity in charge of placing the
Group’s Property & Casualty and Life & Savings insurance with external reinsurers (see section “Definition of reinsurance
requirements and analysis of underwriting”). This risk is monitored by comparing the various financial strength ratings
available on various reinsurers as well as by conducting in-depth analyses of the recoverability of receivables in the
event of reinsurer insolvency. The teams in charge of the Group reinsurance program analyze this informati on to add a
credit risk dimension to their work in placing insurance and transferring risk to the reinsurers. The security committee
meets monthly – and more frequently during renewal periods – and decides on any action to be taken with the aim of
limiting AXA’s exposure to the risk of default by any of its reinsurers.
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Furthermore, AXA summarizes and analyzes its exposure to all reinsurers by factoring in all positions with reinsurers
(claims, premiums, reserves, deposits, pledges and security deposits).
The Group’s top 50 reinsurers accounted for 75% of reinsurers’ share of insurance and investment contract liabilities in
2006. The breakdown of all reserves ceded to reinsurers by rating is as follows, taking into account only the ratings of
these top 50 reinsurers:
The “other” caption relates to reserves ceded to reinsurance pools, reserves ceded to reinsurers with which the AXA
Group does limited business (not in the top 50) and reinsurers not rated by the main rating agencies.
4.5. Liquidity and capital resources
Over the past few years, AXA has expanded its Insurance and Asset Management operations through a combination
of acquisitions, direct investments and organic growth. This expansion has been funded primarily through a
combination of (i) proceeds from the sale of non-core businesses and assets, (ii) dividends received from operating
subsidiaries, (iii) proceeds from the issuance of subordinated convertible debt securities, other subordinated debt
securities and borrowings (including debt issued by subsidiaries), and (iv) the issuance of ordinary shares.
The Company and each of its major operating subsidiaries are responsible for financing their operations. The Company,
as the holding company for the AXA Group, coordinates these activities and, in this role, participates in financing the
operations of certain subsidiaries. Certain of AXA’s subsidiaries, including AXA France Assurance, AXA Financial Inc.,
AXA Asia Pacific Holdings and AXA UK Plc. are also holding companies and are dependent on dividends received from
their own subsidiaries to meet their obligations. Operating entities have to meet multiple regulatory constraints, in
particular a minimum solvency ratio. The level of internal dividends paid by operating entities to AXA parent company
or other Group companies must therefore take into account these constraints as well as potential future regulatory
changes. However, based on the information currently available, AXA does not believe that such restrictions cons titute
a material limitation on its ability to meet its obligations or pay dividends.
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4.5.1. AXA’s insurance operations
The principal sources of funds for AXA’s insurance operations are premiums, investment income and proceeds from
sales of invested assets. These funds are mainly used to pay policyholder benefits, claims and claims expenses, policy
surrenders and other operating expenses, and to purchase invested assets. The liquidity of insurance operations is
affected by, among other things, the overall quality of AXA’s investments and AXA’s ability to cash out on its investments
to meet policyholder benefits and insurance claims as they fall due.
a) Life & Savings
Liquidity needs can also be affected by fluctuations in the level of surrenders, withdrawals and guarantees to
policyholders in the form of minimum income benefits or death benefits, particularly on variable annuity business.
The investment strategy of AXA’s Life & Savings subsidiaries is designed to match the investment returns and estimated
maturity of its investments with expected payments on insurance contracts. AXA regularly monitors the valuation and
maturity of its investments and the performance of its financial assets. Financial market performance may affect the level
of surrenders and withdrawals on life insurance policies, as well as projected immediate and long-term cash needs.
AXA adjusts its investment portfolios to reflect such considerations.
b) Property & Casualty and International Insurance
Liquidity needs can be affected by actual claims experience if significantly different from the estimated claims
experience.
Insurance cash flows are generally positive and can be slightly negative in the case of exceptional events. A portion of
these cash flows is invested in liquid, short-term bonds and other listed securities in order to avoid the liquidity risk that
may arise from such events. In the event of large catastrophic losses, AXA’s Property & Casualty operations would be
able to liquidate part of their investment portfolios to meet their obligations.
c) Asset Management and Other Financial Services
These subsidiaries’ principal sources of liquidity are operating cash flows, proceeds from the issuance of ordinary
shares (where applicable), drawings on credit facilities and other borrowings from credit institutions.
The financing needs of asset management subsidiaries arise from their activities, which require working capital, in
particular to finance prepaid commissions on some mutual fund-type products.
4.5.2. Sources of liquidity
At December 31, 2006, AXA’s consolidated balance sheet included cash and cash equivalents of€17.5 billion (2005:
€19.5 billion), excluding bank overdrafts of€1.3 billion (2005:€0.8 billion). At December 31, 2006, the parent
company’s cash and cash equivalents amounted to€317 million excluding bank overdrafts (€130 million in 2006)
versus€320 million as at December 31, 2005.
As part of its risk control system, AXA has for a number of years paid close attention to contractual clauses, particularly
those that may lead to early redemption. A large portion of AXA’s debts consist of subordinated bonds with no early
redemption clauses, except in the event of liquidation. Early redemption clauses are in general avoided by AXA.
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However, when market practice makes them unavoidable, AXA has a centralized method of monitoring these
clauses. AXA is not currently exposed to early redemption clauses that could have a significant impact on its financial
structure.
a) Subordinated debt
Following clarification of IFRIC Agenda Committee following IASB decision, AXA has reclassified TSDI instruments
(perpetual subordinated debts) into shareholders’ equity for all periods presented in the 2006 financial statements with
impact on net income.
At December 31, 2006, the parent company had outstanding subordinated debt (excluding accrued interests) of
€7,862 million, or€7,257 million taking into account a€605 million reduction due to the impact of foreign exchange
hedging derivative instruments.
On a consolidated basis, subordinated debt (including derivative instruments impact) totalled€5,563 million after taking
into account all intragroup eliminations, compared to€5,073 million at December 31, 2005.
The increase of€490 million, or€609 million increase at constant exchange rates (€119 million favorable exchange
rate impact, mainly stemming from dollar-denominated subordinated debt), was mainly due to the fall in the market
value of interest-rate swaps, attributable principally to the rise in Euro zone variable interest rates.
At December 31, 2006, the number of shares that could be issued as a result of bond conversions was 65.7 million
versus 64.4 million at end-2005. The conversion ratio applicable to bonds was reviewed following the capital increase
financing the Winterthur acquisition, explaining the increase in the number of shares that may potentially be created.
See the “Subsequent events after December 31, 2006 affecting AXA’s liquidity” section, which sets out the initiatives
undertaken by the Group in 2007 to offset this dilutive impact.
Movements in these items are described in note 16 to the Consolidated Financial Statements.
The contractual maturities of financing debts are detailed in note 16.4 to the Consolidated Financial Statements.
b) Financing debt instruments issued
The parent company’s financing debt instruments issued (excluding accrued interests) totaled€2,568 million at
December 31, 2006, an increase of€1,332 million compared to 2005 principally due to€1,350 million relating to
commercial paper issued at the end of the year, mainly to finance the Winterthur acquisition and future restructuring
plans.
On a consolidated basis, AXA’s total financing debt instruments issued amounted to€3,688 million at December 31,
2006, an increase of€872 million from€2,817 million at the end of 2005. At constant exchange rates, the increase
was€1,023 million (exchange rate movements had an impact of€151 million), mainly due to€1,350 million of
commercial paper issued by AXA SA, partly offset by AXA Equitable’s early redemption of all of its Closed- Block Mony
debt (€254 million) and associated derivatives (€15 million).
Movements in this item are described in note 16 to the Consolidated Financial Statements.
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c) Financing debt owed to credit institutions
At December 31, 2006, the amount of debt owed by AXA and its subsidiaries to credit institutions totaled€95 million
versus€17 million at the end of 2005. The increase of€79 million at constant exchange rates was mainly due to
€85 million related to the integration of Winterthur (€75 million at Winterthur Leven NV in the Netherlands and
€10 million at Winterthur Life in Switzerland).
d) Other debt (other than financing debt)
OTHER DEBT INSTRUMENTS ISSUED
At December 31, 2006, other debt instruments issued, excluding Winterthur’s contribution (€2,796 million mainly
relating to the integration of Holland Homes SPEs, which securitize mortgages in the Dutch DBV Life business) totaled
€1,919 million, down from€2,233 million at end-2005. The decline of€314 million (or€284 million at constant
exchange rates) resulted mainly from the€238 million fall in CDO instruments.
OTHER DEBTS BY ISSUANCE
At December 31, 2006 and excluding Winterthur’s contribution (€262 million of bank overdrafts), other debts by
issuance (including€1.1 billion of bank overdrafts) totaled€3,734 million of the total amount of debt owed to credit
institutions, down€2,443 million compared to end-2005. The decrease was€2,427 million at constant exchange
rates, and was attributable primarily to the following items:
- a change in the classification of debts relating to securities sold under repurchase agreements at AXA Bank Belgium.
As of January 1, 2006, these debts are presented as payables resulting from banking operations instead of debt
instruments issued (other than financing debts) and bank overdrafts, resulting in a reduction of€3,242 million.
Partly offset by:
- a€332 million increase in bank overdrafts; and
- a€290 million increase in deposits as part of AXA SA collateral contracts.
Movements in this item are described in note 17 to the Consolidated Financial Statements.
e) Issuance of ordinary shares
On July 11, 2006, AXA announced the completion of a€4.1 billion capital increase (1 new share for 9 previously held at
a price of€19.8 per share) to finance part of the Winterthur acquisition, resulting in the issue of 208,265,897 new shares.
The settlement and listing of the new shares on the Eurolist market of Euronext Paris took place on July 13, 2006.
The new shares are eligible for any future dividend distributions, including the dividend paid in 2007 in respect of fiscal
year 2006 earnings.
For several years, the AXA Group has been offering to its employees in and outside of France, the opportunity to
subscribe for shares issued by way of a capital increase reserved for employees. In 2006, employees invested a total
of€375 million leading to a total issuance of 15.5 million newly issued shares. Employee shareholders represented
approximately 4.98% of the outstanding share capital as of the end of 2006.
In the first half of 2006, AXA pursued its share purchase program to control dilution arising from 2005 share-based
compensation and the employee Shareplan program and purchased 12.7 million shares for a total amount of
€0.35 billion.
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f) Dividends received
Dividends paid to the Company totaled€1,581 million in 2006 (2005:€1,420 million, 2004:€970 million), of which
approximately€109 million were in currencies other than the Euro (2005:€74 million, 2004:€121 million).
The€161 million increase in dividends in 2006 was mainly due to:
(i) a€149 million rise in dividends received from financial companies to€192 million, mainly as a result of a
€121 million special dividend paid by Compagnie Financière de Paris following the improvement in its major risk
coverage ratio in 2006;
(ii) a€36 million increase in dividends received from insurance companies outside Europe to€109 million, mainly due
to the€13 million dividend paid by the Moroccan subsidiary AXA-ONA and a€10 million increase in dividends from
AXA Asia Pacific Holdings;
(iii) a€24 million decrease in dividends paid by European companies to€1,280 million. The main contributors remained
AXA France Assurance (€674 million), AXA Holdings Belgique (€299 million), AXA UK (€114 million) and Southern
Europea n companies (€116 million). The non-recurrent interim dividend of€236 million paid by AXA France
Assurance in December 2005, was largely offset by increased dividends from Belgium (up€153 million) and AXA UK
(up€106 million) as a result of higher earnings.
The Company is not subject to restrictions on dividend payments, provided that its accumulated profits are sufficient
to cover them. However, some subsidiaries, particularly insurance companies, are subject to restrictions on the amount
of dividends they can pay to shareholders. For more information on these restrictions, see note 28.3 to the
Consolidated Financial Statements.
The Company anticipates that cash dividends received from operating subsidiaries will continue to cover its operating
expenses including planned capital investment in existing operations, interest payments on its outstanding debt and
borrowings, and dividend payments during each of the next three years. AXA expects that anticipated investments in
subsidiaries and existing operations, future acquisitions and strategic investments will be funded from available cash
flow remaining after payments of dividends and operating expenses, proceeds from the sale of non-strategic assets
and businesses and future issues of debt and equity securities.
4.5.3. Uses of funds
Interests paid by the Company in 2006 totaled€530 million (2005:€518 million, 2004:€561 million) or€408 million
after the impact of hedging derivative instruments (2005:€267 million, 2004: 128;321 million). On a consolidated basis,
total interests paid in cash in 2006 was€539 million (2005:€568 million).
Dividends paid to AXA shareholders in 2006 totaled€1,647 million in respect of the 2005 financial year, or€0.88 per
share, versus€0.61 per share paid in respect of the 2004 financial year (€1,164 million in total). All of these dividends
were paid in cash.
4.5.4. Subsequent events after December 31, 2006 affecting AXA’s liquidity
On January 11, 2007, the meetings of holders of AXA’s 2014 and 2017 convertible bonds were held to vote on an
amendment of the final conversion dates of the bonds to January 26, 2007 in exchange for a cash payment in respect
of the value of the conversion option.
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The meeting of holders of the 2014 convertible bonds approved the amendment. Consequently, holders who did not
convert their bonds by January 26, 2007, received€16.23 per bond on January 31, 2007. The meeting of holders of
the 2017 convertible bonds did not approve the amendment. Consequently, to fully neutralize the dilutive impact of the
2017 convertible bonds AXA has purchased from a banking counterparty, for a total cash amount equivalent to the
payment proposed to bondholders, call options on the AXA share with an automatic exercise feature. This feature is
such that one option is automatically exercised upon each conversion of a convertible bond. Consequently, each
issuance of a new share resulting from the conversion of the bond will be offset by the delivery by the bank to AXA (and
subsequent c ancellation) of an AXA share. The issuance of a share in respect of the conversion of the bond and the
cancellation by AXA of the AXA share received will offset each other. As a result of this transaction, there will no longer
be a change to the outstanding number of AXA shares created by the convertible bond conversion.
For AXA shareholders, these transactions resulted in the elimination of the economic potential dilutive impact of the
2014 and 2017 convertible bonds (i.e. a maximum of 65.8 million shares). The total cash consideration paid by AXA
amounts to€245 million.
The Management Board proposed and AXA paid, following shareholders’ approval, a dividend of€1.06 per share on
May 21, 2007.
This dividend gives rise to a 40% tax credit for individuals whose fiscal residence is in France as of January 1, 2007,
equal to€0.424 per share.
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Note 5: Goodwill
5.1. Goodwill
An analysis of goodwill is presented in the table below:
(in Euro million) | |||||||||||||||||||
Gross valueDecember 31,2006 | AccumulatedimpairmentDecember 31,2006 | Net valueDecember 31,2006 | Gross value December 31,2005(a) | AccumulatedimpairmentDecember 31,2005 | Net valueDecember 31,2005 | Gross valueDecember 31,2004 | AccumulatedimpairmentDecember 31,2004 | Net valueDecember 31,2004 | |||||||||||
Winterthur | 2,762 | – | 2,762 | – | – | – | – | – | – | ||||||||||
Framlington | 87 | – | 87 | 142 | – | 142 | – | – | – | ||||||||||
Seguro Directo | 31 | – | 31 | 31 | – | 31 | – | – | – | ||||||||||
MONY | 220 | – | 220 | 246 | – | 246 | 351 | – | 351 | ||||||||||
AXA Equity & Law | 385 | – | 385 | 377 | – | 377 | 366 | – | 366 | ||||||||||
AXA Financial, Inc. | 2,885 | – | 2,885 | 3,223 | – | 3,223 | 2,790 | – | 2,790 | ||||||||||
Alliance Capital | 337 | – | 337 | 376 | – | 376 | 325 | – | 325 | ||||||||||
Sanford C. Bernstein | 3,237 | – | 3,237 | 3,299 | – | 3,299 | 2,670 | – | 2,670 | ||||||||||
SLPH (AXA UK Holdings) | 1,541 | – | 1,541 | 1,525 | – | 1,525 | 1,474 | – | 1,474 | ||||||||||
Nippon Dantaï (AXA Japan) | 1,225 | 64 | 1,161 | 1,343 | 70 | 1,273 | 1,334 | – | 1,334 | ||||||||||
AXA China Region | 246 | – | 246 | 274 | – | 274 | 236 | – | 236 | ||||||||||
Guardian Royal Exchange (excluding Albingia) | 349 | – | 349 | 344 | – | 344 | 338 | – | 338 | ||||||||||
Guardian Royal Exchange (Albingia) | 346 | – | 346 | 346 | – | 346 | 346 | – | 346 | ||||||||||
Royale Belge | 547 | 33 | 514 | 547 | 33 | 514 | 547 | 33 | 514 | ||||||||||
UAP | 631 | – | 631 | 534 | – | 534 | 522 | – | 522 | ||||||||||
Sterling Grace | 130 | – | 130 | 142 | – | 142 | 130 | – | 130 | ||||||||||
AXA Aurora | 120 | – | 120 | 120 | – | 120 | 120 | – | 120 | ||||||||||
MLC | 116 | – | 116 | – | – | – | – | – | – | ||||||||||
IPAC | 191 | – | 191 | 109 | – | 109 | 100 | – | 100 | ||||||||||
AXA Investment Managers (including AXA Rosenberg) | 112 | – | 112 | 117 | – | 117 | 102 | – | 102 | ||||||||||
Others | 683 | 14 | 669 | 576 | 7 | 568 | 492 | 7 | 485 | ||||||||||
TOTAL | 16,181 | 112 | 16,070 | 13,670 | 111 | 13,559 | 12,244 | 40 | 12,204 | ||||||||||
Of which: | |||||||||||||||||||
Life & Savings | 7,935 | 64 | 7,871 | 6,736 | 70 | 6,666 | 6,354 | – | 6,354 | ||||||||||
Property & Casualty | 3,632 | 35 | 3,597 | 2,090 | 35 | 2,055 | 2,021 | 35 | 1,986 | ||||||||||
International Insurance | 15 | 12 | 3 | 20 | 5 | 15 | 20 | 5 | 15 | ||||||||||
Asset Management | 4,505 | – | 4,505 | 4,733 | – | 4,733 | 3,781 | – | 3,781 | ||||||||||
Others | 94 | – | 94 | 91 | – | 91 | 68 | – | 68 |
(a) Following a revaluation of deferred tax assets booked at the time of the Nippon Dantail acquisition, goodwill was reduced by an equivalent amount (€70 million).
Cumulative amortization booked under French GAAP at December 31, 2003 is deducted from the gross value. Goodwill
presented in the tables above also includes the balancing entry for the revaluation of minority interests relating to buyout
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commitments recognized as liabilities under the “Minorities in controlled funds and other minority interests buy out
commitments” caption.
- The amounts relating to the puts owned by minority shareholders in Sanford C. Bernstein and presented in the
Sanford C. Bernstein item of the table above totaled€785 million at December 31, 2006 (€559 million at December 31,
2005,€298 million at December 31, 2004 and€508 million at January 2004).
- Goodwill relating to puts owned by minority shareholders in former Winterthur subsidiaries in Central Europe and
presented in the Winterthur item of the above table were recorded on the Group’s balance sheet at December 31,
2006 in an amount of€71 million following the Winterthur acquisition.
5.2. Change in goodwill
5.2.1. Goodwill – Change in gross value
(in Euro million) | |||||||||||||||
Gross value January 1,2006 | Acquisitions during the period | Disposals during the period | Goodwill adjustments | Currency translation adjustment | Other changes(b) | Gross value December 31,2006(a) | |||||||||
Winterthur | – | 2,762 | – | – | – | – | 2,762 | ||||||||
Framlington | 142 | – | – | – | – | (54) | 87 | ||||||||
Seguro Directo | 31 | – | – | – | – | – | 31 | ||||||||
MONY | 246 | – | – | – | (26) | – | 220 | ||||||||
AXA Equity & Law | 377 | – | – | – | 8 | – | 385 | ||||||||
AXA Financial, Inc. | 3,223 | – | – | – | (338) | – | 2,885 | ||||||||
Alliance Capital | 376 | – | – | – | (39) | – | 337 | ||||||||
Sanford C. Bernstein | 3,299 | – | – | – | (360) | 298 | 3,237 | ||||||||
SLPH (AXA UK Holdings) | 1,525 | – | – | – | 17 | (1) | 1,541 | ||||||||
Nippon Dantaï (AXA Nichidan) | 1,343 | – | – | – | (118) | – | 1,225 | ||||||||
AXA China Region | 274 | – | – | – | (28) | – | 246 | ||||||||
Guardian Royal Exchange (excluding Albingia) | 344 | – | – | – | 4 | – | 349 | ||||||||
Guardian Royal Exchange (Albingia) | 346 | – | – | – | – | – | 346 | ||||||||
Royale Belge | 547 | – | – | – | – | – | 547 | ||||||||
UAP | 534 | 92 | – | – | 5 | – | 631 | ||||||||
Sterling Grace | 142 | – | – | – | (12) | – | 130 | ||||||||
AXA Aurora | 120 | – | – | – | – | – | 120 | ||||||||
MLC | – | 121 | – | – | (6) | – | 116 | ||||||||
IPAC(c) | 109 | 86 | – | (1) | (3) | – | 191 | ||||||||
AXA Investment Managers (including AXA Rosenberg) | 117 | 5 | – | – | (10) | – | 112 | ||||||||
Others | 576 | 122 | (1) | 3 | (38) | 20 | 683 | ||||||||
TOTAL | 13,670 | 3,189 | (1) | 2 | (943) | 264 | 16,181 | ||||||||
Of which: | |||||||||||||||
Life & Savings | 6,736 | 1,653 | – | (1) | (457) | 5 | 7,935 | ||||||||
Property & Casualty | 2,090 | 1,518 | (1) | – | 5 | 20 | 3,632 | ||||||||
International Insurance | 20 | – | – | – | – | (5) | 15 | ||||||||
Asset management | 4,733 | 19 | – | – | (490) | 244 | 4,505 | ||||||||
Others | 91 | – | – | 3 | (1) | – | 94 |
(a) Gross value of goodwill is presented net of accumulated amortization under French GAAP as of December 31, 2003.
(b) Including the impact of exercises and revaluations of minority interests buyout commitments.
(c) Including€82,8 million due to the acquisition of Tynan Mackenzie.
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(in Euro million) | |||||||||||||||
Gross value January 1,2005 | Acquisitions during the period | Disposals during the period | Goodwill adjustments | Currency translation adjustment | Other changes(b) | Gross value December 31,2005(a) | |||||||||
Framlington | – | 142 | – | – | – | – | 142 | ||||||||
Seguro Directo | – | 31 | – | – | – | – | 31 | ||||||||
MONY | 351 | – | (152) | 1 | 46 | – | 246 | ||||||||
AXA Equity & Law | 366 | – | – | – | 11 | – | 377 | ||||||||
AXA Financial, Inc. | 2,790 | – | – | – | 433 | – | 3,223 | ||||||||
Sanford C. Bernstein | 2,670 | – | – | – | 426 | 203 | 3,299 | ||||||||
Alliance Capital | 325 | – | – | – | 51 | – | 376 | ||||||||
SLPH (AXA UK Holdings) | 1,474 | – | – | – | 51 | – | 1,525 | ||||||||
Nippon Dantaï (AXA Nichidan) | 1,334 | – | – | – | 9 | – | 1,343 | ||||||||
AXA China Region | 236 | – | – | – | 38 | – | 274 | ||||||||
Guardian Royal Exchange (excluding Albingia) | 338 | – | – | – | 6 | – | 344 | ||||||||
Guardian Royal Exchange (Albingia) | 346 | – | – | – | – | – | 346 | ||||||||
Royale Belge | 547 | – | – | – | – | – | 547 | ||||||||
UAP | 522 | 4 | – | – | 8 | – | 534 | ||||||||
Sterling Grace | 130 | – | – | – | 12 | – | 142 | ||||||||
AXA Aurora | 120 | – | – | – | – | – | 120 | ||||||||
IPAC | 100 | – | – | – | 9 | – | 109 | ||||||||
AXA Investment Managers (including AXA Rosenberg) | 102 | – | – | – | 15 | – | 117 | ||||||||
Others | 492 | 12 | – | 9 | 40 | 22 | 576 | ||||||||
TOTAL 2005 | 12,244 | 189 | (152) | 9 | 1,153 | 225 | 13,670 | ||||||||
TOTAL 2004 | 12,363 | 740 | (21) | 6 | (632) | (210) | 12,244 | ||||||||
TOTAL 2005 | 12,244 | 189 | (152) | 9 | 1,153 | 225 | 13,670 | ||||||||
Of which: | |||||||||||||||
Life & Savings | 6,354 | – | (152) | 3 | 531 | – | 6,736 | ||||||||
Property & Casualty | 2,021 | 36 | – | 6 | 27 | – | 2,090 | ||||||||
International Insurance | 20 | – | – | – | – | (1) | 20 | ||||||||
Asset Management | 3,781 | 153 | – | – | 595 | 203 | 4,733 | ||||||||
Others | 68 | – | – | – | – | 23 | 91 |
(a) Gross value of goodwill is presented net of accumulated amortization under French GAAP as of December 31, 2003.
(b) Including the impact of exercises and revaluations of minority interests buyout commitments.
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5.2.2. Goodwill – Change in impairment
(in Euro million) | |||||||||||||||||
Gross value January 1,2006 | Increase in impairment during the period | Increase in impairment relating togoodwill created on acquisitionsduring the period | Write back of impairment of goodwillsoldduring the period | Accumulated impairment losses transferredout relatingto goodwill transferred inthe “held forsale” category | Currency translation adjustment | Other changes | Gross value December 31,2006 | ||||||||||
Winterthur | – | – | – | – | – | – | – | – | |||||||||
Framlington | – | – | – | – | – | – | – | – | |||||||||
Seguro Directo | – | – | – | – | – | – | – | – | |||||||||
MONY | – | – | – | – | – | – | – | – | |||||||||
AXA Equity & Law | – | – | – | – | – | – | – | – | |||||||||
AXA Financial, Inc. | – | – | – | – | – | – | – | – | |||||||||
Sanford C. Bernstein | – | – | – | – | – | – | – | – | |||||||||
Alliance Capital | – | – | – | – | – | – | – | – | |||||||||
SLPH (AXA UK Holdings) | – | – | – | – | – | – | – | – | |||||||||
Nippon Dantaï (AXA Japan) | 70 | – | – | – | – | (6) | – | 64 | |||||||||
AXA China Region | – | – | – | – | – | – | – | – | |||||||||
Guardian Royal Exchange (excluding Albingia) | – | – | – | – | – | – | – | – | |||||||||
Guardian Royal Exchange (Albingia) | – | – | – | – | – | – | – | – | |||||||||
Royale Belge | 33 | – | – | – | – | – | – | 33 | |||||||||
UAP | – | – | – | – | – | – | – | – | |||||||||
Sterling Grace | – | – | – | – | – | – | – | – | |||||||||
AXA Aurora | – | – | – | – | – | – | – | – | |||||||||
MLC | – | – | – | – | – | – | – | – | |||||||||
IPAC | – | – | – | – | – | – | – | – | |||||||||
AXA Investment Managers (including AXA Rosenberg) | – | – | – | – | – | – | – | – | |||||||||
Others | 7 | – | – | – | – | – | 7 | 14 | |||||||||
TOTAL | 111 | – | – | – | – | (6) | 7 | 112 | |||||||||
Of which: | |||||||||||||||||
Life & Savings | 70 | – | – | – | – | (6) | – | 64 | |||||||||
Property & Casualty | 35 | – | – | – | – | – | – | 35 | |||||||||
International Insurance | 5 | – | – | – | – | – | 7 | 12 | |||||||||
Asset Management | – | – | – | – | – | – | – | – | |||||||||
Others | – | – | – | – | – | – | – | – |
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(in Euro million) | |||||||||||||||||
Gross value January 1,2005 | Increase inimpairment during the period | Increase in impairment relating togoodwill created on acquisitionsduring the period | Write back of impairment of goodwillsoldduring the period | Accumulated impairment losses transferredout relatingto goodwill transferred inthe “held forsale” category | Currency translation adjustment | Other changes | Gross valueDecember 31,2005 | ||||||||||
Framlington | – | – | – | – | – | – | – | ||||||||||
Seguro Directo | – | – | – | – | – | – | – | ||||||||||
MONY | – | – | – | – | – | – | – | – | |||||||||
AXA Equity & Law | – | – | – | – | – | – | – | – | |||||||||
AXA Financial, Inc. | – | – | – | – | – | – | – | – | |||||||||
Sanford C. Bernstein | – | – | – | – | – | – | – | – | |||||||||
Alliance Capital | – | – | – | – | – | – | – | – | |||||||||
SLPH (AXA UK Holdings) | – | – | – | – | – | – | – | – | |||||||||
Nippon Dantaï (AXA Japan) | – | – | – | – | – | – | 70 | 70 | |||||||||
AXA China Region | – | – | – | – | – | – | – | – | |||||||||
Guardian Royal Exchange (excluding Albingia) | – | – | – | – | – | – | – | – | |||||||||
Guardian Royal Exchange (Albingia) | – | – | – | – | – | – | – | – | |||||||||
Royale Belge | 33 | – | – | – | – | – | – | 33 | |||||||||
UAP | – | – | – | – | – | – | – | – | |||||||||
Sterling Grace | – | – | – | – | – | – | – | – | |||||||||
AXA Aurora | – | – | – | – | – | – | – | – | |||||||||
IPAC | – | – | – | – | – | – | – | – | |||||||||
AXA Investment Managers (including AXA Rosenberg) | – | – | – | – | – | – | – | – | |||||||||
Others | 7 | – | – | – | – | – | – | 7 | |||||||||
TOTAL 2005 | 40 | – | – | – | – | – | 70 | 111 | |||||||||
TOTAL 2004 | – | 33 | 6 | – | – | – | 1 | 40 | |||||||||
TOTAL 2005 | 40 | – | – | – | – | – | 70 | 111 | |||||||||
Of which: | – | – | – | – | – | – | – | ||||||||||
Life & Savings | – | – | – | – | – | – | 70 | 70 | |||||||||
Property & Casualty | 35 | – | – | – | – | – | – | 35 | |||||||||
International Insurance | 5 | – | – | – | – | – | – | 5 | |||||||||
Asset Management | – | – | – | – | – | – | – | – | |||||||||
Others | – | – | – | – | – | – | – | – |
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5.3. Other information relating to goodwill
Goodwill is mainly attributable to the following business combinations and entities:
Acquisition of Winterthur (2006)
On 14 June 2006, AXA announced the signature of an agreement with the Crédit Suisse Group for AXA to buy 100%
of Winterthur for a CHF12.3 billion (€7.9 billion) consideration in cash.
In addition, AXA refinanced CHF1.1 billion (€0.7 billion) of loans granted by Crédit Suisse Group to Winterthur.
On December 22, 2006, AXA completed its acquisition of Winterthur after receiving all regulatory authorizations.
Income from Winterthur’s activities between December 22, 2006 and December 31, 2006 was regarded as immaterial
with respect to the AXA Group’s consolidated income. The acquisition balance sheet was prepared on the basis of
December 31, 2006 figures.
The Group financed this transaction with a balanced mix of equity and debt. It raised€4.1 billion cash through a share
capital increase in early July 2006, and a further€3.8 billion through issues of deeply subordinated debts in July
October and December in Euros, sterling pounds, Australian and U.S. dollars (see note 13).
The Winterthur acquisition led to the recognition of€2,691 million of goodwill, excluding the goodwill related to put
options held by minority shareholders of Winterthur’s former subsidiaries in Central Europe (see note 5.1). The goodwill
arising from the Winterthur acquisition breaks down as follows:
Acquisition cost:
(in Euro million) | |||
Cash paid | 7,858 | ||
Cost attributable | 8 | ||
Total | 7,866 |
Assets and liabilities on the acquisition date totaled:
(in Euro million) | ||||
Fair value of assets and liabilities | ||||
Intangible assets | 3,512 | |||
Deferred acquisition costs and equivalent | 284 | |||
Investments | 101,321 | |||
Other assets | 8,121 | |||
Assets held for sale and relating to discontinued operations | 3,150 | |||
TOTAL ASSETS (excluding goodwill) | 116,389 | |||
Liabilities arising from insurance and investment contracts | 98,017 | |||
Provisions for risks and charges | 1,125 | |||
Others payables | 10,258 | |||
Liabilities held for sale and relating to discontinued operations | 1,812 | |||
TOTAL LIABILITIES | 111,212 | |||
Net acquired asset value | 5,177 | |||
Goodwill(a) | 2,762 |
(a) Includes€71 million relating to put options held by minority shareholders of Winterthur’s former subsidiaries in Central Europe and excluding€133 million
of goodwill related to the U.S. Property & Casualty business held for sale (see below in this note).
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Acquired assets and liabilities were previously valued using U.S. GAAP. They were adjusted to fair value in the opening
balance sheet and integrated with the Group’s financial statements at year-end based on the AXA IFRS accounting
policies.
Intangible assets totaling€3,468 million gross (€2,462 million net) were identified. They include:
- €2,327 million gross (€1,653 million net) relating to the value of purchased business inforce, consisting of the present
value of future profits on contracts already inforce at the acquisition date. The present value of future profits takes into
consideration the cost of capital and is estimated using actuarial assumptions based on projections made at
purchase date but also using a discount rate that includes a risk premium;
- a customer relationships intangible, only recognized if it can be measured reliably. For both life and non-life activities,
this value represents the value of future cash flows expected from renewals and the cross-selling of new products to
customers known and identified at the time of the acquisition. The total life and non-life value of this customer
relationships intangible recognized in the opening balance sheet was€1,141 million gross (€809 million net). In the
Property & Casualty business, these projections include assumptions regarding claims, expenses and financial
revenues. For Life & Savings, it is estimated on the basis of the new business value when the portion relating to
customers with inforce policies can be identified, measured and recognized separately.
All of these future cash flows have been measured without distinguishing the marketing resources (distribution
channels, brand, etc.) through which they are expected to be secured, in order to ensure consistency with
insurance industry practices, particularly as regards VBI, and also to avoid the recognition of redundant intangible
assets. This method of measuring intangible assets is consistent with the method used when assessing the
appraisal value.
In line with accounting practices in force before the adoption of IFRS, which may continue to be applied under IFRS 4,
expected flexible premiums relating to purchased business in force are recognized in the “Value of purchased life
business inforce” item.
These intangible assets are amortized over the residual life of the contracts.
The residual goodwill mainly represents expected synergies, especially cost cuttings and other customer-related items
that could not be measured reliably or recognized separately.
The opening balance sheet no longer contains deferred acquisition costs relating to the Life & Savings business, since
their fair value was nil at acquisition date. In accordance with practices used in past acquisitions, and based on
previously used accounting methods that are still permitted under IFRS for insurance contracts, deferred acquisition
costs relating to Property & Casualty have been maintained on the balance sheet. The value of unearned premiums net
of these costs represents an estimate of the fair value of these liabilities.
Acquired assets and liabilities have been reclassified, not only so that they can be presented according to the Group’s
IFRS principles, but also to take account the sale of Winterthur’s Property & Casualty operations in the United States
(see below).
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Winterthur Group’s estimated IFRS revenues from insurance operations and consolidated net income
for 2006
Estimates of 2006 revenues and consolidated net income for the acquired Winterthur Group assume the acquisition
took place at January 1, 2006.
- Estimated revenues total€14,477 million (excluding Winterthur’s U.S. Property & Casualty subsidiary).
- Estimated net income totals€530 million, including some non-recurring items (sale of the healthcare and Weaver
portfolios, one-off increase in technical liabilities booked by Winterthur in 2006, one-off tax gains or losses etc.).
These figures are estimates based on U.S. GAAP financial statements prepared by the previous owner. This information
is not necessarily indicative of the results that could have been achieved within the AXA Group if the acquisition had
actually taken place on January 1, 2006. In particular, the information does not factor in any synergies, nor does it
provide an indication of future results.
The retrospective computation of Winterthur’s consolidated net income takes into account:
- the exclusion of net income from the U.S. Property & Casualty business that is held for sale (see below) and
- entries relating to the amortization of purchase GAAP items, including in particular the cancellation of almost all net
gains and losses realized during the period and amortization of newly generated intangible assets.
Assets and liabilities held for sale
In June 2006, when AXA announced the acquisition of Winterthur, the Group also stated its intention to carry out a
strategic review of its entire interest in Winterthur’s U.S. Property & Casualty subsidiary. A binding offer was signed on
January 4, 2007 with Australian insurer QBE and the transaction is expected to close in the second quarter of 2007.
Assets and liabilities related to this business were restated at fair value net of costs to sell and classified within items
held for sale in the opening balance sheet.
UNITED STATES PROPERTY & CASUALTY | (in Euro million) | |||
Goodwill | 133 | |||
Deferred acquisition costs and equivalent | 89 | |||
Intangible assets | 264 | |||
Investments | 1,866 | |||
Others assets | 766 | |||
Expenses relating to business disposal | (17) | |||
TOTAL ASSETS | 3,101 | |||
Liabilities outward of policyholders | 1,660 | |||
Provisions for risks and charges | 47 | |||
Others payables | 104 | |||
TOTAL LIABILITIES | 1,812 | |||
Net acquired asset value | 1,290 |
Before eliminating the Swiss holding company’s loan to this subsidiary (€430 million), the net assets of this business
held for sale were€860 million. All figures are based on the exchange rate at December 31, 2006.
The total net amount of assets held for sale is€49 million, excluding Winterthur’s U.S. Property & Casualty subsidiary.
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Acquisition of MLC Hong Kong and Indonesia (2006)
On May 8, 2006, AXA Asia Pacific Holdings (AXA APH) announced that it had completed the acquisition ofMLC Hong
KongandMLC Indonesia.Once the required regulatory authorizations had been obtained, these two acquisitions
were completed within the timeframe mentioned when AXA APH announced its acquisition plan on February 21, 2006.
The purchase price was€340 million. This led to the recognition of€116 million of goodwill and€194 million of
intangible assets (Value of purchased Business Inforce), making a total of€309 million (net of tax).
Acquisition of Citadelle (2006)
On November 29, 2005, AXA Canada announced that it had reached an agreement with Winterthur Canada Financial
Corporation to acquire its main asset, i.e.La Citadelle Compagnie d’assurances générales (“Citadelle”).The
acquisition was financed through the AXA Group’s internal resources and was completed in March 2006. The purchase
price was€221 million, including goodwill of€99 million.
Buyout of minorities - AXA Konzern AG (2006)
On May 15, 2006, AXA announced a squeeze-out operation concerning its German subsidiaryAXA Konzern AG
(“AXA Konzern”),enabling it to acquire the 3.2% of AXA Konzern shares it did not previously own for€134.54 per
ordinary and preferred share.
The resolution relating to this squeeze-out was approved in AXA Konzern’s shareholders’ meeting of July 20, 2006.
The registration of this transaction is subject to various procedures under German law, which were still ongoing at
December 31, 2006.
Previously, and as announced on December 21, 2005, AXA had offered to buy out minorities in AXA Konzern between
January 9 and February 27, 2006 at a price of€129.3 per ordinary and preferred share. At the end of the offer period,
AXA owned 96.8% of AXA Konzern directly and indirectly, thereby exceeding the 95% threshold required to initiate a
mandatory squeeze-out operation.
Shareholders who tendered their shares to the offer at€129.30 per share will receive the mandatory squeeze-out price
of€134.54 per share.
At end-December, the Group owned 96.84% of AXA Konzern, generating goodwill of€92 million (reported on the UAP
line of the first table of note 5.1 above).
Buyout of minorities - Tynan Mackenzie (2006)
On 27 September 2006, AXA Asia Pacific Holdings (AXA APH) acquired 66.7% of Tynan Mackenzie for€99 million.
AXA APH had acquired a 33.3% stake in Tynan Mackenzie in January 2002 for€16 million, generating initial goodwill
of€14 million.
At December 31, 2006, goodwill on this entity totaled€82.8 million.
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Acquisition of Framlington (2005)
On October 31, 2005, AXA Investment Managers (AXA IM) acquired the Framlington Group for £207.8 million (€303 million).
This transaction led to the recognition of £130 million of intangible assets (€189 million before amortization) and goodwill
of £97.2 million (€142 million).
At December 31, 2006, this goodwill had a net value of€87 million.
Acquisition of Seguro Directo (2005)
On October 18, 2005, AXA acquired the insurance company Seguro Directo. The total transaction consideration was
€42 million. This transaction gave rise to goodwill of€31 million.
At December 31, 2006, the net value of this goodwill was€31 million.
Acquisition of MONY (2004)
On July 8, 2004, AXA Financial acquired MONY for U.S.$1.48 billion (€1.3 billion). The total cost of the transaction was
U.S.$1.63 billion, including:
- U.S.$1.55 billion of cash payments for MONY shares.
- U.S.$80 million of transaction costs borne by AXA Financial.
This transaction gave rise to goodwill of U.S.$672 million (€541 million) under French GAAP.
As regards the adoption of IFRS, since the transaction took place after January 1, 2004, certain restructuring costs
relating to MONY were deducted from this goodwill figure. The net goodwill figure therefore became $478 million.
In 2005, AXA Financial sold its Advest Group Inc. subsidiary (part of the MONY Group) for $400 million. This transaction
reduced the MONY goodwill by $189 million (€152 million).
As a result, at December 31, 2006, the MONY goodwill had a net book value of€220 million.
Financial reorganization of AXA Equity & Law - AXA UK (2001)
As a result of AXA Equity & Law’s financial reorganization, AXA acquired a portion of the surplus assets held in the
participating (“With-Profit”) fund and related future benefits based on the percentage of policyholders who elected in
favor of the plan.
This acquisition was carried out via the payment of an incentive bonus of approximately £260 million plus £18 million
of direct expenses associated with the transaction (a total of approximately€451 million based on the average £/€
exchange rate for the period).
At January 1, 2004, the net book value of this goodwill was€361 million under French GAAP. With the adoption of
IFRS, the goodwill was adjusted for unrealized foreign exchange gains and losses, since goodwill must be recorded in
the local currency of the acquired entity. The new goodwill figure became £255 million.
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At December 31, 2006, this goodwill had a net value of€385 million.
Minority interests’ buyout - AXA Financial (2000)
The aggregate purchase consideration was€11,213 million and included the following items:
-€3,868 million financed by a capital increase, representing the value of the 25.8 million ordinary shares issued by AXA
at a price of€149.90 per share at December 22, 2000, the closing date of the initial offer period and before the 4-for-1 stock split,
- €7,316 million in cash relating to the cost of settling or exchanging outstanding employee share options of AXA
Financial, as well as fees and direct transaction costs.
Based on the carrying value as at December 31, 2000 of the net assets acquired (€3,913 million), the goodwill
amounted to€7,301 million. In accordance with article D248-3 of the decree dated January 17, 1986 and with
recommendations issued by the “Commission des Opérations de Bourse” (French stock market regulator) in its bulletin
210 of January 1988, the excess purchase price of€2,518 million was charged directly to consolidated retained
earnings and reserves; i.e. the entire excess purchase price multiplied by the ratio of the aggregate purchase
consideration financed by the capital increase. The remaining€4,782 million goodwill was recorded as an asset.
At January 1, 2004, the net book value of this goodwill was€4,100 million under French GAAP. With the adoption of
IFRS, the goodwill was adjusted for unrealized foreign exchange gains and losses, since goodwill must be recorded in
the local currency of the acquired entity. The new goodwill figure became $3,801 million.
At December 31, 2006, this goodwill had a net value of€2,885 million.
Sanford C. Bernstein Transaction (2000)
The total purchase price was U.S.$3.5 billion (€4.0 billion) and consisted of U.S.$1.5 billion in cash and 40.8 million
newly issued private units of Alliance Capital. The cash was funded by AXA Financial through a financing agreement
whereby, in June 2000, AXA Financial purchased units in the limited partnership Alliance Capital Management L.P. for
an aggregate purchase price of $1.6 billion. Following this acquisition, Alliance Capital was renamed AllianceBernstein.
Goodwill totaled€583 million relating to the capital increase plus 128;3,689 million with respect to the acquisition of
Sanford C. Bernstein operations, making a total of€4,272 million.
At January 1, 2004, the net book value of this goodwill was€2,256 million under French GAAP. With the adoption of
IFRS, this figure became $3,490 million due to the adjustment of the exercised puts (see below).
In connection with this acquisition, AXA Financial agreed in 2000 to ensure the liquidity of new AllianceBernstein units
distributed to the former shareholders of Sanford C. Bernstein over an eight-year period following a two-year lock-out
period. Not more than 20% of the original units issued to former Sanford Bernstein shareholders may be put to AXA
Financial in any one annual period.
The estimated exercise value of these commitments to minority interests is recognized on the balance sheet under
“Minorities in controlled funds and other commitments to buy out minority interests”.This value is revised every year
depending on exercised puts and the change in the value of residual commitments, with a balancing entry to goodwill.
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The value of the liability on the balance sheet was€895 million at January 1, 2004,€494 million at December 31, 2004
after the exercise of two puts,€789 million at December 31, 2005 and€1,003 million at December 31, 2006. The
goodwill recorded as a balancing entry for the revaluation of the liability was€508 million at Jan uary 1, 2004,€298 million
at December 31, 2004 after the exercise of two puts and€559 million at December 31, 2005 and€785 million at
December 31, 2006.
At December 31, 2006, this goodwill had a net value of€3,237 million.
Buyout of minorities - Sun Life & Provincial Holdings (renamed AXA UK Holdings)
The total cost of the acquisition of the 44% minority interests in Sun Life & Provincial Holdings (SLPH) amounted to
£2.3 billion (approximately€3.7 billion). The goodwill recorded was€1,971 million.
At January 1, 2004, the net book value of this goodwill was€1,660 million under French GAAP. With the adoption of
IFRS, the goodwill was adjusted for unrealized foreign exchange gains and losses, since goodwill must be recorded in
the local currency of the acquired entity. The new goodwill figure is made up of £959 million relating to UK entities,
US$114 million relating to U.S. entities and€31 million relating to French entities.
At December 31, 2006, this goodwill had a net value of€1,541 million.
AXA Nichidan (renamed AXA Life Japan) (2000)
The valuation of the assets transferred by AXA and the shareholders of Nippon Dantaï to the new joint entity, AXA
Nichidan Holding, together with the two cash contributions made by AXA to increase AXA Nichidan’s capital generated
a goodwill of€1,856 million. Following the 2001 revaluation of an intangible asset that decreased the opening
shareholders’ equity by€130 million (Group share), goodwill was increased.
At January 1, 2004, the net book value of this goodwill was€1,408 million under French GAAP. No adjustment was
made relating to the adoption of IFRS. The net value of this goodwill in local currency terms is JPY 181,521 million.
In 2005, following a new estimate of the deferred tax assets recorded at the time of the Nippon Dantaï acquisition, an
equivalent amount (€70 million) was deducted from goodwill.
At December 31, 2006, the net value of this goodwill was€1,161 million.
Buyout of minorities - AXA China Region (2000)
The total transaction (buyout of 26% minority interests) amounted to€519 million and resulted in goodwill of€300 million.
At January 1, 2004, the net book value of this goodwill was€253 million under French GAAP. With the adoption of
IFRS, the goodwill was adjusted for unrealized foreign exchange gains and losses, since goodwill must be recorded in
the local currency of the acquired entity. The new goodwill figure became HKD 2,510 million.
At December 31, 2006, this goodwill had a net value of€246 million.
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Guardian Royal Exchange (1999)
The acquisition of GRE (Guardian Royal Exchange) in 1999 resulted in a goodwill of€1,138 million.
The goodwill relating to the English, Irish and Portuguese Property & Casualty subsidiaries was mainly due to a
significant deficiency in insurance claims reserves, and was impaired in 1999 for€446 million (€259 million net Group
share), representing the deficiency observed in the opening reserves.
Following a review of the risks insured and the resulting additional technical reserves booked in 2000, the opening
shareholders’ equity of the British entities of the former GRE Group was revised and, therefore, goodwill modified (at
December 31, 2000, gross goodwill was€1,261 million and net goodwill€770 million).
At January 1, 2004, the net book value of this goodwill was€688 million under French GAAP. With the adoption of
IFRS, the goodwill figure is made up of £238 million relating to UK entities and€346 million relating to German entities.
At December 31, 2006, the net value of this goodwill was€695 million.
Royale Belge (1998)
At December 31, 1999, gross goodwill from the buyout of the 51% minority interests of Royale Belge amounted to
€1,007 million, of which€337 million was charged directly to retained earnings and reserves.
At January 1, 2004, the net book value of this goodwill was€547 million under French GAAP. With the adoption of
IFRS, this goodwill became€565 million.
In 2004, goodwill was written down by€33 million in relation to the Netherlands P&C business. Goodwill was reduced
by a further€18 million following the disposal of Unirobe in early 2004.
At December 31, 2006, this goodwill had a net value of€514 million.
UAP (1997)
In 1997, AXA acquired UAP, and goodwill of€1,863 million was booked, of which€1,641 million was charged directly
to retained earnings and reserves. As a result of purchase accounting adjustments made in 1998 and in 1999, the total
goodwill increased to€1,866 million at December 31, 1999, of which€1,584 million represented the amount charged
directly to retained earnings a nd reserves.
In 2003, following the release of a provision booked when the Group acquired German activities in 1997 and which took
place after the Group sold its stake in Colonia Re JV to General Re, exceptional amortization of€57 million was recognized.
At January 1, 2004, the net book value of this goodwill was€293 million under French GAAP, including net goodwill relating to
AXA Colonia. With the adoption of IFRS, additional goodwill of £178 million was booked following the write-off of portfolio value
on investment contracts without discretionary participating features by the UK Life & Savings subsidiary. The new goodwill figure
is made up of€265 million relating to French, German and Belgian entities and £183 million relating to UK entities.
At December 31, 2006, the net book value of the goodwill was€631 million.
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Note 6:
Value of purchased life business inforce
The change in Value of Business Inforce (“VBI”) in the Life & Savings segment was as follows:
(in Euro million) | |||||||
2006 | 2005 | 2004 | |||||
Gross carrying value as at January 1 | 5,760 | 5,474 | 5,005 | ||||
Accumulated amortization and impairment | (2,444) | (1,821) | (1,414) | ||||
Shadow accounting on VBI | (694) | (530) | (380) | ||||
Net carrying value as at January 1 | 2,623 | 3,123 | 3,210 | ||||
Increase following Life portfolio acquisitions | – | – | – | ||||
Decrease following Life portfolio disposals | – | – | – | ||||
Increase following new subsidiaries’ acquisitions | 2,575 | – | 694 | ||||
Decrease following subsidiaries’ disposals | – | – | – | ||||
Decrease following the transfer of portfolios to the “held for sale” category | – | – | – | ||||
Impacts on VBI of changes in scope and portfolios transfers | 2,575 | – | 694 | ||||
VBI capitalization | 7 | 8 | – | ||||
Capitalized interests | 138 | 155 | 56 | ||||
Amortization and impairment for the period(a) | (428) | (722) | (524) | ||||
Changes in VBI amortization, capitalization and impairment | (282) | (558) | (468) | ||||
Change in shadow accounting on VBI | 291 | (161) | (163) | ||||
Currency translation | (123) | 180 | (149) | ||||
Other changes | (33) | 38 | – | ||||
Net carrying value as at December 31 | 5,050 | 2,623 | 3,123 | ||||
Gross carrying value as at December 31 | 8,130 | 5,760 | 5,474 | ||||
Accumulated amortization and impairment | (2,686) | (2,444) | (1,821) | ||||
Shadow accounting on VBI | (394) | (694) | (530) |
(a) Includes the amortization charge for the period, any losses of value and, exceptionally in 2004, capitalized interests relating to the United States and Japan.
In 2006, the€2,575 million increase in VBI following new subsidiaries’ acquisitions consists of€2,327 million relating
to Winterthur and€248 million relating to MLC Hong Kong. The€694 million increase in 2004 corresponded to the
acquisition of MONY in the United States.
In 2005, amortization included an exceptional charge of€219 million in Japan, reflecting a change in future financial
assumptions.
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Note 7:
Deferred acquisition costs and similar costs
7.1. Breakdown of deferred acquisition costs (DAC)
and similar
(in Euro million) | ||||||||||
December 31, 2006 | December 31, 2005(c) | December 31, 2004(c) | ||||||||
Net deferred acquisition costs relating to Life & Savings(a)(c) | 13,653 | 13,249 | 11,040 | |||||||
Net rights to future managements fees(b) | 1,152 | 960 | 692 | |||||||
Shadow accounting on DAC | (606) | (889) | (767) | |||||||
Deferred acquisition costs and similar costs relating to Life & Savings | 14,199 | 13,320 | 10,965 | |||||||
Deferred acquisition costs and equivalent relating to Property & Casualty and International Insurance | 1,697 | 1,447 | 1,354 | |||||||
Net deferred acquisition costs and similar costs | 15,896 | 14,767 | 12,319 |
(a) Applicable to Life & Savings insurance contracts and investment contracts with discretionary participation features according to IFRS 4. Amounts net
of accumulated amortization.
(b) Applicable to investment contracts with no discretionary participation features.
(c) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments on all periods presented. The effects of these
adjustments is set out in note 14.
The increase in deferred acquisition costs and equivalent in the Property & Casualty and International Insurance
businesses was mainly due to the Winterthur acquisition (€284 million).
In accordance with practices used in past acquisitions, and based on previous accounting methods that are still
authorized under IFRS for insurance contracts, deferred acquisition costs in the Winterthur’s Property & Casualty
business have been maintained on the balance sheet. The value of unearned premiums net of these costs represents
an estimate of the fair value of these Property & Casualty liabilities.
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7.2. Rollforward of deferred acquisition costs and similar –
Life & Savings
Changes in deferred acquisition costs and similar costs for Life & Savings were as follows:
(in Euro million) | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
Life & Savings Deferred Acquisition Costs(a) | Rights to future management fees(b) | Life & Savings Deferred Acquisition Costs(a) | Rights to future management fees(b) | Life & Savings Deferred Acquisition Costs(a) | Rights to future management fees(b) | ||||||||
Life & Savings deferred acquisition costs and similar costs net carrying value as at January 1 | 12,360 | 960 | 10,273 | 692 | 10,260 | 499 | |||||||
Decrease following Life portfolio disposals | – | – | – | – | – | – | |||||||
Increase following new subsidiaries acquisitions | – | – | – | – | – | – | |||||||
Decrease following subsidiaries disposals | – | – | – | – | – | – | |||||||
Decrease following the transfer of portfolios to the “held for sale” category | – | – | – | – | – | – | |||||||
Impact of changes in scope and portfolios transfers | – | – | – | – | – | – | |||||||
Amortization and impairment for the period(c)(d) | (1,961) | (92) | (1,648) | (60) | (973) | (47) | |||||||
Capitalized interests for the period | 639 | – | 602 | – | 109 | – | |||||||
DAC and similar costs capitalization for the period | 2,531 | 265 | 2,251 | 309 | 2,207 | 250 | |||||||
Changes in amortization, capitalization and impairment | 1,209 | 173 | 1,206 | 249 | 1,342 | 203 | |||||||
Shadow accounting on DAC | 262 | (86) | (157) | ||||||||||
Currency translation | (833) | 19 | 915 | 19 | (485) | (9) | |||||||
Other changes(d) | 48 | – | 53 | (1) | (688) | (1) | |||||||
Life & Savings deferred acquisition costs and similar costs net carrying value as at December 31 | 13,047 | 1,152 | 12,360 | 960 | 10,273 | 692 | |||||||
TOTAL | 14,199 | 13,320 | 10,965 |
DAC = Deferred Acquisition Costs.
(a) Relating to contracts subject to IFRS 4, i.e. insurance contracts and investment contracts with discretionary participating features.
(b) Applicable to investment contracts with no discretionary participation features.
(c) Includes the amortization charge for the period, eventual loss of value and, exceptionally in 2004, capitalized interest relating to the USA and Japan.
(d) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments on all periods presented. The effects of these
adjustments is set out in note 14.
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7.3. Deferred acquisition costs and similar costs,
net of amortization, unearned revenue reserves
and unearned fee reserves – Life & Savings
The value of Life & Savings deferred acquisition costs and similar costs, net of amortization, unearned revenue reserves
and unearned fee reserves, was as follows:
(in Euro million) | |||||||||||||
December31, 2006 | December31, 2005 | December 31, 2004 | |||||||||||
Life & Savings Deferred Acquisition Costs(a) | Rights tofuture management fees(b) | Life & Savings Deferred Acquisition Costs(a) | Rights tofuture management fees(b) | Life & Savings Deferred Acquisition Costs(a) | Rights tofuture management fees(b) | ||||||||
DAC net of amortization(c) | 13,047 | 1,152 | 12,360 | 960 | 10,273 | 692 | |||||||
of which shadow DAC | (606) | (889) | (767) | ||||||||||
Unearned revenue reserves (URR)(c) | 1,741 | 339 | 1,532 | 194 | 1,476 | 93 | |||||||
of which shadow URR | (291) | (431) | (298) | ||||||||||
DAC net of amortization and URR | 11,306 | 813 | 10,828 | 766 | 8,796 | 599 | |||||||
TOTAL for all types of contracts | 12,119 | 11,594 | 9,396 |
DAC = Deferred Acquisition Costs.
(a) Relating to contracts subject to IFRS 4, i.e. insurance contracts and investment contracts with discretionary participating features.
(b) Applicable to investment contracts with no discretionary participation features (IAS 39).
(c) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments on all periods presented. The effects of these
adjustments is set out in note 14.
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Note 8: Other intangible assets
8.1. Breakdown of other intangible assets
Other intangible assets (€2,350 million at December 31, 2006, including€1,185 million from Winterthur) mainly
included:
(in Euro million) | |||||||||||||
Gross value | Accumulated amortization | Impairment | Net Value December 31, 2006 | Net Value December 31, 2005 | Net Value December 31, 2004 | ||||||||
Software capitalized | 1,470 | (1,039) | (1) | 430 | 392 | 419 | |||||||
Intangible assets recognized in business combinations | 1,857 | (32) | (8) | 1,817 | 599 | 122 | |||||||
Other intangible assets | 182 | (80) | – | 103 | 83 | 56 | |||||||
TOTAL intangible assets | 3,509 | (1,151) | (9) | 2,350 | 1,074 | 597 |
8.2. Breakdown of intangible assets recognized
in business combinations
(in Euro million) | |||||||||||||
December 31, 2006 | |||||||||||||
Gross value | Accumulated amortization | Impairment | Net Value | ||||||||||
Winterthur | 1,142 | – | – | 1,142 | |||||||||
AXA Investment Managers (including AXA Rosenberg) | 273 | (8) | – | 265 | |||||||||
Citadel | 20 | (2) | – | 18 | |||||||||
MONY | 110 | (22) | (8) | 81 | |||||||||
Others | 313 | (1) | – | 312 | |||||||||
TOTAL | 1,857 | (32) | (8) | 1,817 |
F-94
8.3. Change in intangible assets recognized
in business combinations
(in Euro million) | |||||||||||||||||||
2006 | |||||||||||||||||||
Net value at January 1st | Acquisition during the period | Purchase increases following adjustments | Amortization and impairment allowance | Disposal duringthe period | Purchase decreases following adjustments | Amortization and impairment write back followingdisposal | Currency impact | Net value at December 31 | |||||||||||
Winterthur | – | 1,142 | – | – | – | – | – | – | 1,142 | ||||||||||
AXA Investment | |||||||||||||||||||
Managers | |||||||||||||||||||
(including | |||||||||||||||||||
AXA Rosenberg) | 182 | – | 78 | – | – | – | – | 5 | 265 | ||||||||||
Citadel | – | 19 | – | – | – | – | – | (1) | 18 | ||||||||||
MONY | 106 | – | – | (15) | – | – | – | (10) | 81 | ||||||||||
Others | 311 | 2 | – | – | – | – | – | – | 312 | ||||||||||
TOTAL | 599 | 1,163 | 78 | (16) | – | – | – | (7) | 1,817 |
Note 9: Investments
The method for determining the fair value of investments stated at cost or amortized cost is as follows:
– For real estate investments, fair value is usually based on studies conducted by qualified external appraisers. They
are based on a multi-criteria approach, and their frequency and terms are based on local regulations.
– Fair values of mortgages, policy loans and other loans are estimated by discounting future contractual cash flows
using interest rates at which loans with similar characteristics and credit quality would be originated. Fair values of
doubtful loans are limited to the estimated fair value of the underlying collateral, if lower than the estimated discounted
cash flows.
– In other cases, fair value is estimated based on financial and other information available in the market, or estimated
discounted cash flows, including a risk premium.
Estimated fair values do not take into account supplemental charges or reductions due to selling costs that may be
incurred, nor the tax impact of realizing unrealized capital gains and losses.
F-95
9.1. Breakdown of investments
Each investment item is presented net of the effect of hedging derivatives (IAS 39) and economic hedging derivatives
that do not form part of a hedge relationship under IAS 39 (excluding macro hedging derivatives and other derivatives).
Details of the effect of derivatives are provided in section 19.3.
(in Euro million) | |||||||||||||||||||
December 31, 2006 | |||||||||||||||||||
Insurance | Other activities | Total | |||||||||||||||||
Fair value | Net book value | % (val. Balance sheet) | Fair value | Net book value | % (val. Balance sheet) | Fair value | Net book value | % (val. Balance sheet) | |||||||||||
Investment properties at amortized cost | 18,218 | 13,243 | 2.27% | 731 | 548 | 3.36% | 18,949 | 13,791 | 2.30% | ||||||||||
Investment properties at fair value through profit & loss(c) | 5,364 | 5,364 | 0.92% | 608 | 608 | 3.73% | 5,972 | 5,972 | 1.00% | ||||||||||
Macro hedge and speculative derivatives | – | – | – | – | – | – | – | – | – | ||||||||||
Investment properties | 23,582 | 18,608 | 3.19% | 1,339 | 1,156 | 7.09% | 24,921 | 19,763 | 3.30% | ||||||||||
Fixed maturities held to maturity | – | – | – | – | – | – | – | – | – | ||||||||||
Fixed maturities available for sale | 241,258 | 241,258 | 41.40% | 5,645 | 5,645 | 34.64% | 246,903 | 246,903 | 41.22% | ||||||||||
Fixed maturities at fair value through profit and loss(c) | 49,591 | 49,591 | 8.51% | 182 | 182 | 1.11% | 49,772 | 49,772 | 8.31% | ||||||||||
Fixed maturities held for trading | 94 | 94 | 0.02% | 1,203 | 1,203 | 7.38% | 1,297 | 1,297 | 0.22% | ||||||||||
Non quoted fixed maturities (amortized cost) | 10 | 10 | – | 1 | 1 | 0.01% | 11 | 11 | – | ||||||||||
Fixed maturities | 290,953 | 290,953 | 49.93% | 7,031 | 7,031 | 43.15% | 297,984 | 297,984 | 49.74% | ||||||||||
Equity securities available for sale | 35,604 | 35,604 | 6.11% | 2,733 | 2,733 | 16.77% | 38,337 | 38,337 | 6.40% | ||||||||||
Equity securities at fair value through profit and loss(c) | 22,050 | 22,050 | 3.78% | 123 | 123 | 0.75% | 22,173 | 22,173 | 3.70% | ||||||||||
Equity securities held for trading | 142 | 142 | 0.02% | 332 | 332 | 2.04% | 474 | 474 | 0.08% | ||||||||||
Equity securities | 57,797 | 57,797 | 9.92% | 3,187 | 3,187 | 19.56% | 60,984 | 60,984 | 10.18% | ||||||||||
Non controlled investment funds available for sale | 4,599 | 4,599 | 0.79% | 226 | 226 | 1.39% | 4,825 | 4,825 | 0.81% | ||||||||||
Non controlled investment funds at fair value through profit and loss(c) | 2,319 | 2,319 | 0.40% | 155 | 155 | 0.95% | 2,474 | 2,474 | 0.41% | ||||||||||
Non controlled investment funds held for trading | 80 | 80 | 0.01% | 33 | 33 | 0.20% | 113 | 113 | 0.02% | ||||||||||
Non controlled investment funds | 6,998 | 6,998 | 1.20% | 414 | 414 | 2.54% | 7,412 | 7,412 | 1.24% | ||||||||||
Other assets held by controlled investment funds designated as at fair value through profit and loss | 3,144 | 3,144 | 0.54% | – | – | – | 3,144 | 3,144 | 0.52% | ||||||||||
Macro hedge and speculative derivatives | (175) | (175) | N/A | 875 | 875 | 5.37% | 701 | 701 | 0.12% | ||||||||||
Financial investments | 358,718 | 358,718 | 61.56% | 11,507 | 11,507 | 70.62% | 370,225 | 370,225 | 61.80% | ||||||||||
Loans held to maturity | – | – | – | – | – | – | – | – | – | ||||||||||
Loans available for sale | 824 | 824 | 0.14% | 26 | 26 | 0.16% | 850 | 850 | 0.14% | ||||||||||
Loans designated as at fair value through profit and loss(c) | 378 | 378 | 0.06% | 2,768 | 2,768 | 16.99% | 3,146 | 3,146 | 0.53% | ||||||||||
Loans held for trading | – | – | – | 227 | 227 | 1.39% | 227 | 227 | 0.04% | ||||||||||
Mortgage loans | 13,175 | 13,077 | 2.24% | 13 | 13 | 0.08% | 13,188 | 13,090 | 2.19% | ||||||||||
Other loans(a) | 14,630 | 14,577 | 2.50% | 592 | 591 | 3.63% | 15,222 | 15,168 | 2.53% | ||||||||||
Macro hedge and speculative derivatives | – | – | – | 8 | 8 | 0.05% | 8 | 8 | – | ||||||||||
Loans | 29,008 | 28,856 | 4.95% | 3,632 | 3,632 | 22.29% | 32,641 | 32,488 | 5.42% | ||||||||||
Assets backing contracts where the financial risk is borne by policyholders | 176,562 | 176,562 | 30.30% | 176,562 | 176,562 | 29.47% | |||||||||||||
FINANCIAL ASSETS | 587,870 | 582,744 | 100.00% | 16,479 | 16,295 | 100.00% | 604,349 | 599,039 | 100.00% | ||||||||||
Financial investments and loans(b) | 387,726 | 387,574 | 66.51% | 15,139 | 15,139 | 92.91% | 402,866 | 402,713 | 67.23% | ||||||||||
– of which quoted | 298,074 | 298,074 | 51.15% | 9,681 | 9,681 | 59.41% | 307,755 | 307,755 | 51.37% | ||||||||||
– of which unquoted | 89,653 | 89,500 | 15.36% | 5,458 | 5,458 | 33.49% | 95,111 | 94,958 | 15.85% | ||||||||||
Financial assets (excluding those backing contracts where the financial risk is borne by policyholders) | 411,308 | 406,182 | 69.70% | ||||||||||||||||
Life & Savings | 348,961 | 344,364 | 59.09% | ||||||||||||||||
Property & Casualty | 53,598 | 53,068 | 9.11% | ||||||||||||||||
International Insurance | 8,749 | 8,749 | 1.50% |
(a) Mainly includes policy loans.
(b) Excluding investments backing contracts where the financial risk is borne by policyholders.
(c) Use of fair value option.
F-96
The integration of Winterthur increased total investments by€101,321 million, including:
-€5,606 million of investment properties,
-€55,315 million of fixed maturities,
-€7,784 million of equities,
-€924 million of non-controlled investment funds,
-€42 million of other investments held via controlled investment funds,
-€13,358 million of loans, and
-€18,293 million of assets backing contracts where the risk is borne by policyholders.
(in Euro million) | |||||||||||||||||||
December 31, 2005 | |||||||||||||||||||
Insurance | Other activities | Total | |||||||||||||||||
Fair value | Net book value | % (val. Balance sheet) | Fair value | Net book value | % (val. Balance sheet) | Fair value | Net book value | % (val. Balance sheet) | |||||||||||
Investment properties at amortized cost | 11,256 | 7,832 | 1.71% | 357 | 314 | 3.12% | 11,613 | 8,146 | 1.74% | ||||||||||
Investment properties at fair value through profit & loss(c) | 4,979 | 4,979 | 1.08% | – | – | – | 4,979 | 4,979 | 1.06% | ||||||||||
Macro hedge and speculative derivatives | – | – | – | – | – | – | – | – | – | ||||||||||
Investment properties | 16,235 | 12,810 | 2.79% | 357 | 314 | 3.12% | 16,592 | 13,124 | 2.80% | ||||||||||
Fixed maturities held to maturity | – | – | – | – | – | – | – | – | – | ||||||||||
Fixed maturities available for sale | 189,451 | 189,451 | 41.26% | 5,739 | 5,739 | 56.91% | 195,190 | 195,190 | 41.59% | ||||||||||
Fixed maturities at fair value through profit and loss(c) | 43,413 | 43,413 | 9.45% | 737 | 737 | 7.30% | 44,150 | 44,150 | 9.41% | ||||||||||
Fixed maturities held for trading | 142 | 142 | 0.03% | 1,547 | 1,547 | 15.34% | 1,689 | 1,689 | 0.36% | ||||||||||
Non quoted fixed maturities (amortized cost) | 20 | 20 | – | 2 | 2 | 0.02% | 22 | 22 | – | ||||||||||
Fixed maturities | 233,027 | 233,027 | 50.75% | 8,025 | 8,025 | 79.58% | 241,052 | 241,052 | 51.37% | ||||||||||
Equity securities available for sale | 27,680 | 27,680 | 6.03% | 571 | 571 | 5.67% | 28,251 | 28,252 | 6.02% | ||||||||||
Equity securities at fair value through profit and loss(c) | 18,804 | 18,804 | 4.09% | 48 | 48 | 0.48% | 18,852 | 18,852 | 4.02% | ||||||||||
Equity securities held for trading | 101 | 101 | 0.02% | 308 | 308 | 3.06% | 409 | 409 | 0.09% | ||||||||||
Equity securities | 46,585 | 46,585 | 10.14% | 928 | 928 | 9.20% | 47,512 | 47,513 | 10.12% | ||||||||||
Non controlled investment funds available for sale | 3,221 | 3,221 | 0.70% | 201 | 201 | 1.99% | 3,422 | 3,422 | 0.73% | ||||||||||
Non controlled investment funds at fair value through profit and loss(c) | 1,917 | 1,917 | 0.42% | 73 | 73 | 0.73% | 1,990 | 1,990 | 0.42% | ||||||||||
Non controlled investment funds held for trading | 195 | 195 | 0.04% | 22 | 22 | 0.22% | 217 | 217 | 0.05% | ||||||||||
Non controlled investment funds | 5,333 | 5,333 | 1.16% | 296 | 296 | 2.94% | 5,629 | 5,629 | 1.20% | ||||||||||
Other assets held by controlled investment funds designated as at fair value through profit and loss | 1,912 | 1,912 | 0.42% | – | – | – | 1,912 | 1,912 | 0.41% | ||||||||||
Macro hedge and speculative derivatives | (209) | (209) | N/A | 198 | 198 | 1.97% | (11) | (11) | – | ||||||||||
Financial investments | 286,647 | 286,647 | 62.42% | 9,447 | 9,447 | 93.68% | 296,093 | 296,094 | 63.09% | ||||||||||
Loans held to maturity | – | – | – | 1 | 1 | 0.01% | 1 | 1 | – | ||||||||||
Loans available for sale | – | – | – | 23 | 23 | 0.23% | 23 | 23 | – | ||||||||||
Loans designated as at fair value through profit and loss(c) | 125 | 125 | 0.03% | – | – | – | 125 | 125 | 0.03% | ||||||||||
Loans held for trading | – | – | – | 248 | 248 | 2.46% | 248 | 248 | 0.05% | ||||||||||
Mortgage loans | 7,548 | 7,230 | 1.57% | (38) | (38) | N/A | 7,510 | 7,192 | 1.53% | ||||||||||
Other loans(a) | 11,054 | 10,977 | 2.39% | 74 | 74 | 0.74% | 11,129 | 11,051 | 2.35% | ||||||||||
Macro hedge and speculative derivatives | – | – | – | 15 | 15 | 0.15% | 15 | 15 | – | ||||||||||
Loans | 18,728 | 18,332 | 3.99% | 323 | 323 | 3.20% | 19,051 | 18,655 | 3.98% | ||||||||||
Assets backing contracts where the financial risk is borne by policyholders | 141,410 | 141,410 | 30.79% | 141,410 | 141,410 | 30.13% | |||||||||||||
FINANCIAL ASSETS | 463,020 | 459,200 | 100.00% | 10,127 | 10,084 | 100.00% | 473,146 | 469,284 | 100.00% | ||||||||||
Financial investments and loans(b) | 305,375 | 304,980 | 66.42% | 9,770 | 9,770 | 96.88% | 315,144 | 314,749 | 67.07% | ||||||||||
– of which quoted | 244,342 | 244,342 | 53.21% | 8,741 | 8,741 | 86.69% | 253,083 | 253,083 | 53.93% | ||||||||||
– of which unquoted | 61,032 | 60,637 | 13.20% | 1,028 | 1,028 | 10.20% | 62,061 | 61,665 | 13.14% | ||||||||||
Financial assets (excluding those backing contracts where the financial risk is borne by policyholders) | 321,609 | 317,790 | 69.21% | ||||||||||||||||
Life & Savings | 272,271 | 268,885 | 58.56% | ||||||||||||||||
Property & Casualty | 39,892 | 39,458 | 8.59% | ||||||||||||||||
International Insurance | 9,447 | 9,447 | 2.06% |
(a) Mainly includes policy loans.
(b) Excluding investments backing contracts where the financial risk is borne by policyholders.
(c) Use of fair value option.
F-97
(in Euro million) | |||||||||||||||||||
December 31, 2004 | |||||||||||||||||||
Insurance | Other activities | Total | |||||||||||||||||
Fair value | Net book value | % (val. Balance sheet) | Fair value | Net book value | % (val. Balance sheet) | Fair value | Net book value | % (val. Balance sheet) | |||||||||||
Investment properties at amortized cost | 10,293 | 7,683 | 1.95% | 82 | 61 | 0.54% | 10,375 | 7,744 | 2% | ||||||||||
Investment properties at fair value through profit & loss(c) | 4,550 | 4,550 | 1.15% | – | – | – | 4,550 | 4,550 | 1.1% | ||||||||||
Macro hedge and speculative derivatives | – | – | – | – | – | – | – | – | – | ||||||||||
Investment properties | 14,843 | 12,233 | 3.10% | 82 | 61 | 0.54% | 14,925 | 12,294 | 3.0% | ||||||||||
Fixed maturities held to maturity | – | – | – | – | – | – | – | – | – | ||||||||||
Fixed maturities available for sale | 164,650 | 164,650 | 41.76% | 6,577 | 6,577 | 58.02% | 171,227 | 171,227 | 42.2% | ||||||||||
Fixed maturities at fair value through profit and loss(c) | 41,886 | 41,886 | 10.62% | 1,197 | 1,197 | 10.56% | 43,083 | 43,083 | 10.6% | ||||||||||
Fixed maturities held for trading | 4 | 4 | – | 1,620 | 1,620 | 14.29% | 1,624 | 1,624 | 0.4% | ||||||||||
Non quoted fixed maturities (amortized cost) | 26 | 23 | 0.01% | 2 | 2 | 0.02% | 29 | 26 | – | ||||||||||
Fixed maturities | 206,566 | 206,563 | 52.39% | 9,396 | 9,396 | 82.89% | 215,962 | 215,959 | 53.2% | ||||||||||
Equity securities available for sale | 22,249 | 22,249 | 5.64% | 642 | 642 | 5.66% | 22,891 | 22,891 | 5.6% | ||||||||||
Equity securities at fair value through profit and loss(c) | 16,847 | 16,847 | 4.27% | 39 | 39 | 0.34% | 16,886 | 16,886 | 4.2% | ||||||||||
Equity securities held for trading | 258 | 258 | 0.07% | 96 | 96 | 0.85% | 354 | 354 | 0.1% | ||||||||||
Equity securities | 39,354 | 39,354 | 9.98% | 777 | 777 | 6.85% | 40,131 | 40,131 | 9.9% | ||||||||||
Non controlled investment funds available for sale | 2,920 | 2,920 | 0.74% | 65 | 65 | 0.58% | 2,985 | 2,985 | 0.7% | ||||||||||
Non controlled investment funds at fair value through profit and loss(c) | 2,093 | 2,093 | 0.53% | 45 | 45 | 0.40% | 2,138 | 2,138 | 0.5% | ||||||||||
Non controlled investment funds held for trading | 232 | 232 | 0.06% | – | – | – | 232 | 232 | 0.1% | ||||||||||
Non controlled investment funds | 5,245 | 5,245 | 1.33% | 110 | 110 | 0.97% | 5,355 | 5,355 | 1.3% | ||||||||||
Other assets held by controlled investment funds designated as at fair value through profit and loss | 596 | 596 | 0.15% | – | – | – | 596 | 596 | 0.1% | ||||||||||
Macro hedge and speculative derivatives | (242) | (242) | N/A | 536 | 536 | 4.73% | 294 | 294 | 0.1% | ||||||||||
Financial investments | 251,519 | 251,516 | 63.80% | 10,820 | 10,820 | 95.44% | 262,339 | 262,336 | 64.7% | ||||||||||
Loans held to maturity | 2 | 2 | – | – | – | – | 2 | 2 | – | ||||||||||
Loans available for sale | – | – | – | 23 | 23 | 0.20% | 23 | 23 | – | ||||||||||
Loans designated as at fair value through profit and loss(c) | 377 | 377 | 0.10% | – | – | – | 377 | 377 | 0.1% | ||||||||||
Loans held for trading | – | – | – | 258 | 258 | 2.28% | 258 | 258 | 0.1% | ||||||||||
Mortgage loans | 7,452 | 7,044 | 1.79% | 21 | 21 | 0.18% | 7,472 | 7,065 | 1.7% | ||||||||||
Other loans(a) | 10,798 | 10,690 | 2.71% | 84 | 78 | 0.69% | 10,882 | 10,768 | 2.7% | ||||||||||
Macro hedge and speculative derivatives | – | – | – | 76 | 76 | 0.67% | 76 | 76 | – | ||||||||||
Loans | 18,629 | 18,114 | 4.59% | 462 | 456 | 4.02% | 19,091 | 18,569 | 4.58% | ||||||||||
Assets backing contracts where the financial risk is borne by policyholders | 112,387 | 112,387 | 28.51% | 112,387 | 112,387 | 27.7% | |||||||||||||
FINANCIAL ASSETS | 397,379 | 394,250 | 100.00% | 11,364 | 11,336 | 100.00% | 408,743 | 405,586 | 100.00% | ||||||||||
Financial investments and loans(b) | 270,148 | 269,630 | 68.39% | 11,282 | 11,275 | 99.46% | 281,430 | 280,905 | 69.3% | ||||||||||
– of which quoted | 216,715 | 216,710 | 54.97% | 10,436 | 10,436 | 92.06% | 227,151 | 227,146 | 56.00% | ||||||||||
– of which unquoted | 53,432 | 52,919 | 13.42% | 846 | 840 | 7.41% | 54,278 | 53,759 | 13.25% | ||||||||||
Financial assets (excluding those backing contracts where the financial risk is borne by policyholders) | 284,992 | 281,863 | 71.49% | ||||||||||||||||
Life & Savings | 243,464 | 240,741 | 61.06% | ||||||||||||||||
Property & Casualty | 34,231 | 33,825 | 8.58% | ||||||||||||||||
International Insurance | 7,297 | 7,297 | 1.85% |
(a) Mainly includes policy loans.
(b) Excluding investments backing contracts where the financial risk is borne by policyholders.
(c) Use of fair value option.
F-98
9.2. Investment properties
Investment properties include buildings owned directly and through consolidated real estate companies. Investment
properties stated at fair value on the balance sheet mainly consist of assets backing With-Profit contracts. They also
include the unallocated portion of real estate companies, part of which is used to back unit-linked contracts in which
the financial risk is borne by policyholders.
Breakdown of the carrying value and fair value of investment properties at amortized cost, excluding the impact of all
derivatives:
(in Euro million) | ||||||||||||||||||||||||||||||
December 31, 2006 | December 31,2005 | December 31, 2004 | ||||||||||||||||||||||||||||
Gross value (gross ofimpair ment andamortization) | Impair ment | Accumu lated impair ment | Carrying value | Fair value | Gross value (gross ofimpair ment andamortization) | Impair ment | Accumu lated impair ment | Carrying value | Fair value | Gross value (gross ofimpair ment andamortization) | Impair ment | Accumu lated impair ment | Carrying value | Fair value | ||||||||||||||||
Investment properties at amortized cost | ||||||||||||||||||||||||||||||
Insurance | 14,913 | (1,473) | (197) | 13,243 | 18,218 | 9,650 | (1,474) | (345) | 7,832 | 11,256 | 9,243 | (1,325) | (236) | 7,683 | 10,293 | |||||||||||||||
Others | 565 | (17) | – | 548 | 731 | 319 | (5) | – | 314 | 357 | 78 | – | (17) | 61 | 82 | |||||||||||||||
All activities | 15,478 | (1,490) | (197) | 13,791 | 18,949 | 9,970 | (1,479) | (345) | 8,146 | 11,613 | 9,321 | (1,324) | (253) | 7,744 | 10,375 |
The integration of Winterthur increased the amount of investment properties by€5,606 million, i.e.€5,580 million at
amortized cost and€26 million at fair value.€5,489 million of this increase relates to the insurance business, while
€116 million relates to other activities.
Change in impairment and amortization of investment properties at amortized cost (all activities):
Impairment – Investment properties | Amortization – Investment properties | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
January 1 | 345 | 253 | 325 | 1,479 | 1,324 | 1,274 | |||||||
Increase for the period | 19 | 88 | 121 | 219 | 222 | 123 | |||||||
Write back following sale or reimbursement | (83) | (88) | (54) | (158) | (91) | (78) | |||||||
Write back following recovery in value | (57) | (68) | (138) | ||||||||||
Others(a) | (28) | (*)160 | (1) | (50) | 24 | 5 | |||||||
December 31 | 197 | 345 | 253 | 1,490 | 1,479 | 1,324 |
(a) Mainly includes changes in scope of consolidation and the effect of changes in exchange rates.
(*) Of which€100 million relating to investment properties at amortized cost presented net of impairment in 2004.
F-99
9.3. Unrealized gains and losses on financial investments
Excluding the effect of all derivatives, unrealized capital gains and losses on financial investments not already reflected
in income break down as follows:
INSURANCE | December 31, 2006 | ||||||||||||
Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | |||||||||
Fixed maturities available for sale | 234,964 | 241,652 | 241,652 | 8,158 | 1,470 | ||||||||
Non quoted fixed maturities (amortized cost) | 10 | 10 | 10 | – | – | ||||||||
Equity securities available for sale | 25,354 | 35,761 | 35,761 | 10,551 | 144 | ||||||||
Non consolidated investment funds available for sale | 4,188 | 4,593 | 4,593 | 428 | 24 |
(a) Net of impairment – including premiums/discounts and cumulative amortization.
(b) Net of impairment (details in note 9.8).
OTHER ACTIVITIES | December 31, 2006 | ||||||||||
Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | |||||||
Fixed maturities available for sale | 5,697 | 5,645 | 5,645 | 5 | 57 | ||||||
Non quoted fixed maturities (amortized cost) | 1 | 1 | 1 | – | – | ||||||
Equity securities available for sale | 2,450 | 2,744 | 2,744 | 295 | – | ||||||
Non consolidated investment funds available for sale | 225 | 226 | 226 | 1 | – |
(a) Net of impairment – including premiums/discounts and cumulative amortization.
(b) Net of impairment (details in note 9.8).
TOTAL | December 31, 2006 | ||||||||||||
Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | |||||||||
Fixed maturities available for sale | 240,661 | 247,297 | 247,297 | 8,163 | 1,527 | ||||||||
Non quoted fixed maturities (amortized cost) | 11 | 11 | 11 | – | – | ||||||||
Equity securities available for sale | 27,804 | 38,505 | 38,505 | 10,846 | 144 | ||||||||
Non consolidated investment funds available for sale | 4,414 | 4,819 | 4,819 | 429 | 24 |
(a) Net of impairment – including premiums/discounts and cumulative amortization.
(b) Net of impairment (details in note 9.8).
See also table 9.8.1 Breakdown of financial assets subject to impairment.
F-100
(in Euro million) | |||||||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||||||
Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | ||||||||||
175,729 | 189,382 | 189,382 | 14,554 | 901 | 152,376 | 164,184 | 164,184 | 12,165 | 358 | ||||||||||
20 | 20 | 20 | – | – | 23 | 26 | 23 | 3 | – | ||||||||||
19,715 | 27,857 | 27,858 | 8,229 | 86 | 17,886 | 22,221 | 22,221 | 4,523 | 189 | ||||||||||
2,702 | 3,132 | 3,132 | 438 | 8 | 2,640 | 2,921 | 2,921 | 288 | 7 |
(in Euro million) | |||||||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||||||
Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | ||||||||||
5,724 | 5,740 | 5,740 | 26 | 10 | 6,525 | 6,577 | 6,577 | 52 | 1 | ||||||||||
2 | 2 | 2 | – | – | 2 | 2 | 2 | – | – | ||||||||||
405 | 571 | 571 | 167 | – | 553 | 642 | 642 | 90 | 1 | ||||||||||
199 | 201 | 201 | 2 | – | 62 | 65 | 65 | 3 | – |
(in Euro million) | |||||||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||||||
Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | Amortizedcost(a) | Fair value | Net book value(b) | Unrealized gains | Unrealized losses | ||||||||||
181,453 | 195,123 | 195,123 | 14,580 | 910 | 158,901 | 170,761 | 170,761 | 12,218 | 358 | ||||||||||
22 | 22 | 22 | – | – | 26 | 29 | 26 | 3 | – | ||||||||||
20,120 | 28,428 | 28,429 | 8,396 | 87 | 18,439 | 22,863 | 22,863 | 4,613 | 189 | ||||||||||
2,901 | 3,333 | 3,333 | 440 | 8 | 2,703 | 2,986 | 2,986 | 291 | 7 |
F-101
9.4. Fixed maturities by type of issuer
The table below sets out the bond portfolio by issuer type, excluding macro hedging derivatives and other derivatives
but including the effect of hedging derivatives (IAS 39) and economic hedging derivatives that do not form part of a
hedge relationship under IAS 39. Details of the effect of derivatives are provided in section 19.3.
(in Euro million) | ||||||||||
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | ||||||||
Fixed maturities of the French State | 28,261 | 29,749 | 31,897 | |||||||
Fixed maturities of Foreign States | 101,929 | 81,364 | 61,849 | |||||||
Fixed maturities of French or Foreign local administration | 7,422 | 2,237 | 7,504 | |||||||
Fixed maturities of the public and semi-public sectors | 45,637 | 36,830 | 29,347 | |||||||
Fixed maturities of the private sector | 101,246 | 77,229 | 67,704 | |||||||
Fixed maturities guaranteed by a mortgage | 11,329 | 7,779 | 12,636 | |||||||
Fixed maturities from other issuers(a) | 2,434 | 5,829 | 4,654 | |||||||
Hedging derivatives and other derivatives | (274) | 36 | 367 | |||||||
FIXED MATURITIES | 297,984 | 241,052 | 215,959 |
(a) Includes fixed maturity funds.
The integration of Winterthur increased the total amount of bonds on the balance sheet by€55,315 million. The
increase related mostly to bonds issued by foreign governments (€12,594 million), by French and foreign local
administrations (€5,136 million), by public and semi-public entities (€10,104 million), by private-sector entities (€22,673
million) and mortgage-backed bonds (€4,130 million).
Additional information on the credit risk associated with bonds is provided in note 4 “Management of financial and
insurance risks”.
F-102
9.5. Contractual maturities and exposure to interest
rate risk
The tables below set out the contractual maturities of fixed-income assets held by the Group. Effective maturities may
differ from those presented, mainly because some assets include clauses allowing early redemption, with or without
penalty.
Excluded are loans and bonds held to maturity, unlisted bonds, the effect of derivatives (detailed in section 19.3) and
loans and bonds backing contracts in which financial risk is borne by policyholders.
(in Euro billion) | |||||||||
Net carrying amount by maturity as at December 31, 2006 | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | Total net carrying value | ||||||
Fixed maturities available for sale | 12 | 58 | 169 | 239 | |||||
Fixed maturities at fair value through profit and loss(a) | 2 | 6 | 16 | 24 | |||||
Fixed maturities held by controlled investment funds(b) | 16 | 1 | 5 | 22 | |||||
Sub-total fixed maturities | 30 | 65 | 190 | 285 | |||||
Loans at amortized cost | 3 | 7 | 14 | 24 | |||||
Loans available for sale | – | – | 1 | 1 | |||||
Loans at fair value through profit and loss(a) | – | – | – | – | |||||
Sub-total loans | 3 | 7 | 15 | 25 | |||||
TOTAL – Invested financial assets exposed to fair value interest rate risk | 33 | 72 | 204 | 309 | |||||
Fixed maturities available for sale | – | 1 | 7 | 9 | |||||
Fixed maturities at fair value through profit and loss(a) | – | 1 | 1 | 1 | |||||
Fixed maturities held by controlled investment funds(b) | – | 3 | – | 4 | |||||
Sub-total fixed maturities | – | 5 | 8 | 14 | |||||
Loans at amortized cost | 1 | 1 | 2 | 3 | |||||
Loans available for sale | – | – | – | – | |||||
Loans designated at fair value though profit and loss(a) | – | – | 3 | 3 | |||||
Sub-total loans | 1 | 1 | 5 | 7 | |||||
TOTAL – Invested financial assets exposed to cash flow interest rate risk | 2 | 6 | 13 | 21 | |||||
Total invested financial assets exposed to interest rate risk | 35 | 77 | 218 | 330 | |||||
(a) Corresponds to financial assets held for trading purposes and financial assets recognized atfair value through profit and loss. (b) Recognized at fair value through profit and loss. |
F-103
(in Euro billion) | |||||||||
Net carrying amount by maturity as at December 31, 2005 | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | Total net carrying value | ||||||
Fixed maturities available for sale | 11 | 42 | 133 | 185 | |||||
Fixed maturities at fair value through profit and loss(a) | 3 | 15 | 8 | 26 | |||||
Fixed maturities held by controlled investment funds(b) | – | 16 | 3 | 19 | |||||
Sub-total fixed maturities | 14 | 74 | 143 | 230 | |||||
Loans at amortized cost | 1 | 4 | 11 | 15 | |||||
Loans available for sale | – | – | – | – | |||||
Loans at fair value through profit and loss(a) | – | – | – | – | |||||
Sub-total loans | 1 | 4 | 11 | 15 | |||||
TOTAL – Invested financial assets exposed to fair value interest rate risk | 14 | 77 | 154 | 245 | |||||
Fixed maturities available for sale | – | 2 | 8 | 10 | |||||
Fixed maturities at fair value through profit and loss(a) | – | – | 1 | 1 | |||||
Fixed maturities held by controlled investment funds(b) | – | – | – | – | |||||
Sub-total fixed maturities | – | 2 | 8 | 11 | |||||
Loans at amortized cost | – | – | 2 | 3 | |||||
Loans available for sale | – | – | – | – | |||||
Loans designated at fair value through profit and loss(a) | – | – | – | – | |||||
Sub-total loans | – | – | 2 | 3 | |||||
TOTAL – Invested financial assets exposed to cash flow interest rate risk | 1 | 3 | 10 | 13 | |||||
Total invested financial assets exposed to interest rate risk | 15 | 80 | 164 | 259 | |||||
(a) Corresponds to financial assets held for trading purposes and financial assets recognized atfair value through profit and loss. (b) Recognized at fair value through profit and loss. |
F-104
(in Euro billion) | |||||||||
Net carrying amount by maturity as at December 31, 2004 | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | Total net carrying value | ||||||
Fixed maturities available for sale | 9 | 41 | 111 | 162 | |||||
Fixed maturities at fair value through profit and loss(a) | 2 | 7 | 15 | 25 | |||||
Fixed maturities held by controlled investment funds(b) | – | 13 | 6 | 19 | |||||
Sub-total fixed maturities | 11 | 62 | 133 | 206 | |||||
Loans at amortized cost | 1 | 4 | 10 | 15 | |||||
Loans available for sale | – | – | – | – | |||||
Loans at fair value through profit and loss(a) | – | – | – | – | |||||
Sub-total loans | 1 | 4 | 10 | 15 | |||||
TOTAL – Invested financial assets exposed to fair value interest rate risk | 13 | 65 | 143 | 221 | |||||
Fixed maturities available for sale | – | 3 | 6 | 9 | |||||
Fixed maturities at fair value through profit and loss(a) | – | – | 1 | 1 | |||||
Fixed maturities held by controlled investment funds(b) | – | – | – | – | |||||
Sub-total fixed maturities | – | 3 | 7 | 10 | |||||
Loans at amortized cost | – | – | 1 | 2 | |||||
Loans available for sale | – | – | – | – | |||||
Loans designated at fair value through profit and loss(a) | – | – | – | 1 | |||||
Sub-total loans | 1 | 1 | 2 | 3 | |||||
TOTAL – Invested financial assets exposed to cash flow interest rate risk | 1 | 3 | 8 | 13 | |||||
Total invested financial assets exposed to interest rate risk | 13 | 69 | 151 | 233 | |||||
(a) Corresponds to financial assets held for trading purposes and financial assets recognized atfair value through profit and loss. (b) Recognized at fair value through profit and loss. |
F-105
9.6. Exposure to price risk
After excluding the effect of derivatives (detailed in section 19.3) and securities in real estate companies, the breakdown
by industry sector of equities owned across the whole Group is as follows:
Finance | Services | Energy | |||||
Equity securities available for sale | 16,040 | 4,020 | 3,942 | ||||
Equity securities at fair value through profit and loss | 4,224 | 2,735 | 282 | ||||
Sub-total: Equity securities held directly | 20,264 | 6,755 | 4,224 | ||||
Equity securities held by controlled investment funds(a) | 2,324 | 385 | 347 | ||||
Total Equity securities as at December 31, 2006 | 22,588 | 7,140 | 4,571 |
(a) Recognized at fair value through profit and loss.
Finance | Services | Energy | |||||
Equity securities available for sale | 10,034 | 3,055 | 3,214 | ||||
Equity securities at fair value through profit and loss | 3,383 | 3,530 | 144 | ||||
Sub-total: Equity securities held directly | 13,417 | 6,585 | 3,359 | ||||
Equity securities held by controlled investment funds(a) | 3,871 | 691 | 352 | ||||
Total Equity securities as at December 31, 2005 | 17,288 | 7,276 | 3,710 |
(a) Recognized at fair value through profit and loss.
Finance | Services | Energy | |||||
Equity securities available for sale | 8,092 | 2,375 | 2,211 | ||||
Equity securities at fair value through profit and loss | 2,892 | 3,544 | 139 | ||||
Sub-total: Equity securities held directly | 10,983 | 5,919 | 2,350 | ||||
Equity securities held by controlled investment funds(a) | 2,631 | 709 | 271 | ||||
Total Equity securities as at December 31, 2004 | 13,615 | 6,628 | 2,621 |
(a) Recognized at fair value through profit and loss.
The integration of Winterthur increased the total amount of equities by€7,801 million, including€5,813 million available
for sale,€1,188 million at fair value and€800 million held by controlled investment funds.
F-106
(in Euro million) | |||||||||||||||||||
Communications | Industrial | Consumer goods | Raw Material | Technology | Other | TOTAL | |||||||||||||
1,447 | 4,355 | 2,911 | 1,971 | 1,860 | 1,960 | 38,505 | |||||||||||||
854 | 1,642 | 1,544 | 876 | 300 | 751 | 13,208 | |||||||||||||
2,300 | 5,997 | 4,455 | 2,847 | 2,160 | 2,711 | 51,713 | |||||||||||||
97 | 858 | 653 | 393 | 513 | 3,894 | 9,465 | |||||||||||||
2,398 | 6,856 | 5,108 | 3,240 | 2,672 | 6,605 | 61,178 |
(in Euro million) | |||||||||||||||||||
Communications | Industrial | Consumer goods | Raw Material | Technology | Other | TOTAL | |||||||||||||
1,117 | 3,853 | 1,892 | 1,553 | 1,316 | 2,394 | 28,429 | |||||||||||||
51 | 511 | 460 | 606 | 226 | 1,986 | 10,897 | |||||||||||||
1,168 | 4,364 | 2,352 | 2,159 | 1,542 | 4,380 | 39,326 | |||||||||||||
181 | 376 | 53 | 399 | 315 | 2,126 | 8,364 | |||||||||||||
1,349 | 4,740 | 2,405 | 2,559 | 1,857 | 6,506 | 47,690 |
(in Euro million) | |||||||||||||||||||
Communications | Industrial | Consumer goods | Raw Material | Technology | Other | TOTAL | |||||||||||||
1,433 | 3,316 | 1,356 | 937 | 1,040 | 2,063 | 22,823 | |||||||||||||
78 | 415 | 451 | 597 | 146 | 1,858 | 10,120 | |||||||||||||
1,511 | 3,731 | 1,807 | 1,535 | 1,186 | 3,921 | 32,943 | |||||||||||||
233 | 333 | 64 | 256 | 224 | 2,412 | 7,134 | |||||||||||||
1,745 | 4,064 | 1,871 | 1,791 | 1,410 | 6,333 | 40,077 |
F-107
9.7. Non controlled investment funds
Non controlled investment funds broke down as follows:
NON CONTROLLED INVESTMENT FUNDS | December 31, 2006 | ||||||||||||
Insurance | Other activities | Total | |||||||||||
Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | ||||||||
Non controlled investment funds available for sale mainly holding equity securities | 1,432 | 1,215 | 18 | 18 | 1,450 | 1,233 | |||||||
Non controlled investment funds at fair value through profit and loss mainly holding equity securities | 628 | 155 | 782 | ||||||||||
Non controlled investment funds trading mainly holding equity securities | 80 | 33 | 113 | ||||||||||
Non controlled investment funds mainly holding equity securities | 2,140 | 205 | 2,345 | ||||||||||
Non controlled investment funds available for sale mainly holding fixed maturities | 1,480 | 1,438 | – | – | 1,480 | 1,438 | |||||||
Non controlled investment funds mainly as at fair value through profit and loss mainly holding fixed maturities | 46 | – | 46 | ||||||||||
Non controlled investment funds trading mainly holding fixed maturities | – | – | – | ||||||||||
Non controlled investment funds mainly holding fixed maturities | 1,527 | – | 1,527 | ||||||||||
Other non controlled investment funds available for sale | 1,680 | 1,535 | 208 | 208 | 1,888 | 1,743 | |||||||
Other non controlled investment funds at fair value through profit and loss | 353 | – | 353 | ||||||||||
Other non controlled investment funds held for trading | – | – | – | ||||||||||
Other non controlled investment funds | 2,033 | 208 | 2,241 | ||||||||||
Non controlled investment funds – Equity method | 1,294 | – | 1,294 | ||||||||||
Derivatives (hedge accounting) and other derivatives | 4 | 9 | – | – | 4 | 9 | |||||||
TOTAL | 6,998 | 414 | 7,411 |
(a) Amounts are presented excluding macro hedging and other derivatives but including the effect of hedging derivatives (IAS 39) and economic hedging
derivatives that do not form part of a hedge relationship within the meaning of IAS 39.
Winterthur’s contribution to the increase in non controlled investment funds was€924 million at fair value and
€859 million at amortized cost.
F-108
(in Euro million) | |||||||||||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||||||||||
Insurance | Other activities | Total | Insurance | Other activities | Total | ||||||||||||||||||
Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | Fair value(a) | Amortized cost | ||||||||||||
1,045 | 847 | 3 | 1 | 1,048 | 848 | 780 | 704 | 4 | 3 | 784 | 707 | ||||||||||||
699 | 73 | 772 | 539 | – | 539 | ||||||||||||||||||
– | 22 | 22 | – | – | – | ||||||||||||||||||
1,743 | 98 | 1,841 | 1,319 | 4 | 1,323 | ||||||||||||||||||
859 | 818 | – | 859 | 818 | 1,442 | 1,351 | 39 | 38 | 1,481 | 1,389 | |||||||||||||
8 | – | 8 | 90 | – | 90 | ||||||||||||||||||
195 | – | 195 | 199 | – | 199 | ||||||||||||||||||
1,062 | – | 1,063 | 1,731 | 39 | 1,770 | ||||||||||||||||||
1,228 | 1,037 | 198 | 198 | 1,426 | 1,235 | 699 | 586 | 22 | 21 | 721 | 607 | ||||||||||||
129 | – | 129 | 27 | 45 | 72 | ||||||||||||||||||
– | – | – | – | – | – | ||||||||||||||||||
1,357 | 198 | 1,555 | 726 | 67 | 793 | ||||||||||||||||||
1,081 | – | 1,081 | 1,437 | 1,437 | |||||||||||||||||||
89 | (2) | – | 89 | (2) | 32 | – | 32 | ||||||||||||||||
5,333 | 296 | 5,629 | 5,245 | 110 | 5,355 |
F-109
9.8. Financial assets subject to impairment
9.8.1. Breakdown of financial assets subject to impairment
(excluding investment properties)
Each investment item is presented net of the effect of hedging derivatives (IAS 39) and economic hedging derivatives
that do not form part of a hedge relationship under IAS 39 (excluding macro hedging derivatives and other derivatives).
Details of the effect of derivatives are provided in section 19.3.
December 31, 2006 | |||||||||||||
Cost before impairment and revaluation to fair value(a) | Impairment | Cost after impairment but before revaluation to fair value(b) | Revaluation to fair value | Net book value (Carrying value) | |||||||||
Fixed maturities available for sale | 240,998 | (138) | 240,860 | 6,043 | 246,903 | ||||||||
Non quoted fixed maturities (amortized cost) | 11 | – | 11 | – | 11 | ||||||||
Fixed maturities | 241,009 | (138) | 240,871 | 6,043 | 246,915 | ||||||||
Equity securities | 30,393 | (2,504) | 27,890 | 10,447 | 38,337 | ||||||||
Non controlled investment funds available for sale | 4,497 | (77) | 4,420 | 405 | 4,825 | ||||||||
Loans held to maturity | – | – | – | – | – | ||||||||
Loans available for sale | 845 | – | 845 | 5 | 850 | ||||||||
Mortgage loans | 13,113 | (24) | 13,090 | – | 13,090 | ||||||||
Other loans(c) | 15,246 | (75) | 15,171 | (3) | 15,168 | ||||||||
Loans | 29,204 | (99) | 29,105 | 2 | 29,108 | ||||||||
TOTAL | 305,103 | (2,817) | 302,286 | 16,898 | 319,184 |
(a) Asset value including impact of discounts/premiums and interest accrued but not yet due, but before impairment and revaluation to fair value of assets
available for sale.
(b) Asset value including impairment, discounts/premiums, interest accrued but not yet due, but before revaluation to fair value of assets available for sale.
(c) Including policy loans.
F-110
(in Euro million) | |||||||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||||||
Cost before impairment and revaluation to fair value(a) | Impairment | Cost after impairment but before revaluation to fair value(b) | Revaluation to fair value | Net book value (Carrying value) | Cost before impairment and revaluation to fair value(a) | Impairment | Cost after impairment but before revaluation to fair value(b) | Revaluation to fair value | Net book value (Carrying value) | ||||||||||
181,085 | (126) | 180,959 | 14,231 | 195,190 | 159,440 | (362) | 159,077 | 12,149 | 171,227 | ||||||||||
23 | – | 22 | – | 22 | 26 | – | 26 | – | 26 | ||||||||||
181,108 | (126) | 180,982 | 14,231 | 195,213 | 159,466 | (363) | 159,103 | 12,149 | 171,252 | ||||||||||
23,357 | (3,210) | 20,147 | 8,105 | 28,252 | 22,405 | (3,939) | 18,466 | 4,425 | 22,891 | ||||||||||
3,017 | (118) | 2,899 | 522 | 3,422 | 2,869 | (166) | 2,703 | 283 | 2,985 | ||||||||||
1 | – | 1 | – | 1 | 2 | – | 2 | – | 2 | ||||||||||
23 | – | 23 | – | 23 | 23 | – | 23 | – | 23 | ||||||||||
7,260 | (26) | 7,235 | (43) | 7,192 | 7,093 | (28) | 7,065 | – | 7,065 | ||||||||||
11,126 | (79) | 11,047 | 4 | 11,051 | 11,071 | (304) | 10,768 | – | 10,768 | ||||||||||
18,411 | (105) | 18,306 | (39) | 18,267 | 18,190 | (332) | 17,858 | – | 17,858 | ||||||||||
225,892 | (3,558) | 222,334 | 22,819 | 245,153 | 202,929 | (4,800) | 198,129 | 16,858 | 214,986 |
F-111
9.8.2. Change in impairment on invested assets (excluding investment properties)
(in Euro million) | |||||||||||||
January 1, 2006 | Increase for the period | Write back following sale or reimbursement | Write back following recoveryin value | Other(a) | December 31, 2006 | ||||||||
Impairment – fixed maturities | 126 | 79 | (39) | (1) | (28) | 138 | |||||||
Impairment – equity securities | 3,210 | 145 | (720) | (130) | 2,504 | ||||||||
Impairment – non controlled investment funds | 118 | 5 | (42) | (3) | 77 | ||||||||
Impairment – loans | 105 | 26 | (11) | (21) | – | 99 | |||||||
TOTAL | 3,558 | 255 | (812) | (22) | (161) | 2,817 |
(a) Changes in the scope of consolidation and impact of changes in exchange rates.
(in Euro million) | |||||||||||||
January 1, 2005 | Increase for the period | Write back following sale or reimbursement | Write back following recoveryin value | Other(a) | December 31, 2005 | ||||||||
Impairment – fixed maturities | 363 | 26 | (171) | (3) | (88) | 126 | |||||||
Impairment – equity securities | 3,939 | 137 | (937) | 71 | 3,210 | ||||||||
Impairment – non controlled investment funds | 166 | 10 | (66) | 8 | 118 | ||||||||
Impairment – loans | 332 | 37 | (25) | (15) | (224) | 105 | |||||||
TOTAL | 4,800 | 209 | (1,200) | (18) | (233) | 3,558 |
(a) Changes in the scope of consolidation and impact of changes in exchange rates.
(in Euro million) | |||||||||||||
January 1, 2004 | Increase for the period | Write back following sale or reimbursement | Write back following recoveryin value | Other(a) | December 31, 2004 | ||||||||
Impairment – fixed maturities | 531 | 46 | (203) | (14) | 3 | 363 | |||||||
Impairment – equity securities | 5,493 | 286 | (1,878) | 37 | 3,939 | ||||||||
Impairment – non controlled investment funds | 280 | 13 | (122) | (4) | 166 | ||||||||
Impairment – loans | 138 | 36 | (66) | (5) | 230 | 332 | |||||||
TOTAL | 6,442 | 381 | (2,268) | (19) | 265 | 4,800 |
(a) Changes in the scope of consolidation and impact of changes in exchange rates.
F-112
9.9. Financial assets recognized at fair value
excluding derivatives
Amounts presented exclude the impact of all derivatives (set out in note 19.3) and equity-accounted investment funds.
Equity-accounted investment funds represented assets of€1,294 million at December 31, 2006 (€1,081 million at
December 31, 2005 and€1,437 million at December 31, 2004). The breakdown by valuation method of financial assets
recognized at fair value is as follows:
(in Euro million) | |||||||||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||||||||
Fair value determined directly by reference to anactive market | Fair value estimated using technical valuation | TOTAL | Fair value determined directly by reference to anactive market | Fair value estimated using technical valuation | TOTAL | Fair value determined directly by reference to anactive market | Fair value estimated using technical valuation | TOTAL | |||||||||||
Fixed maturities | 208,638 | 38,659 | 247,297 | 170,873 | 24,250 | 195,123 | 147,720 | 23,041 | 170,761 | ||||||||||
Equity securities | 34,961 | 3,544 | 38,505 | 26,770 | 1,658 | 28,428 | 20,852 | 2,010 | 22,862 | ||||||||||
Non controlled investment funds | 3,662 | 1,157 | 4,819 | 3,065 | 267 | 3,333 | 2,754 | 233 | 2,986 | ||||||||||
Loans | 792 | 53 | 845 | – | 23 | 23 | – | 23 | 23 | ||||||||||
Financial assets available for sale | 248,053 | 43,413 | 291,467 | 200,709 | 26,198 | 226,907 | 171,325 | 25,308 | 196,632 | ||||||||||
Investment properties | 4,800 | 1,172 | 5,972 | 3,871 | 1,108 | 4,979 | 3,465 | 1,085 | 4,550 | ||||||||||
Fixed maturities | 45,248 | 4,458 | 49,706 | 39,527 | 4,655 | 44,182 | 41,051 | 2,180 | 43,231 | ||||||||||
Equity securities | 18,461 | 3,737 | 22,198 | 16,308 | 2,545 | 18,852 | 14,459 | 2,398 | 16,857 | ||||||||||
Non controlled investment funds | 315 | 866 | 1,182 | 288 | 621 | 909 | 211 | 490 | 701 | ||||||||||
Other assets held by controlled investment funds designated as at fair value through profit and loss | 1,738 | 1,407 | 3,145 | 647 | 1,264 | 1,910 | 596 | – | 596 | ||||||||||
Loans | 82 | 3,111 | 3,194 | 125 | – | 125 | 374 | – | 374 | ||||||||||
Assets backing contracts where the financial risk is borne by policyholders | 174,325 | 2,154 | 176,479 | 140,106 | 1,291 | 141,397 | 111,452 | 928 | 112,380 | ||||||||||
Financial assets at fair value through profit and loss | 244,970 | 16,905 | 261,875 | 200,871 | 11,484 | 212,355 | 171,609 | 7,081 | 178,690 | ||||||||||
Fixed maturities | 582 | 662 | 1,244 | 727 | 962 | 1,689 | 1,571 | 4 | 1,575 | ||||||||||
Equity securities | 474 | – | 474 | 407 | 2 | 409 | 354 | – | 354 | ||||||||||
Non controlled investment funds | 109 | 4 | 113 | 217 | – | 217 | 199 | – | 199 | ||||||||||
Loans | 227 | – | 227 | 248 | – | 248 | 258 | – | 258 | ||||||||||
Assets held for trading | 1,392 | 666 | 2,057 | 1,600 | 963 | 2,563 | 2,382 | 4 | 2,386 | ||||||||||
TOTAL FINANCIAL ASSETSACCOUNTED FOR AT FAIR VALUE | 494,415 | 60,984 | 555,399 | 402,533 | 37,381 | 439,914 | 345,316 | 32,393 | 377,709 |
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9.10. Investments backing contracts where
the financial risk is borne by policyholders
(in Euro million)
Fair value(a) | ||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
Investment properties | 3,957 | 3,127 | 2,011 | |||||||
Equity securities & non controlled investment funds | 148,286 | 114,636 | 90,146 | |||||||
Fixed maturities | 14,368 | 16,390 | 14,945 | |||||||
Others | 9,951 | 7,257 | 5,285 | |||||||
Total Insurance activities | 176,562 | 141,410 | 112,387 |
(a) Fair value equals net carrying value.
These investments (including investment properties) are measured at fair value through profit and loss. Financial assets
included in these investments are stated at fair value through profit and loss under the fair value option.
The “Other investments” item includes:
- €7,959 million of directly held cash and equivalents.
- €1,416 million of cash and equivalents held by controlled investment funds in the “Satellite Investment Portfolio”
(defined in section 1.7.2 of note 1).
- €410 million of loans and€83 million of derivatives.
€18,293 million of the increase in investments was attributable to Winterthur, including€78 million with respect to
investment properties,€1,971 with respect to bonds,€15,187 million with respect to equities and non-controlled
investment funds and€1,056 million with respect to other investments.
As described in note 4 (Financial and insurance risk management), the financial risk associated with these contracts
is borne by policyholders, except in certain contracts that offer income guarantees.
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Note 10:
Investments in associates (equity method)
10.1. Change in investments in associates
(in Euro million) | |||||||||||||||||||
2006 | |||||||||||||||||||
January 1 | Acquisitions & disposals | Contribution to net income | Currencytranslationimpact | Other changes(a) | December 31 | ||||||||||||||
AXA Affin General Insurance Berhad | – | – | 18 | – | 11 | 29 | |||||||||||||
Pt AXA Mandiri Financial Services | – | – | 2 | – | 3 | 6 | |||||||||||||
Argovie | 26 | – | 2 | – | (1) | 27 | |||||||||||||
Banque de marchés et d’arbitrage | 11 | – | – | – | (4) | 7 | |||||||||||||
CFP – Crédit | 34 | – | – | – | (34) | – | |||||||||||||
AXA Insurance Investment Holding | 41 | – | – | – | (41) | – | |||||||||||||
AXA Asia Pacific Holdings associates | 26 | (14) | 8 | – | (6) | 14 | |||||||||||||
Parfimmo | 24 | – | – | – | (24) | – | |||||||||||||
Axa Versicherung | 24 | – | 4 | – | (2) | 25 | |||||||||||||
Winterthur Life (Hong Kong) Ltd | – | 1 | – | – | – | 1 | |||||||||||||
Krungthai AXA Life Insurance Company Ltd | – | – | (4) | 1 | 16 | 13 | |||||||||||||
Philippine AXA Life Insurance Corporation | – | – | 3 | (2) | 10 | 11 | |||||||||||||
Other | 23 | – | (1) | – | (12) | 11 | |||||||||||||
TOTAL | 208 | (14) | 34 | (1) | (83) | 144 |
(a) Includes dividend distributions and changes in consolidation method.
(in Euro million) | |||||||||||||||||||
2005 | |||||||||||||||||||
January 1 | Acquisitions & disposals | Contribution to net income | Currencytranslationimpact | Other changes(a) | December 31 | ||||||||||||||
AXA Insurance Hong Kong | 13 | – | – | – | (13) | – | |||||||||||||
AXA Insurance Singapore | 42 | – | – | – | (42) | – | |||||||||||||
Argovie | 26 | – | 2 | – | (2) | 26 | |||||||||||||
Banque de marchés et d’arbitrage | 9 | – | 2 | – | – | 11 | |||||||||||||
CFP – Crédit | 33 | – | 1 | – | – | 34 | |||||||||||||
AXA General Insurance Hong kong | 55 | – | – | – | (55) | – | |||||||||||||
AXA Insurance Investment Holding | 5 | – | – | 3 | 32 | 41 | |||||||||||||
Hilo Direct SA de Seguros y Reaseguros | – | – | – | – | – | – | |||||||||||||
AXA Oyak (3 Turkish entities) | 71 | – | – | – | (71) | – | |||||||||||||
AXA Asia Pacific Holdings associates | 20 | 1 | 8 | – | (2) | 26 | |||||||||||||
Parfimmo | – | 9 | 1 | – | 14 | 24 | |||||||||||||
AXA Versicherung | 23 | – | 3 | – | (2) | 24 | |||||||||||||
Other | 33 | – | 5 | – | (14) | 23 | |||||||||||||
TOTAL | 330 | 10 | 21 | 3 | (156) | 208 |
(a) Includes dividend distributions and changes in consolidation method.
F-115
(in Euro million) | |||||||||||||||||||
2004 | |||||||||||||||||||
January 1 | Acquisitions & disposals | Contribution to net income | Currencytranslationimpact | Other changes(a) | December 31 | ||||||||||||||
AXA Insurance Hong Kong | 14 | – | – | – | (1) | 13 | |||||||||||||
AXA Insurance Singapore | 37 | – | 6 | (1) | – | 42 | |||||||||||||
Argovie | 29 | (1) | 2 | – | (3) | 26 | |||||||||||||
Banque de marchés et d’arbitrage | 9 | – | – | – | – | 9 | |||||||||||||
CFP – Crédit | 32 | – | 1 | – | – | 33 | |||||||||||||
AXA General Insurance Hong Kong | 58 | – | 9 | (5) | (7) | 55 | |||||||||||||
AXA Insurance Investment Holding | 5 | – | – | (2) | 2 | 5 | |||||||||||||
Hilo Direct SA de Seguros y Reaseguros | 21 | – | – | – | (21) | – | |||||||||||||
AXA Oyak (3 Turkish entities) | 59 | (4) | 21 | – | (5) | 71 | |||||||||||||
AXA Asia Pacific Holdings associates | 52 | – | 3 | 2 | (37) | 20 | |||||||||||||
AXA Versicherung | 23 | – | 3 | – | (3) | 23 | |||||||||||||
Other | 6 | 14 | 9 | – | 2 | 33 | |||||||||||||
TOTAL | 345 | 9 | 55 | (6) | (73) | 330 | |||||||||||||
(a) Includes dividend distributions and changes in consolidation method. |
10.2. Comments
In 2006, “other changes” notably included:
- The merger of associate CFP-Crédit with fully consolidated CFP (€–34 million).
- The sale of AXA RE (included in the Other items:€–2 million) and Parfimmo in Belgium (€–24 million).
- The liquidation of AXA Insurance Investment Holding in Singapore (€–41 million).
- The entries into the scope of consolidation of Krungthai AXA Life Insurance Company Ltd (€16 million), Philippine AXA
Life Insurance Corporation (€10 million), PT AXA Mandiri Financial Services (€3 million) and AXA Affin General
Insurance Berhad in Asia Pacific (€11 million).
- The merger of AXA Asia Pacific Holdings subsidiaries with AXA Bharti and AXA Affin.
In 2005, “Other changes” related mainly to changes in consolidation method. The following companies are now fully consolidated:
- Turkish Life, Non life and holding companies (€–71 million).
- Hong Kong Non life companies (€–68 million).
- Singapore Non life companies (€–42 million).
In 2004, “Other changes” included:
- The exit of two Australian entities (€–26 million).
- A change in consolidation method (following a buyout of minorities) for Direct Seguros, which is now fully consolidated
(€–21 million).
In the years ended December 31, 2006, 2005 and 2004, AXA received cash dividends from equity-accounted
companies totaling€4.4 million,€20 million and€27 million respectively.
This excludes equity-accounted investment funds and real estate companies, which are presented under financial investments.
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Note 11: Receivables
(in Euro million) | |||||||||||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||||||||||
Gross value | Impairment | Carrying value | Fair value | Gross value | Impairment | Carrying value | Fair value | Carrying value | Fair value | ||||||||||||
Deposits and Guarantees | 1,078 | – | 1,078 | 1,078 | 906 | – | 905 | 905 | 869 | 870 | |||||||||||
Current accounts receivable from other companies | 845 | (6) | 839 | 840 | 783 | (23) | 760 | 760 | 1,056 | 1,056 | |||||||||||
Receivables from policyholders, brokers and general agents | 3,586 | (255) | 3,331 | 3,330 | 3,123 | (220) | 2,903 | 2,903 | 3,667 | 3,716 | |||||||||||
Premiums earned but not written | 1,895 | – | 1,895 | 1,895 | 1,883 | – | 1,883 | 1,883 | 1,526 | 1,526 | |||||||||||
Other receivables | 4,751 | (21) | 4,730 | 4,732 | 3,369 | (106) | 3,262 | 3,262 | 1,048 | 1,046 | |||||||||||
Receivables arising from direct insurance and inward reinsurance operations | 12,155 | (282) | 11,873 | 11,874 | 10,064 | (350) | 9,714 | 9,714 | 8,167 | 8,215 | |||||||||||
Deposits and Guarantees | 15 | – | 15 | 15 | 8 | – | 8 | 8 | 1 | 1 | |||||||||||
Receivables from reinsurers | 837 | (97) | 740 | 740 | 918 | (78) | 840 | 840 | 2,128 | 2,131 | |||||||||||
Other receivables | 50 | – | 50 | 50 | 41 | – | 40 | 40 | 5 | 5 | |||||||||||
Receivables arising from outward reinsurance operations | 902 | (97) | 805 | 805 | 967 | (78) | 888 | 888 | 2,134 | 2,137 | |||||||||||
Receivables arising from banking activities | 14,456 | (393) | 14,063 | 14,026 | 13,300 | (482) | 12,818 | 13,072 | 11,481 | 11,804 | |||||||||||
Receivables – current tax | 989 | – | 989 | 989 | 806 | – | 806 | 806 | 412 | 409 | |||||||||||
Assets sold under repurchase agreements | 4,732 | – | 4,732 | 4,732 | 1,667 | – | 1,667 | 1,667 | – | – | |||||||||||
Other receivables(a) | 14,268 | (34) | 14,234 | 14,238 | 12,730 | (39) | 12,691 | 12,707 | 9,590 | 9,554 | |||||||||||
Total other receivables | 34,445 | (427) | 34,018 | 33,984 | 28,503 | (521) | 27,983 | 28,252 | 21,483 | 21,766 | |||||||||||
TOTAL RECEIVABLES | 47,502 | (806) | 46,696 | 46,663 | 39,534 | (949) | 38,585 | 38,854 | 31,784 | 32,118 |
(a) Includes separate assets related to employee benefits (see note 25.2).
The Winterthur Group’s receivables totaled€2,173 million at December 31, 2006.
Credit risk exposure, mainly relating to receivables from reinsurers, is covered in note 4 (Financial and insurance risk
management).
Given the Group’s scale and diversity, none of its clients account for more than 10% of its business.
F-117
Note 12: Cash and cash equivalents
Cash and cash equivalents break down as follows:
(in Euro million) | ||||||||||
December 31, 2006 Carrying value(a) | December 31, 2005 Carrying value(a) | December 31, 2004 Carrying value(a) | ||||||||
Arising from insurance activities | 17,742 | 19,458 | 19,761 | |||||||
Arising from banking activities | 322 | 177 | 199 | |||||||
Arising from other activities | 3,105 | 1,766 | 2,534 | |||||||
Cash and cash equivalents | 21,169 | 21,402 | 22,494 | |||||||
(a) Fair value is equal to net carrying value. |
At December 31, 2006, cash and cash equivalents excluding Winterthur’s contribution of€3,264 million totaled
€17,905 million.
At December 31, 2006, 2005 and 2004, there was no significant restriction on the cash position, other than that
described in section 28.3. (Restriction on dividends payments to shareholders).
This table excludes cash held by consolidated investment funds in the “Satellite Investment Portfolio”, as defined in
section 1.7.2., and cash backing contracts where the financial risk is borne by policyholders (unit-linked contracts)
detailed in note 9.10.
F-118
Note 13: Shareholders’ equity, minority
interests and other equity
13.1. Impact of transactions with shareholders
13.1.1. Change in shareholders’ equity Group share in 2006
a) Share capital and capital in excess of nominal value
In 2006, the following transactions had an impact on AXA’s share capital and capital in excess of nominal value:
- A rights issue with preferential subscription rights made on July 11 to finance the acquisition of Winterthur for a total
amount of€4,091 million (including€477 million in nominal share capital);
- Employee share offering (November 2006) for€375 million (including€35 million in nominal share capital);
- Capital reduction of€–305 million by cancelling shares acquired under the share buyback program (including€–26 million in nominal share capital);
- Exercise of stock options for a total of€131 million (including€19 million in nominal share capital);
- Conversion of share subscription rights for€8 million (including€1 million in nominal share capital);
- Other transactions (mainly bond conversions and capital gains on treasury shares) for a total of€7 million.
b) Treasury shares
At December 31, 2006, the Company and its subsidiaries owned approximately 30 million AXA shares, a decrease of
€137 million with respect to December 31, 2005. The decrease was mainly due to the exercise of AXA stock options
by employees of AXA Financial, which led to the sale of 6 million treasury shares during the period.
At December 31, 2006, the carrying value of treasury shares and related derivatives was€521 million, representing
1.41% of the share capital. This figure includes€43 million relating to AXA shares held by consolidated mutual funds
(2.1 million shares) not used to back contracts where financial risk is borne by policyholders.
4,141,042 shares treasury shares backing contracts where financial risk is borne by policyholders held in controlled
funds were not deducted from shareholders’ equity. Their total estimated historical cost was€121 million and their
market value€127 million at end December 2006.
c) Perpetual debt and related interest
As described in paragraph 1.11.2 on accounting principles, the subordinated perpetual notes issued by the Group do not
qualify as a liability under IFRS. The corresponding financing debts have been retrospectively restated as equity for all
financial periods presented, in the sum of€2,679 million at December 31, 2005,€3,048 million at December 31, 2004,
and€2,706 million at January 1, 2004. The fair value of subordinated debt has been reduced by€2,650 million at end
2005 and€3,002 million at end 2004. The restatement of subordinated perpetual debt had the following impact on the
income statement: change in fair value of financial instruments at fair value through profit & loss (€102 million at end 2005
and€–58 million at December 31, 2004); financing debts expenses (€121 million at end 2005 and€144 million at end
2004; income tax (€78 million at end 2005 and€30 million at December end 2004).
Subordinated perpetual debt is classified in shareholders’ equity at its historical value as regards interest rates and its closing value as regards exchange rates. The corresponding exchange differences are cancelled out through the translation reserve.
F-119
The change in other reserves was due to a€3,794 million issue of deeply subordinated perpetual notes,€–160 million
in interest expense on the deeply subordinated perpetual notes and the subordinated perpetual notes, and€–95 million
in exchange differences.
The deeply subordinated perpetual notes were issued to finance the acquisition of Winterthur, and comprise the
following:
- a triple tranche perpetual deeply subordinated notes placed on July 6, 2006 for a total amount of approximately
€2.2 billion:
i)€1 billion for the Euro perpetual non call ten years tranche (issued at a spread of 150 basis points over Euribor);
ii) £500 million for the Sterling perpetual non call ten years tranche (issued at a spread of 150 basis points over Libor);
iii) £350 million for the Sterling perpetual non call twenty years (issued at a spread of 175 basis points over Libor);
- AXA also placed in October 2006 a triple tranche Australian perpetual deeply subordinated notes issue for a total
amount of AU$750 million (approximately€0.5 billion);
- On December 11, 2006 AXA priced a two-tranche perpetual deeply subordinated note issue for a total amount of
US$1.5 billion (approximately€1.1 billion):
i) US$750 million for the US$ perpetual deeply subordinated non call twelve years tranche;
ii) US$750 million for the US$ perpetual deeply subordinated non call thirty years tranche.
At December 31, 2006, perpetual debt recognized in shareholders’ equity broke down as follows:
December 31, 2006 | |||||||
Value ofthe perpetualdebt in currencyof issuance | Value ofthe perpetualdebt in Euro million | ||||||
October 29, 2004 - 375 M€rate CMS 10 years - in euro | 375 | 375 | |||||
December 22, 2004 - 250 M€rate CMS 10 years - in euro | 250 | 250 | |||||
January 25, 2005 - 250 M€6% in euro | 250 | 250 | |||||
July 6, 2006 - 1000 M€5.777% in euro | 1,000 | 995 | |||||
July 6, 2006 – 500 M£ 6.666% in GBP | 500 | 739 | |||||
July 6, 2006 – 350 M£ 6.6862% in GBP | 350 | 521 | |||||
October 26, 2006 – 600 M$AUD 6.5% in AUD | 600 | 356 | |||||
November 7, 2006 – 150 M$AUD rate 6.5% in AUD | 150 | 89 | |||||
750m $ (TSS) non call 12 years, in USD | 750 | 567 | |||||
750m $ (TSS) non call 30 years, in USD | 750 | 567 | |||||
Sub-total Perpetual Deeply Subordinated notes (“TSDI”) | 4,709 | ||||||
Perpetual notes – variable 3.55% to 5% in EUR | 1,404 | 1,404 | |||||
Perpetual notes – variable 3.55% to 5% in JPY | 27,000 | 172 | |||||
Perpetual notes – variable 3.55% to 5% in USD | 1,275 | 968 | |||||
Sub-total Deeply Subordinated notes (“TSS”) | 2,544 | ||||||
Equity component of convertible debt | 203 | 203 | |||||
TOTAL | 7,457 |
In addition to the nominal amounts shown above, the debt component of shareholders’ equity includes net
accumulated interest of€–367 million at December 31, 2006, making a total of€7,090 million.
The nominal value of subordinated perpetual notes at December 31, 2006 was€2,544 million (versus€2,679 million
at end 2005,€3,048 million at end 2004 and€2,706 million at January 1, 2004). The financial expense on these notes
F-120
in 2006 was€121 million before tax (€121 million in 2005 and€144 million in 2004), and€80 million net of tax
(€79 million in 2005 and€93 million in 2004).
Some of these instruments contain the following features:
- early redemption clauses (calls) at the Group’s option, giving AXA the ability to redeem the principal amount before
maturity without penalty on certain dates;
- interest rate step-up clauses with effect from a given date.
d) Dividends paid
The shareholders’ meeting of May 4, 2006, approved a dividend payout of€1,647 million in respect of 2005.
13.1.2. Change in shareholders’ equity group share in 2005
a) Share capital and capital in excess of nominal value
In 2005, the following transactions had an impact on AXA’s nominal share capital and capital in excess of nominal value:
- AXA-FINAXA merger, led to a net reduction of€–940 million (including an€–88 million reduction in nominal share
capital);
- The December 2005 capital increase reserved for employees led to an increase of€303 million (including a
€37 million increase in nominal share capital);
- The buyback of AXA shares led to a net reduction of€–512 million (including a€–45 million reduction in nominal
share capital);
- Exercise of stock options led to an increase of€53 million (including a€11 million increase in nominal share capital);
- Other transactions (mainly bond conversions and capital gains on AXA shares) led to an increase of€46 million.
b) Treasury shares
At December 31, 2005, the Company and its subsidiaries owned approximately 36 million AXA shares, an increase of
€272 million with respect to December 31, 2004. The increase was mainly due to the purchase of€307 million AXA
shares by AXA Financial following the exercise of call options contracted during 2004 to cover AXA Financial’s employee
stock option plans.
At December 31, 2005, the carrying value of treasury shares and related derivatives was€658 million, representing
1.92% of outstanding ordinary shares. This figure included€37 million relating to AXA shares held by consolidated
mutual funds (2.2 million shares) not used to back contracts where financial risk is borne by policyholders.
4,540,278 treasury shares backing contracts where financial risk is borne by policyholders were not deducted from
shareholders’ equity (as they were held in controlled funds). Their total estimated historical value was€80 millio n and
their market value€124 million at end 2005.
c) Perpetual debt and related interest
The change in other reserves was mainly due to the following:
- €250 million issue of deeply subordinated notes through the Euro Medium Term Notes (EMTN) program;
- €515 million redemption of perpetual deeply subordinated notes;
- €–112 million in interest expense on the perpetual deeply subordinated and subordinated notes;
- €–146 million foreign exchange impact.
F-121
At December 31, 2005, perpetual debt recognized in shareholders’ equity broke down as follows:
December 31, 2005 | |||||||
Value ofthe perpetualdebt in currencyof issuance | Value ofthe perpetualdebt in Euro million | ||||||
October 29, 2004 - 375 M€rate CMS 10 years - in euro | 375 | 375 | |||||
December 22, 2004 - 250 M€rate CMS 10 years - in euro | 250 | 250 | |||||
January 25, 2005 - 250 M€6% in EUR | 250 | 250 | |||||
Sub-total Perpetual Deeply Subordinated notes (“TSDI”) | 875 | ||||||
Perpetual notes – variable 3.55% to 5% in EUR | 1,404 | 1,404 | |||||
Perpetual notes – variable 3.55% to 5% in JPY | 27,000 | 194 | |||||
Perpetual notes – variable 3.55% to 5% in USD | 1,275 | 1,081 | |||||
Sub-total Deeply Subordinated notes (“TSS”) | 2,679 | ||||||
Equity component of convertible debt | 203 | 203 | |||||
TOTAL | 3,757 |
In addition to the nominal amounts shown above, the debt component of shareholders’ equity includes net
accumulated interest of€–207 million at December 31, 2005, making a total of€3,551 million.
d) Dividends paid
Dividends paid by AXA totaled€1,164 million in 2005 in respect of the 2004 financial year, as approved by the
shareholders meeting of April 20, 2005.
13.1.3. Change in shareholders’ equity Group share in 2004
a) Share capital and capital in excess of nominal value
In 2004, three types of capital increase were carried out:
- Capital increases reserved for employees (July and December 2004) totaling€254 million (including a€43.1 million
increase in nominal share capital);
- Capital increases arising from the conversion of ORAN bonds (bonds redeemable in cash or shares) totaling€1,396 million
(including a€252 million increase in nominal share capital);
- Other capital increases arising from exercise of stock options totaling€11 million (including a€3 million increase in
nominal share capital).
b) Treasury shares
At December 31, 2004, the Company and its subsidiaries owned approximately 24.6 million AXA shares, down
compared to the figure at January 1, 2004. This decrease contributed to a net€124 million increase in shareholders’
equity with respect to December 31, 2003.
At December 31, 2004, the carrying value of treasury shares was€386 million, representing 1.29% of the share capital.
These shares were intended in particular to hedge purchase option plans for AXA Financial Inc. employees (options to
buy AXA American Depositary Shares or ADSs).
In 2004, AXA Financial bought purchase options on approximately 26 million AXA ADSs to improve the hedging of AXA
Financial employees’ stock option plans. The option premium of€42 million (Euro value at December 31, 2004 of the
F-122
premium paid and deducted from shareholders’ equity) was included in the value of treasury shares at the end of the
period.
c) Perpetual debt and related interest
The change in other reserves was mainly due to a€625 million issue of deeply subordinated perpetual notes through
the Euro Medium Term Notes (EMTN) program, and foreign exchange differences for the year of€–84 million.
December 31, 2004 | |||||||
Value ofthe perpetualdebt in currencyof issuance | Value ofthe perpetualdebt in Euro million | ||||||
October 29, 2004 - 375 M€rate CMS 10 years - in euro | 375 | 375 | |||||
December 22, 2004 - 250 M€rate CMS 10 years - in euro | 250 | 250 | |||||
Sub-total Perpetual Deeply Subordinated notes (“TSDI”) | 625 | ||||||
Perpetual notes – variable 3.55% to 5% in EUR | 1,919 | 1,919 | |||||
Perpetual notes – variable 3.55% to 5% in JPY | 27,000 | 193 | |||||
Perpetual notes – variable 3.55% to 5% in USD | 1,275 | 936 | |||||
Sub-total Deeply Subordinated notes (“TSS”) | 3,048 | ||||||
Equity component of convertible debt | 203 | 203 | |||||
TOTAL | 3,876 |
In addition to the nominal amounts shown above, the debt component of shareholders’ equity included net
accumulated interest of€–95 million at December 31, 2004, making a total of€3,782 million.
d) Dividends paid
Dividends paid by AXA in 2004 with respect to the 2003 financial year totaled€676 million.
13.2. Recognized income and expense for the period
The statement of recognized income and expense for the period (SORIE), which is an part of the consolidated
statement of shareholders’ equity, includes net income for the period, the reserve relating to the change in fair value of
available for sale financial instruments, the translation reserve, and actuarial gains and losses on employee benefit
obligations.
13.2.1. Recognized income and expense for 2006
a) Reserve related to changes in fair value of available for sale financial instruments included in
shareholders’ equity
The change in reserves for unrealized gains totaled€–349 million, mainly relating to the United Kingdom (€–164 million),
the United States (€–137 million) and Japan (€–88 million). The reduction in gross unrealized gains of available for sale
financial assets totaled€–4,675 million, mainly due to fixed maturities (€–7,029 million) following a rise in interest rates
during the year, partially offset by an increase in the unrealized gains on equity securities (€2,393 million).
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The following table shows a reconciliation between gross unrealized gains and losses on available for sale financial
assets and the corresponding reserve recognized in shareholders’ equity:
(in Euro million) | ||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
Gross unrealized gains and losses | 17,751 | 22,424 | 16,614 | |||||||
Less unrealized gains and losses attributable to : | ||||||||||
Shadow accounting on policyholders’ participation(a) | (7,242) | (10,342) | (7,528) | |||||||
Shadow accounting on Deferred Acquisition Costs(b) | (315) | (458) | (467) | |||||||
Shadow accounting on Value of purchased Business in force | (394) | (694) | (530) | |||||||
Unallocated unrealized gains and losses (before tax) | 9,800 | 10,930 | 8,088 | |||||||
Deferred tax | (1,833) | (2,565) | (2,257) | |||||||
Unrealized gains and losses (net of tax) – 100% | 7,966 | 8,365 | 5,832 | |||||||
Minority interests share in unrealized gains and losses(c) | (273) | (220) | (205) | |||||||
Translation reserves(d) | 71 | (34) | 94 | |||||||
Unrealized gains and losses (net Group share) | 7,763 | 8,111 | 5,720 |
(a) Including shadow accounting impact on premium deficiency liabilities, after reevaluation of available for sale assets.
(b) Net of Shadow accounting on unearned revenues and fees reserves.
(c) Including currency impact attributable to minority interests.
(d) Group share.
The change in reserves relating to changes in fair value of assets in 2006, 2005 and 2004 broke down as follows:
(in Euro million) | |||||||
2006 | 2005 | 2004 | |||||
Other comprehensive income as at January 1st | 8,365 | 5,832 | 4,398 | ||||
Transfer in the net income for the period(a) | (791) | (399) | (290) | ||||
Investments bought in the current accounting period and changes in value | 206 | 2,638 | 1,735 | ||||
Foreign exchange impact | (106) | 150 | (107) | ||||
Change in scope and other changes | 292 | 143 | 96 | ||||
Other comprehensive income as at December 31 | 7,966 | 8,365 | 5,832 |
(a) Transfer of result induced by disposal of financial assets, impairment write-back following reevaluation, or tranfer of expenses following impairment
charge during the period, and fixed maturity securities discount premiums impacts.
b) Reserves related to the hedging of net investments in foreign operations and translation reserve
The impact of exchange rate movements (€–764 million) was mainly attributable to the United States (€–1,218 million,
principally due to the difference between the 2006 and 2005 closing $/€exchange rates: $1.32 for€1 at end 2006
compared to $1.18 for€1 at end 2005), Japan (€–291 million) and Canada (€–81 million), partially offset by the change
in fair value of currency hedges set up by the Company to hedge net investments in foreign operations (€841 million).
c) Employee benefits actuarial gains and losses
The main contributors to the€252 million change in actuarial gains and losses on employee benefit obligations were
the United States (€146 million), Germany (€63 million) and the Netherlands (€16 million). Additional information on the
pension benefit obligation is provided in note 25.2.
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13.2.2. Recognized income and expense for 2005
a) Reserve related to changes in fair value of available for sale financial instruments included
in shareholders’ equity
The impact of change in fair value of assets (€2,391 million) mainly related to France (€1,060 million), Belgium (€710
million) and Japan (€347 million), partially offset by an adverse impact in the United States (€–385 million).
b) Reserves related to the hedging of net investments in foreign operations and translation reserve
The impact of exchange rate movements (€1,361 million) was mainly attributable to the United States (€1,671 million,
principally due to the difference between the 2005 and 2004 closing $/€exchange rates: $1.18 for€1 at end 2005
compared to $1.36 for€1 at end 2004), Australia (€99 million) and Canada (€97 million), partially offset by the change
in fair value of currency hedges set up by the Company to hedge net investments in foreign operations (€–576 million).
c) Employee benefits actuarial gains and losses
The main contributors to the€–415 million change in actuarial gains and losses on the employee benefit liabilities were
the UK (€–131 million), Germany (€–128 million) and the United States (€–95 million).
13.2.3. Recognized income and expense for 2004
a) Reserve related to changes in fair value of available for sale financial instruments included in
shareholders’ equity
The main contributors to the€1,514 million increase in fair value changes recognized in shareholders’ equity in 2004
were France (€729 million), Belgium (€416 million) and Germany (€111 million).
b) Reserve related to the hedging of net investments in foreign operations and translation reserve
Currency translation impacts were€–686 million, and mainly attributable to the United States (€–826 million, principally
due to the difference between the 2004 and 2003 closing $/€exchange rates: $1.36 for€1 at end 2004 compared to
$1.26 for€1 at end 2003), and Japan (€–126 million), partially offset by the change in fair value of currency hedges set
up by the Company to hedge net investments in foreign operations (€341 million).
c) Employee benefits actuarial gains and losses
The main contributors to the€–319 million change in actuarial gains and losses on the pension benefit obligation were
the United Kingdom (€–185 million) and the United States (€–83 million).
13.3. Change in minority interests
Under IFRS, minority interests in most investment funds in which the Group invests consist of instruments that holders
can redeem at will at fair value, and qualify as a liability rather than shareholders’ equity items. Please refer to note 17 –
Payables. The same is true for puttable instruments held by minority interest holders.
F-125
13.3.1. Change in minority interests in 2006
The€180 million increase in minority interests to€2,943 million was mainly due to:
- net income for the period (€673 million);
- dividends paid to minority interests (€–440 million);
- change in translation reserves (€–205 million);
- consolidation of Winterthur (€72 million), mainly in Germany (€58 million) and Switzerland (€12 million);
- changes in the scope of consolidation in other group entities (€–60 million), mainly due to the buyout of minority
interests in AXA Konzern (Germany);
- other movements (€139 million), mainly comprising movements in fair value reserves.
13.3.2. Change in minority interests in 2005
The€452 million increase in minority interests to€2,763 million was mainly due to:
- net income for the period (€488 million);
- dividends paid to minority interests (€–359 million);
- change in translation reserves (€–230 million);
- changes in the scope of consolidation (€23 million), notably from previously equity-accounted Turkish entities;
- other movements (€69 million), mainly including movements in reserves related to changes in fair value of available
for sale assets.
13.3.3. Change in minority interests in 2004
The€35 million decrease in minority interests in 2004 was mainly due to the buyout of minorities in AXA RE Finance
from BNP Paribas (€–43 million).
The€–299 million decrease recorded in “other changes” in minority interests in 2004 mainly comprised dividends paid
to minorities (€–265 million).
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Note 14: Liabilities arising from insurance
and investment contracts
Following the adoption of United Kingdom standard FRS 27, as described in note 1.12.2 “accounting principles”, at
December 31, 2005, the impacts on the balance sheet and income statement were as follows:
Balance sheet impacts:
- deferred acquisition costs have been restated by€–708 million at December 31, 2005 and€–689 million at
December 31, 2004;
- liabilities arising from insurance contracts have been increased by:
• €1,517 million in 2005, including€1,196 million in individual savings contracts,€6 million in group savings
contracts and€315 million in life contracts;
• €1,609 million in 2004, including€1,275 million in individual savings contracts,€4 million in group savings
contracts and€329 million in life contracts;
- liabilities arising from investment contracts with discretionary participating features were restated by:
• €377 million in 2005, including€317 million in individual savings contracts and€60 million in group savings
contracts;
• €170 million in 2004, including€142 million in individual savings contracts and€28 million in group savings
contracts;
- liabilities arising from policyholder’s participation have been reduced by€–2,382 million in 2005 and€–2,253 million
in 2004;
- unearned revenues and unearned fees reserves have been reduced by€–109 million in 2005 and€–105 million in
2004;
- deferred tax liabilities have been reduced by€–111 million in 2005 and€–109 million in 2004.
Impacts on the 2005 income statement (FRS 27 was applied as at December 31, 2004 and therefore had no
impact on the 2004 income statement):
- the change in unearned premium reserves net of unearned revenues and fees has been increased by€0.6 million;
- technical charges relating to insurance activities have been reduced by€0.4 million;
- acquisition costs have been restated by€0.8 million;
- income tax has been decreased by€1 million.
The overall impact on 2005 net income was therefore nil.
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14.1. Liabilities arising from insurance contracts
(gross and reinsurers’ share)
Liabilities arising from insurance contracts, including those where the financial risk is borne by policyholders, were split
by segment as follows:
December 31, 2006 | |||||||||
Life & Savings | Property & Casualty | International Insurance | Total | ||||||
Future policy benefit reserves Life & Savings(d) | 252,660 | 285 | 252,946 | ||||||
Unearned premium reserves | 262 | 7,762 | 889 | 8,913 | |||||
Claim reserves(a) | 9,027 | 34,931 | 10,534 | 54,492 | |||||
of which IBNR(e) | 2,793 | 6,965 | 4,275 | 14,033 | |||||
Liability adequacy test reserves | 17 | – | – | 17 | |||||
Other reserves(b) | 3,402 | 3,410 | 52 | 6,864 | |||||
Liabilities arising from insurance contracts | 265,369 | 46,102 | 11,760 | 323,232 | |||||
Of which measured at current market assumptions(c) | (263) | – | 57 | (205) | |||||
Future policy benefit reserves | 108,891 | 108,891 | |||||||
Claim reserves(a) | 85 | 85 | |||||||
of which IBNR | 7 | 7 | |||||||
Other reserves | 8 | 8 | |||||||
Liabilities arising from insurance contracts where the financial risk is borne by policyholders | 108,984 | 108,984 | |||||||
Of which measured at current market assumptions(c) | 189 | 189 | |||||||
Reinsurers’ share in future policy benefit reserves | 4,217 | – | 11 | 4,228 | |||||
Reinsurers’ share in unearned premium reserves | 5 | 215 | 554 | 775 | |||||
Reinsurers’ share in claim reserves(a) | 442 | 1,964 | 4,348 | 6,754 | |||||
of which IBNR | 154 | 267 | 1,424 | 1,844 | |||||
Reinsurers’ share in other reserves | 154 | 27 | – | 181 | |||||
Reinsurers’ share in liabilities arising from insurance contracts | 4,818 | 2,206 | 4,913 | 11,937 | |||||
Of which measured at current market assumptions(c) | – | – | – | – | |||||
Reinsurers’ share in future policy benefit reserves | 20 | 20 | |||||||
Reinsurers’ share in claim reserves(a) | 2 | 2 | |||||||
of which IBNR | – | – | |||||||
Reinsurers’ share in other reserves | – | – | |||||||
Reinsurers’ share in liabilities arising from insurance contracts where the financial risk is borne by policyholders | 22 | 22 | |||||||
Of which measured at current market assumptions(c) | 10 | 10 | |||||||
TOTAL LIABILITIES ARISING FROM INSURANCE CONTRACTS, NET OF REINSURANCE CEDED | 369,513 | 43,896 | 6,848 | 420,257 |
NB : Excludes derivatives related to insurance and investment contracts, which are detailed in section 19.4.
Liabilities relating to unearned revenues and fees, and to policyholder bonuses (gross and reinsurers’ share), along with derivative instruments relating to
insurance and investment contracts, are excluded from the table above.
(a) Includes reserves for claim handling costs.
(b) Notably includes non-life annuities mathematical reserves.
(c) See note 1.12.2 - Reserves measured according to the option offered by IFRS 4.24 for selective re-measurement of reserves at current market assumptions.
(d) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments in all periods presented. The effect of these adjustments
is set out in note 14.
(e) For the detail of P&C and International Insurance IBNR, see note 20.2.4.
Total liabilities arising from insurance contracts amounted to€432,216 million gross of reinsurance, including
€78,440 million related to the acquisition of Winterthur. Net of reinsurance, the corresponding amounts were
€420,257 million in total and€77,202 million for Winterthur.
F-128
(in Euro million) | |||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||
Life & Savings | Property & Casualty | International Insurance | Total | Life & Savings | Property & Casualty | International Insurance | Total | ||||||||
191,579 | – | 373 | 191,952 | 177,826 | – | 419 | 178,246 | ||||||||
76 | 6,501 | 821 | 7,398 | 65 | 5,924 | 745 | 6,735 | ||||||||
5,405 | 26,602 | 10,623 | 42,629 | 5,344 | 24,599 | 9,147 | 39,090 | ||||||||
2,262 | 6,306 | 4,853 | 13,421 | 1,974 | 5,587 | 3,875 | 11,437 | ||||||||
21 | – | – | 21 | 16 | – | – | 16 | ||||||||
2,768 | 2,895 | 53 | 5,717 | 2,320 | 3,001 | 44 | 5,365 | ||||||||
199,849 | 35,998 | 11,870 | 247,717 | 185,571 | 33,525 | 10,356 | 229,452 | ||||||||
– | – | 163 | 163 | – | – | 237 | 237 | ||||||||
92,803 | 92,803 | 73,496 | 73,496 | ||||||||||||
69 | 69 | 65 | 65 | ||||||||||||
6 | 6 | – | |||||||||||||
16 | 16 | 17 | 17 | ||||||||||||
92,888 | 92,888 | 73,578 | 73,578 | ||||||||||||
(141) | (141) | (98) | (98) | ||||||||||||
3,710 | 8 | 3,718 | 3,377 | 6 | 3,383 | ||||||||||
5 | 128 | 134 | 267 | 1 | 111 | 120 | 233 | ||||||||
376 | 1,791 | 2,692 | 4,859 | 412 | 1,628 | 2,051 | 4,092 | ||||||||
9 | 416 | 1,092 | 1,516 | 1 | – | 949 | 950 | ||||||||
140 | 37 | – | 177 | 93 | 20 | – | 113 | ||||||||
4,230 | 1,956 | 2,834 | 9,020 | 3,882 | 1,760 | 2,178 | 7,820 | ||||||||
– | – | – | – | – | – | – | – | ||||||||
10 | 10 | 12 | 12 | ||||||||||||
– | – | 2 | 2 | ||||||||||||
– | – | – | |||||||||||||
– | – | – | |||||||||||||
10 | 10 | 14 | 14 | ||||||||||||
8 | 8 | – | |||||||||||||
288,497 | 34,043 | 9,036 | 331,576 | 255,253 | 31,765 | 8,178 | 295,196 |
Insurance liabilities relating to U.K. With-Profit insurance contracts excluding the FFA (Fund for Future Appropriation)
amounted to€20,358 million at December 31, 2006.
Excluding the Winterthur’s contribution (€2,006 million), these liabilities totaled€18,352 million versus€18,169 million
at end 2005 and€17,249 million at end 2004.
F-129
14.2. Liabilities arising from investment contracts
(gross and reinsurers’ share)
The following table shows a segmental breakdown of liabilities arising from investment contracts, including those where
the financial risk is borne by policyholders:
December 31, 2006 | |||||||
Life & Savings | International Insurance | Total investment contracts | |||||
Future policy benefit reserves(c) | 32,449 | – | 32,449 | ||||
Unearned premium reserves | – | – | – | ||||
Claim reserves(a) | 143 | – | 143 | ||||
Liability adequacy test reserves | – | – | – | ||||
Other reserves | 6 | – | 6 | ||||
Liabilities arising from investment contracts with discretionary participating features | 32,599 | – | 32,599 | ||||
Of which measured at current market assumptions(b) | – | – | – | ||||
Future policy benefit reserves | 1,120 | – | 1,120 | ||||
Claim reserves(a) | 1 | – | 1 | ||||
Other reserves | – | – | – | ||||
Liabilities arising from investment contracts with no discretionary participating features | 1,121 | – | 1,121 | ||||
Future policy benefit reserves | 66,927 | 541 | 67,467 | ||||
Claim reserves(a) | 25 | 3 | 27 | ||||
Other reserves | 178 | – | 178 | ||||
Liabilities arising from investment contracts where the financial risk is borne by policyholders | 67,129 | 543 | 67,673 | ||||
Reinsurers’ share in future policy benefit reserves | 12 | – | 12 | ||||
Reinsurers’ share in unearned premium reserves | – | – | – | ||||
Reinsurers’ share in claim reserves(a) | – | – | – | ||||
Reinsurers’ share in other reserves | – | – | – | ||||
Reinsurers’ share in liabilities arising from investment contracts with discretionary participating features | 12 | – | 12 | ||||
Of which measured at current market assumptions(b) | – | – | – | ||||
Reinsurers’ share in future policy benefit reserves | – | – | – | ||||
Reinsurers’ share in claim reserves(a) | – | – | – | ||||
Reinsurers’ share in other reserves | – | – | – | ||||
Reinsurers’ share in liabilities arising from investment contracts with no discretionary participating features | – | – | – | ||||
Reinsurers’ share in future policy benefit reserves | 9 | – | 9 | ||||
Reinsurers’ share in claim reserves(a) | – | – | – | ||||
Reinsurers’ share in other reserves | – | – | – | ||||
Reinsurers’ share in liabilities arising from investment contracts where the financial risk is borne by policyholders | 9 | – | 9 | ||||
TOTAL LIABILITIES ARISING FROM INVESTMENT CONTRACTS – NET OF REINSURANCE CEDED | 100,829 | 543 | 101,372 |
Liabilities relating to unearned revenues and fees, and to policyholder bonuses (gross and reinsurers’ share), along with derivative instruments relating to insurance and investment contracts, are excluded from the table above.
(a) Includes reserves for claim handling costs.
(b) See note 1.11.2 - Reserves measured according to the option offered by IFRS 4.24 for selective re-measurement of reserves at current market assumptions.
(c) As described in note 1.12.2, the adoption of FRS 27 in the United Kingdom has led to adjustments in all periods presented. The effect of these adjustments is
set out in note 14.
In Life & Savings, total liabilities arising from investment contracts amounted to€100,829 million net of reinsurance at
December 31, 2006, including€14,669 million related to the acquisition of Winterthur.
F-130
(in Euro million) | |||||||
December 31, 2005 | December 31, 2004 | ||||||
Life & Savings | Total investment contracts | Life & Savings | Total investment contracts | ||||
33,119 | 33,119 | 31,718 | 31,718 | ||||
– | – | – | |||||
127 | 127 | 114 | 114 | ||||
– | – | – | |||||
21 | 21 | – | – | ||||
33,267 | 33,267 | 31,832 | 31,832 | ||||
– | – | – | |||||
925 | 925 | 869 | 869 | ||||
1 | 1 | – | |||||
– | – | – | |||||
926 | 926 | 869 | 869 | ||||
48,298 | 48,298 | 38,926 | 38,926 | ||||
2 | 2 | 2 | 2 | ||||
248 | 248 | 200 | 200 | ||||
48,549 | 48,549 | 39,127 | 39,127 | ||||
13 | 13 | – | – | ||||
– | – | – | – | ||||
– | – | – | |||||
– | – | – | – | ||||
13 | 13 | – | – | ||||
– | – | – | – | ||||
– | – | – | |||||
– | – | – | |||||
– | – | – | |||||
– | – | – | |||||
8 | 8 | – | |||||
– | – | – | |||||
– | – | – | |||||
8 | 8 | – | |||||
82,720 | 82,720 | 71,828 | 71,828 |
For total insurance activities, these amounts were€101,372 million in total and€15,212 million for Winterthur after
taking account of€543 million recognized by Winplan, a life insurance company in run-off which forms part of the
international insurance segment.
F-131
Insurance liabilities relating to With-Profit insurance contracts excluding the FFA (Fund for Future Appropriation)
amounted to€10,323 million at December 31, 2006.
Excluding Winterthur’s contribution (€223 million), these liabilities totaled€10,100 million versus€10,363 million at end
2005 and€10,444 million at end 2004.
14.3. Change in claim reserves for Property & Casualty and
International Insurance (insurance contracts)
14.3.1. Change in gross claim reserves (including reinsurance)
(in Euro million) | |||||||||||||||||||
2006 | 2005 | 2004 | |||||||||||||||||
Property & Casualty | International Insurance | Total | Property & Casualty | International Insurance | Total | Property & Casualty | International Insurance | Total | |||||||||||
Claim reserves as of January 1 | 25,614 | 10,366 | 35,980 | 23,708 | 8,890 | 32,599 | 23,082 | 9,719 | 32,801 | ||||||||||
Claim handling cost reserves as of January 1 | 988 | 257 | 1,245 | 891 | 257 | 1,148 | 841 | 227 | 1,068 | ||||||||||
Claim reserves measured at current value as of January 1 | – | – | – | – | – | – | – | – | – | ||||||||||
Gross claim reserves as of January 1(a) | 26,602 | 10,623 | 37,225 | 24,599 | 9,147 | 33,747 | 23,923 | 9,946 | 33,869 | ||||||||||
Current year change | 12,722 | 2,018 | 14,740 | 12,075 | 3,208 | 15,283 | 11,541 | 2,259 | 13,801 | ||||||||||
Loss reserves development (prior years) | (826) | (132) | (958) | (634) | 199 | (435) | (562) | (101) | (663) | ||||||||||
Total claim expenses(b) | 11,896 | 1,886 | 13,782 | 11,441 | 3,407 | 14,848 | 10,979 | 2,159 | 13,138 | ||||||||||
Claim payments (current year) | (5,522) | (1,622) | (7,144) | (5,248) | (1,358) | (6,606) | (4,749) | (1,278) | (6,027) | ||||||||||
Claim payments (prior years) | (5,180) | (1,062) | (6,242) | (5,212) | (1,231) | (6,443) | (5,347) | (1,266) | (6,613) | ||||||||||
Claim payments(b) | (10,703) | (2,684) | (13,387) | (10,460) | (2,590) | (13,049) | (10,095) | (2,545) | (12,640) | ||||||||||
Change in scope of consolidation and change in accounting method | 7,235 | 1,239 | 8,474 | 697 | 35 | 732 | (38) | 2 | (36) | ||||||||||
Impact of foreign currency fluctuation | (99) | (530) | (629) | 324 | 622 | 946 | (169) | (415) | (584) | ||||||||||
Claim reserves as at December 31 | 33,625 | 10,275 | 43,899 | 25,614 | 10,366 | 35,980 | 23,708 | 8,890 | 32,599 | ||||||||||
Claim handling cost reserves as of December 31 | 1,306 | 259 | 1,566 | 988 | 257 | 1,245 | 891 | 257 | 1,148 | ||||||||||
Claim reserves measured at current value as of December 31 | – | – | – | – | – | – | – | – | – | ||||||||||
Gross claim reserves as of December 31(a) | 34,931 | 10,534 | 45,465 | 26,602 | 10,623 | 37,225 | 24,599 | 9,147 | 33,747 |
(a) Excluding “other insurance liabilities” (mainly mathematical annuity reserves), which totaled€3 billion in 2004,€2.9 billion in 2005 and€3.4 billion in
2006 including 0.5 billion for Winterthur.
(b) Excluding claim handling cost reserves.
In Property & Casualty, changes in the scope of consolidation in 2006 amounted to€7,235 million, mainly due to:
i. The entry of Winterthur companies in the scope of consolidation (€7,776 million).
ii. In Germany, removals from scope of consolidation (€–794 million), mainly due to transfer of the run-off portfolio to
AXA Liabilities Managers, which belongs to the international insurance segment (€–640 million), and the disposal of
DARAG (€–127 million).
iii. In Canada, the entry of Citadel in the scope of consolidation (€250 million).
F-132
In International Insurance, changes in the scope of consolidation in 2006 amounted to€1,239 million, mainly due to:
i. The entry of Winterthur companies in the scope of consolidation (€612 million).
ii. The transfer of the German run-off portfolio (€640 million).
In Property & Casualty, changes in the scope of consolidation in 2005 amounted to€697 million, mainly due to:
i. The change in consolidation method (full consolidation method instead of equity-method) in Turkey (€82 million),
Hong Kong (€116 million) and Singapore (€63 million).
ii. The transfer of the disability business from the Life & Savings segment to the Property & Casualty segment in the
Netherlands (€116 million).
iii. The entry of Daev Sach (Germany) in the scope of consolidation (€57 million).
14.3.2. Change in reinsurers’ share
(in Euro million) | |||||||||||||||||||
2006 | 2005 | 2004 | |||||||||||||||||
Property & Casualty | International Insurance | Total | Property & Casualty | International Insurance | Total | Property & Casualty | International Insurance | Total | |||||||||||
Reinsurers’ share in claim reserves as of January 1 | 1,791 | 2,692 | 4,483 | 1,628 | 2,051 | 3,680 | 2,180 | 2,362 | 4,542 | ||||||||||
Reinsurers’ share in total claim expenses | 314 | 716 | 1,030 | 305 | 1,265 | 1,570 | 216 | 476 | 692 | ||||||||||
Reinsurers’ share in claim payments | (372) | 1,014 | 642 | (337) | (832) | (1,169) | (667) | (595) | (1,262) | ||||||||||
Change in scope of consolidation, portfolio transfers and change in accounting principles | 248 | 144 | 392 | 172 | 58 | 230 | (72) | (35) | (107) | ||||||||||
Impact of foreign currency fluctuation | (18) | (218) | (236) | 22 | 150 | 172 | (28) | (157) | (185) | ||||||||||
Reinsurers’ share in claim reserves as of December 31 | 1,964 | 4,348 | 6,312 | 1,791 | 2,692 | 4,483 | 1,628 | 2,051 | 3,680 |
In Property & Casualty, changes in the scope of consolidation in 2006 amounted to€248 million, mainly due to:
i. The entry of Winterthur companies in the scope of consolidation (€424 million).
ii.€–169 million in Germany mainly due to transfer of the run-off portfolio to AXA Liabilities Managers (€–125 million)
and the disposal of DARAG (€–43 million).
iii. In Canada, the entry of Citadel in the scope of consolidation (€24 million).
In International Insurance, changes in the scope of consolidation in 2006 amounted to€144 million, mainly due to:
i. The entry of Winterthur companies in the scope of consolidation (€6 million).
ii. The transfer of the German run-off portfolio (€125 million).
In Property & Casualty, changes in the scope of consolidation in 2005 amounted to€172 million, mainly due to:
i. The change in consolidation method in Turkey (€17 million), Hong Kong (€42 million) and Singapore (€20 million);
ii. The transfer of the disability business from the Life & Savings segment to the Property & Casualty segment in the
Netherlands (€60 million).
F-133
14.4. Change in future policy benefit reserves
(Life & Savings)
14.4.1. Change in gross future policy benefit reserves (including reinsurance)
(in Euro million) | |||||||||||||||||||
2006 | 2005 | 2004 | |||||||||||||||||
Insurance contracts | Investment contracts | Total | Insurance contracts | Investment contracts | Total | Insurance contracts | Investment contracts | Total | |||||||||||
Gross future policy benefit reserves as of January 1 | 284,403 | 82,342 | 366,745 | 251,339 | 71,513 | 322,852 | 230,502 | 66,528 | 297,030 | ||||||||||
Net pure premiums | 37,618 | 9,837 | 47,454 | 32,538 | 9,505 | 42,044 | 31,501 | 8,206 | 39,707 | ||||||||||
Claims paid | (30,678) | (10,040) | (40,718) | (27,132) | (8,158) | (35,290) | (27,379) | (7,072) | (34,452) | ||||||||||
Change in future policy benefitreserves(a)(c) | 17,611 | 2,438 | 20,049 | 12,642 | 5,790 | 18,431 | 12,177 | 2,250 | 14,427 | ||||||||||
Technical income and other | 90 | 2,216 | 2,306 | 501 | 1,690 | 2,191 | (292) | 1,276 | 984 | ||||||||||
Transfers(b) | 1,702 | (1,699) | 3 | (231) | 231 | – | 1,165 | (1,165) | – | ||||||||||
Change in scope of consolidation and change in accounting method(c) | 64,923 | 14,778 | 79,700 | (546) | (97) | (644) | 12,820 | 2,003 | 14,824 | ||||||||||
Impact of foreign currency fluctuation(c) | (14,099) | 624 | (13,475) | 15,293 | 1,868 | 17,162 | (9,155) | (513) | (9,668) | ||||||||||
Gross future policy benefit reserves as of December 31(c) | 361,569 | 100,496 | 462,065 | 284,403 | 82,342 | 366,745 | 251,339 | 71,513 | 322,852 | ||||||||||
(a) Interest credited, policyholder bonus, adjustments on contracts where the financial risk is borne by policyholders. (b) Internal AXA transfers. (c) As described in note 1.12.2 on accounting principles, the adoption of FRS 27 in the United Kingdom led to restatements in all the periods presented (see note 14 for details). |
N.B.: This table summarizes future policy benefit reserves arising from insurance and investment contracts for the Life &
Savings segment, whether or not the risk is borne by policyholders (i.e. including unit-linked business).
In 2006, changes in the scope of consolidation totaled€79,700 million, mainly due to:
1) The entries in the scope of consolidation of:
i. Winterthur:€79,190 million (including€64,543 million of future policy benefits reserves related to insurance
contracts and€14,647 million related to investment contracts);
ii. Citadel in Canada (€56 million);
iii. MLC in Hong Kong:€391 million (including€304 million related to insurance contracts and€87 million to
investment contracts);
iv. in Indonesia:€95 million (insurance contracts).
2) Continued reduction in AXA Germany’s co-insurance share of HÄK-BÄK medical profession pools (€–304 million).
3) In Southern Europe, reclassification of policyholder bonus reserves to the future policy benefit reserves:€269 million
(including€225 million related to insurance contracts, and€44 million related to investment contracts).
In 2005, changes in the scope of consolidation mainly included the reduction in AXA Germany’s co-insurance share of
HÄK-BÄK medical profession pools (€–354 million), the sale of the Health business (€–142 million) and the transfer of the
disability business from the Life & Savings segment to the Property & Casualty segment in the Netherlands (€–116 million).
In 2004, changes in the scope of consolidation mainly concerned the entry of MONY (United States) in the scope of
consolidation (€13,300 million).
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14.4.2. Change in reinsurers’ share
(in Euro million) | |||||||||||||||||||
2006 | 2005 | 2004 | |||||||||||||||||
Insurance contracts | Investment contracts | Total | Insurance contracts | Investment contracts | Total | Insurance contracts | Investment contracts | Total | |||||||||||
Reinsurers’ share in future policy benefit reserves as of January 1 | 3,720 | 21 | 3,741 | 3,391 | – | 3,391 | 3,097 | – | 3,097 | ||||||||||
Ceded net pure premiums | 493 | 1 | 495 | 463 | 11 | 473 | 421 | – | 421 | ||||||||||
Ceded claims paid | (540) | (3) | (543) | (559) | (3) | (562) | (406) | – | (406) | ||||||||||
Reinsurers’ share of change in future policy benefit reserves(a) | 91 | – | 91 | 47 | – | 47 | 35 | – | 35 | ||||||||||
Ceded technical income and other | 69 | 1 | 70 | 91 | 1 | 92 | 49 | – | 49 | ||||||||||
Transfers(b) | (0) | – | (0) | (12) | 12 | (0) | – | – | – | ||||||||||
Change in scope of consolidation and change in accounting method | 694 | – | 694 | (57) | – | (57) | 393 | – | 393 | ||||||||||
Impact of foreign currency fluctuation | (289) | – | (289) | 356 | – | 356 | (198) | – | (198) | ||||||||||
Reinsurers’ share in future policy benefit reserves as of December 31 | 4,237 | 20 | 4,258 | 3,720 | 21 | 3,741 | 3,391 | – | 3,391 |
(a) Interest credited, policyholder bonus, adjustments on contracts where the financial risk is borne by policyholders.
(b) Internal AXA transfers.
In 2006, changes in the scope of consolidation (€694 million) mainly comprised the entry of Winterthur (€687 million).
14.5. Liabilities arising from investment contracts
by accounting method
(in Euro million) | ||||||||||
Carrying value | ||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
(Non Unit-Linked) – Liabilities arising from: | ||||||||||
Investment contracts with Discretionnary Participation Features (DPF) measured according to existing accounting policies(a)&(d) | 32,599 | 33,267 | 31,832 | |||||||
Investment contracts with Discretionnary Participation Features (DPF) – measured with current assumptions(b) | – | – | – | |||||||
Investment contract with no Discretionnary Participation Features (DPF) measured at amortized cost | 510 | 219 | 140 | |||||||
Investment contract with no Discretionnary Participation Features (DPF) measured at fair value | 611 | 707 | 730 | |||||||
(Unit-Linked) – Liabilities arising from contracts where financial risk is borne by policyholders: | ||||||||||
Investment contract with Discretionnary Participation Features (DPF) measured according to existing accounting policies(a)&(c) | 11,007 | 9,712 | 8,436 | |||||||
Features in investment contracts with Discretionnary Participation Features (DPF) measured with current assumptions(b) | – | – | – | |||||||
Investment contract with no Discretionnary Participation Features (DPF) measured at current unit value(d) | 56,665 | 38,836 | 30,691 | |||||||
TOTAL LIABILITIES ARISING FROM INVESTMENT CONTRACTS | 101,393 | 82,742 | 71,828 |
(a) In accordance with IFRS 4 standards which allow, under certain conditions, to continue to use a previous system of reference to liabilities arising from
contracts with discretionary participating features.
(b) See note 1.12.2. – Reserves measured according to IFRS 4.24 option which allows to evaluate certain portfolios with current assumptions.
(c) & (d) As unit-linked contracts, they share the same reserves measurement determined on the basis of held assets units fair value (“current unit value”).
Only the valuation of related assets is different:
– for unit-linked contracts with a discretionary participating feature (c), an asset representing the deferred acquisition costs is recognized in continuity with
French GAAP;
– for unit-linked contracts with no discretionary participating feature (d), an asset representing the rights to future management fees is recognized in
accordance with IAS 18 (“DOC”) – see section 1.2.5.
N.B.: This information is presented net of the impact of derivatives, which is described in note 19.4.1.
(d) As described in note 1.12.2 on accounting principles, the adoption of FRS 27 in the United Kingdom led to restatements in all the periods presented
(see note 14 for details).
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The recognition of investment contracts with a discretionary participating features is subject to IFRS 4, which allows
under certain conditions the continued use of principles applied before the adoption of IFRS.
However, these contracts must be treated in accordance with IAS 32 with regards to the disclosures to be provided in
the notes to Financial Statements. IAS 32 requires the reporting of fair value or value ranges for these contracts, unless
the Company cannot reliably measure the participating features.
In Phase I, the IAS Board acknowledged the difficulties involved in the recognition of discretionary participating features.
Phase II discussions concerning insurance and investment contracts with a discretionary participating features were
only re-activated at IAS Board level in December 2005 and have to date produced little guidance regarding the fair value
measurement of these contracts. The Phase II Discussion Paper had not yet been published as at the date of
publication of these notes. In addition, the IAS Board has numerous projects underway that could influence the
definition of fair value of discretionary participating features. Discussions on these issues are highly complex, and are
not yet sufficiently advanced, particularly the Discussion Paper setting out the possibility of adopting U.S. standard
FAS 157“Fair Value Measurement”in IFRSs.
Due to the resulting uncertainty, AXA cannot reliably disclose fair value or value ranges for investment contracts with a
discretionary participating features.
At December 31, 2006, financial liabilities arising from investment contracts including reinsurance for all insurance
activities amounted to€101,393 million, including€15,212 million related to the acquisition of Winterthur.
14.6. Loss reserve development table
The loss reserve development table shows movements in loss reserves between 1996 and 2006, based on previously
applied accounting standards, in accordance with IFRS 4. All contracts concerned are insurance contracts as defined
by IFRS.
The first row entitled “Gross reserves for unpaid claims and claim expenses developed initially at the booking date”
represents the loss reserves developed in the balance sheet on the reporting date for the year indicated in the column
heading. For example, the sum of€31,168 million appearing in the first row of the table in the 2005 column represents
all loss reserves developed in all years of occurrence prior to and including 2005, recognized on the company’s balance
sheet at December 31, 2005.
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The second row entitled “Gross reserves for unpaid claims and claim expenses developed in 2006 adjusted for changes
in exchange rates and scope of consolidation” indicates the amount that would have been developed initially at the
booking date had the exchange rates for the current year been used (for reserves recognized by AXA Group entities
that do not use the Euro as their functional currency) and assuming an identical scope of consolidation to that used for
the last diagonal of the table.
Preparation of the last diagonal must take account of the fact that, following the merger of some newly-acquired
portfolios with the AXA Group’s existing portfolios, it is not always technically possible to distinguish, within payments
made in a given year in respect of prior occurrence years, between those relating to the historical portfolio and those
relating to the recently-acquired portfolio. In these cases, the merged scope is used to prepare the last diagonal of the
table, even in the columns corresponding to years before the one in which the most recent portfolio was acquired.
However, with effect from the development of loss reserves at end 2006, the company uses the method which consists
in completing each column of the table using the same scope as that used for "Gross reserves for unpaid claims and
claim expenses developed initially at the booking date". In practice, therefore, with effect from the 2006 column, the
differences between the first and second rows are mainly due to exchange rate impacts and only marginally to changes
in scope of consolidation.
Also with effect from end 2006, IBNR reserves related to construction insurance in France have been included in the
loss reserve development for the first time, and the development of all annuity reserves for the Property & Casualty
segment are presented separately.
The first section of the table entitled “Cumulative payments” shows, for a given column N, the cumulative amount of
payments related to years of occurrence prior to and including N, made since December 31 of year N.
The second part of the table entitled “Reserve re-estimated” shows, for a given column N, an estimate of the final cost
of liabilities carried at December 31 of year N in respect of all years of occurrence prior to and including N, at each
future period end. The final cost estimate varies as information relating to losses still outstanding becomes more reliable.
The surplus (shortfall) of the initial reserve with respect to the re-estimated gross final cost for each year represents, for
a given year N, the difference between the amount shown on the second row (gross reserves for unpaid claims and
claims expenses developed in 2006 adjusted for changes in exchange rates and scope of consolidation) and the
amount shown in the final diagonal under “Reserve re–estimated”.
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14.6.1. Loss reserves development table: Property & Casualty
and International Insurance (excluding AXA RE)
(in Euro million except percentages)
1996 | 1997(b) | 1998 | 1999(c) | 2000 | 2001 | 2002 | 2003 | 2004(d) | 2005 | 2006(e) | |||||||||||||
Gross reserves for unpaid claims and claim expenses developed initially at the booking date(d) | 5,847 | 20,371 | 20,941 | 26,656 | 26,916 | 28,636 | 28,465 | 27,825 | 29,128 | 31,168 | 41,193 | ||||||||||||
Gross reserves for unpaid claim and claim expenses developed in 2006 adjusted for changes in exchange rates and scope of consolidation(d) | 18,232 | 21,548 | 22,167 | 24,708 | 25,712 | 27,236 | 28,023 | 28,962 | 29,843 | 31,253 | 41,193 | ||||||||||||
Cumulative payments at: | |||||||||||||||||||||||
One year later | 1,388 | 4,737 | 4,745 | 7,727 | 6,807 | 6,715 | 6,371 | 6,075 | 6,180 | 6,084 | |||||||||||||
Two years later | 5,759 | 6,632 | 6,818 | 11,184 | 10,302 | 9,900 | 9,554 | 9,233 | 8,871 | ||||||||||||||
Three years later | 7,327 | 8,087 | 9,361 | 13,474 | 12,378 | 12,440 | 11,846 | 11,332 | |||||||||||||||
Four years later | 8,351 | 10,338 | 10,632 | 14,798 | 14,220 | 14,140 | 13,411 | ||||||||||||||||
Five years later | 10,619 | 11,218 | 11,384 | 16,239 | 15,297 | 15,410 | |||||||||||||||||
Six years later | 11,187 | 11,512 | 12,435 | 16,554 | 16,420 | ||||||||||||||||||
Seven years later | 11,387 | 12,508 | 12,889 | 17,667 | |||||||||||||||||||
Eight years later | 12,143 | 12,970 | 13,557 | ||||||||||||||||||||
Nine years later | 12,473 | 13,756 | |||||||||||||||||||||
Ten years later | 12,398 | ||||||||||||||||||||||
Reserve re-estimated at: | |||||||||||||||||||||||
One year later | 5,537 | 19,425 | 19,040 | 23,041 | 27,069 | 27,425 | 26,856 | 27,527 | 29,179 | 29,878 | |||||||||||||
Two years later | 13,881 | 17,510 | 19,407 | 26,294 | 25,919 | 25,718 | 26,219 | 26,791 | 27,833 | ||||||||||||||
Three years later | 13,864 | 17,971 | 22,048 | 25,542 | 24,864 | 25,610 | 25,835 | 26,920 | |||||||||||||||
Four years later | 14,214 | 20,162 | 21,485 | 24,409 | 24,665 | 25,542 | 25,783 | ||||||||||||||||
Five years later | 16,742 | 19,873 | 20,804 | 24,304 | 24,658 | 25,756 | |||||||||||||||||
Six years later | 16,439 | 19,052 | 20,820 | 24,174 | 25,093 | ||||||||||||||||||
Seven years later | 16,024 | 19,293 | 20,671 | 24,720 | |||||||||||||||||||
Eight years later | 16,272 | 19,267 | 21,049 | ||||||||||||||||||||
Nine years later | 16,188 | 19,864 | |||||||||||||||||||||
Ten years later | 15,825 | ||||||||||||||||||||||
Cumulative redundancy (deficiency) from the initial gross reserves in excess of re-estimated gross reserves(a): | |||||||||||||||||||||||
Amount | 2,408 | 1,684 | 1,118 | (12) | 619 | 1,481 | 2,241 | 2,043 | 2,010 | 1,375 | na | ||||||||||||
Percentages | 13.2% | 7.8% | 5.0% | 0.0% | 2.4% | 5.4% | 8.0% | 7.1% | 6.7% | 4.4% | na |
(a) It is not appropriate to extrapolate future redundancies or future deficiences based on the loss reserve development presented in the table, as conditions and trends that have affected development of the liability in prior periods may not necessarily occur in the future periods.
(b) AXA acquired Compagnie UAP (“UAP”) on January 1, 1997. The operations of AXA and UAP were integrated in 1998. At the date of acquisition, UAP had net reserves of€13.7 billion. The outstanding claim reserves and claim expenses of UAP’s Property & Casualty operations are included in the year end reserves as of December, 31, 1997 and after. Cumulative payments and reserve development for 1998 and after include the development of integrated Property & Casualty liabilities of AXA, including UAP, as loss development data specific to UAP are not available and there is no reasonable basis of allocating cumulative payments and reserves re-estimated between AXA and UAP post-acquisition.
(c) AXA acquired GRE in May 1999. GRE’s operations have been integrated within AXA. At the time of acquisition, GRE’s gross reserves totaled€5.6 billion.
(d) In 2004, AXA Corporate Solution Assurance US, AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to “other international activities”. The reserves of AXA Corporate Solution Assurance U.S. were presented on an occurring year basis and included in the Property & Casualty loss reserve development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were presented on an underwriting year basis and included in the AXA RE loss reserve development table.
(e) In 2006, Winterthur’s operations have been integrated within AXA. Total loss reserves developed amounted to€41.2 billion including€8.6 billion in respect of Winterthur.
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14.6.2. Loss reserves development table: AXA RE
On December 21, 2006, the AXA Group finalized an agreement to sell the AXA RE reinsurance business to Paris Ré
Holding. Under the terms of the agreement, AXA retains exposure to any changes in the final cost of claims occurring
before December 31, 2005. However, the proportional treaty put in place as part of the agreement between AXA RE and
Paris Ré protects AXA entirely from any claims occurring after January 1, 2006. Consequently, the table below shows the
development of loss reserves recognized in AXA RE’s balance sheet at each year-end until December 31, 2005. Reserves
recognized after that, which correspond to exposure assumed fully by Paris Ré, have not been developed.
(inEuro million except percentages) | |||||||||||||||||||||
1996 | 1997 | 1998 | 1999 | 2000 | 2001(c) | 2002 | 2003 | 2004(d) | 2005 | ||||||||||||
Gross reserves for unpaid claims and claim expenses developed initially at the booking date(a) | 2,646 | 2,880 | 3,060 | 3,396 | 3,455 | 5,868 | 4,778 | 4,200 | 3,314 | 4,523 | |||||||||||
Gross reserves for unpaid claims and claim expenses developed in 2006(d) | 2,646 | 2,880 | 3,060 | 3,396 | 3,453 | 5,868 | 4,778 | 3,742 | 3,314 | 4,253 | |||||||||||
Initial retroceded reserves | (196) | (285) | (416) | (430) | (393) | (1,652) | (1,020) | (853) | (410) | (1,048) | |||||||||||
Retroceded reserves in 2006(d) | (196) | (285) | (416) | (430) | (393) | (1,652) | (1,020) | (461) | (502) | (1,048) | |||||||||||
Initial net claims reserves in excess of (less than) re-estimated net claim reserves | 2,450 | 2,595 | 2,644 | 2,966 | 3,060 | 4,216 | 3,758 | 3,281 | 2,812 | 3,205 | |||||||||||
Cumulative payments at: | |||||||||||||||||||||
One year later | 615 | 583 | 956 | 1,165 | 1,218 | 1,987 | 1,441 | 950 | 1,127 | 1,191 | |||||||||||
Two years later | 965 | 1,094 | 1,594 | 1,893 | 1,860 | 3,198 | 2,113 | 1,543 | 1,574 | ||||||||||||
Three years later | 1,230 | 1,430 | 2,000 | 2,265 | 2,449 | 3,603 | 2,570 | 1,784 | |||||||||||||
Four years later | 1,427 | 1,685 | 2,232 | 2,779 | 2,549 | 3,978 | 2,768 | ||||||||||||||
Five years later | 1,586 | 1,815 | 2,677 | 2,726 | 2,770 | 4,140 | |||||||||||||||
Six years later | 1,689 | 2,101 | 2,566 | 2,894 | 2,874 | ||||||||||||||||
Seven years later | 1,953 | 1,971 | 2,697 | 2,966 | |||||||||||||||||
Eight years later | 1,813 | 2,060 | 2,755 | ||||||||||||||||||
Nine years later | 1,881 | 2,114 | |||||||||||||||||||
Ten years later | 1,929 | ||||||||||||||||||||
Reserve re-estimated at: | |||||||||||||||||||||
One year later | 2,970 | 2,945 | 3,743 | 3,969 | 4,199 | 5,922 | 5,012 | 3,438 | 3,797 | 4,061 | |||||||||||
Two years later | 2,829 | 3,159 | 3,817 | 4,105 | 4,061 | 6,183 | 4,163 | 3,642 | 3,621 | ||||||||||||
Three years later | 2,891 | 3,168 | 3,772 | 3,955 | 4,034 | 5,314 | 4,374 | 3,514 | |||||||||||||
Four years later | 2,844 | 3,045 | 3,643 | 4,027 | 3,817 | 5,536 | 4,281 | ||||||||||||||
Five years later | 2,754 | 2,941 | 3,722 | 3,755 | 3,944 | 5,466 | |||||||||||||||
Six years later | 2,612 | 2,964 | 3,444 | 3,845 | 3,887 | ||||||||||||||||
Seven years later | 2,692 | 2,724 | 3,521 | 3,797 | |||||||||||||||||
Eight years later | 2,468 | 2,774 | 3,478 | ||||||||||||||||||
Nine years later | 2,513 | 2,736 | |||||||||||||||||||
Ten years later | 2,482 | ||||||||||||||||||||
Cumulative redundancy (deficiency) from the initial gross claim reserves in excess of (less than) re-estimated gross claim reserves | 164 | 144 | (418) | (401) | (434) | 402 | 497 | 228 | (307) | 192 | |||||||||||
Re-estimated retroceded reserves | 240 | 349 | 512 | 445 | 398 | 1,160 | 759 | 396 | 631 | 1,074 | |||||||||||
Premium adjustment(b) | 570 | 637 | 724 | 1,034 | 1,281 | 1,387 | 1,289 | 580 | 373 | 388 | |||||||||||
Re-estimated net claim reserves | 1,672 | 1,750 | 2,242 | 2,318 | 2,208 | 2,919 | 2,233 | 2,538 | 2,617 | 2,599 | |||||||||||
Initial net claim reserves in excess of (less than) re-estimated net claim reserves as at December 31, 2006 | |||||||||||||||||||||
Amount(a) | 778 | 845 | 402 | 648 | 852 | 1,297 | 1,525 | 743 | 195 | 733 | |||||||||||
Percentages of original net reserve(a) | 31.8% | 32.6% | 15.2% | 21.8% | 27.8% | 30.8% | 40.6% | 22.6% | 6.9% | 22.9% |
(a) The loss reserve development table is presented on an underwriting year basis for AXA RE business. Accordingly reserves re-estimated and the excess of re- estimated reserves of the initial reserves include reserves for losses occurring up to twelve months subsequent to the original year-end. It is not appropriate to extrapolate future redundancies or future deficiencies based on the loss reserve development presented in the table, as conditions and trends that have affected the development of the liability in prior periods may not necessarily occur in future periods.
(b) Represents premium earned subsequent to the accounting year-end and premium reinstatements / experience-rated premiums received and accrued from the ceding insurers as assumed losses were incurred.
(c) In 2001, AXA RE’s claim reserves were adversely affected by the September 11 attacks.
(d) In 2004, AXA Corporate Solution Assurance US, AXA RE P&C Insurance and AXA RE P&C Reinsurance Company were transferred from AXA RE to the “other international activities”. The reserves of AXA Corporate Solution Assurance U.S. were presented on an occurring year basis and included in the Property & Casualty loss reserve development table. The reserves of AXA RE P&C Insurance Company and AXA RE Reinsurance Company were presented on an underwriting year basis and included in the AXA RE loss reserve development table.
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14.6.3. Reconciliation between developed reserves and total recognized claim reserves
(in Euro million)
TOTAL GROSS CLAIM RESERVES | 2006 | 2005 | 2004 | ||||
Gross claims and other reserves developed | |||||||
Property & Casualty and International Insurance (excluding AXA RE)(a) | 41,193 | 31,168 | 29,128 | ||||
AXA RE(a) | – | 4,253 | 3,314 | ||||
Future policy benefits annuity reserves (separately developed from 2006) | 2,492 | – | – | ||||
Total gross claims and other reserves developed | 43,685 | 35,421 | 32,442 | ||||
Construction reserves (PSNEM) | – | 1,126 | 1,056 | ||||
Future policy benefits annuity reserves | – | 1,528 | 1,212 | ||||
Other reserves(b) | 5,242 | 2,098 | 2,082 | ||||
of which AXA RE liabilities | 3,038 | – | – | ||||
Total gross claims and other reserves excluding Life & Savings segment | 48,927 | 40,173 | 36,792 |
(a) Total gross claims and other reserves developed are presented on the basis of the loss reserve development table. The reserves of AXA Corporate Solution
Assurance U.S. were included in Property & Casualty and International Insurance loss reserves. The reserves of AXA RE P&C Insurance Company and AXA
RE Reinsurance Company (€282 million in 2006 and€409 million in 2005) were included in AXA RE's loss reserve development table.
(b) Mainly reserves on acceptations (€771 million in 2006,€938 million in 2005 and€975 million in 2004).
14.7. Environmental pollution and asbestos
AXA continues to receive claims from policies written in prior years asserting damages from asbestos-related and
environmental-related exposures. These asbestos claims relate primarily to bodily injuries suffered by those who came
in contact with asbestos, while environmental claims relate primarily to pollution related clean-up costs.
AXA’s exposure to asbestos and environmental (“A&E”) claims originates primarily from the following contracts:
– Insurance or reinsurance of US-originated risks: this exposure arises primarily from the reinsurance of U.S. cedants
or from direct policies written in the London Market (excess of primary covers). The underlying exposure is made-up
of both asbestos and pollution claims.
– Employers Liability insurance in Europe: this created exposure to asbestos-related claims, in particular on the UK market.
There is considerable uncertainty as to the future cost of A&E claims. The ultimate cost of claims is very much
dependent on legal factors that are difficult to predict with any certainty. There have been in the past, and continue to
be, frequent occurrences of inconsistent court decisions and judicial interpretations regarding the extent of liability and
the level of damages awarded.
It is common to have issues of allocation of responsibility among potentially responsible parties, as well as involvement
of multiple insurers and multiple policy periods. Such issues raise considerable coverage uncertainties.
Asbestos-related claims typically have very long latency periods. For instance, mesothelioma can take in excess of
40 years to develop after inhalation of asbestos fibers. This latency period makes it difficult to estimate accurately the
future number of asbestos-related claims, the future potential liability associated with such claims and creates unusual
sensitivity to future legal and economic developments.
AXA actively manages its exposure to A&E claims. Most of the Group’s A&E claims are managed by AXA Liabilities
Managers, a specialized unit in charge of managing the Group’s non-life run-offs.
AXA Liabilities Managers manages these risks in a proactive manner, with a view to reducing AXA’s exposure to the
uncertainties in these claims. All A&E claims are thus managed by dedicated teams of experts who use a variety of claims-
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resolution techniques including settlements, policy buy-backs and, in certain cases, litigation. In addition, AXA Liabilities
Managers focuses specifically on final resolutions of exposures, either through commutations or other solutions.
The calculation of reserves for A&E risks raises specific difficulties as conventional reserving techniques cannot be used for evaluating IBNR. As a result, AXA evaluates the future cost of those claims using a range of specific methods based either on exposure analysis, frequency / cost projections or reserving benchmarks. A&E reserves are reviewed on a yearly basis to ensure that they adequately reflect the latest claims experience, as well as legal and economic developments. Consistent with AXA’s reserving practices, and despite the particularly long-tail nature of those risks, reserves for A&E are undiscounted.
Due to the uncertainty surrounding A&E claims, it is not possible to determine their future cost with the same degree
of certainty as for other types of claims. Although AXA considers its reserves for A&E claims to be adequate, it is
possible that, under some adverse scenarios, they may turn out to be insufficient to cover future losses.
At year-end 2006, key data relating to A&E claims were as follows:
(in Euro million)
2006 | 2005 | ||||||||
Gross of reinsurance | Net of reinsurance | Gross of reinsurance | Net of reinsurance | ||||||
EVOLUTION OF RESERVES – ASBESTOS | |||||||||
Reserves for losses and loss expenses at beginning of year | 1,046 | 966 | 875 | 793 | |||||
Impact of change in exchange rates | (48) | (45) | 68 | 62 | |||||
Losses and loss expenses incurred | 206 | 224 | 161 | 158 | |||||
Losses and loss expenses paid | (113) | (98) | (58) | (47) | |||||
Reserves for losses and loss expenses at end of year (at constant scope) | 1,091 | 1,046 | 1,046 | 966 | |||||
Change in scope (Integration of Winterthur) | 85 | 77 | |||||||
Reserves for losses and loss expenses at end of year (new scope) | 1,176 | 1,123 | 1,046 | 966 | |||||
of which Reported losses (1) | 268 | 227 | 352 | 288 | |||||
of which IBNR losses (2) | 908 | 896 | 694 | 678 | |||||
RESERVES ADEQUACY RATIOS | |||||||||
3 - Year Survival ratio excluding commutations(a) | 32 years | 34 years | 30 years | 32 years | |||||
IBNR (2) / Case Reserves (1) | 338% | 394% | 197% | 235% | |||||
Cumulative Payments to date / Projected Ultimate Cost | 35% | 33% | 33% | 31% |
(a) Average yearly payments over the last 3 years (excluding commutations) / Reserves at the end of the year.
(in Euro million)
2006 | 2005 | ||||||||
Gross of reinsurance | Net of reinsurance | Gross of reinsurance | Net of reinsurance | ||||||
EVOLUTION OF RESERVES – POLLUTION | |||||||||
Reserves for losses and loss expenses at beginning of year | 152 | 134 | 146 | 121 | |||||
Impact of change in exchange rates | (10) | (10) | 14 | 13 | |||||
Losses and loss expenses incurred | (18) | (13) | 1 | 2 | |||||
Losses and loss expenses paid | (31) | (28) | (10) | (2) | |||||
Reserves for losses and loss expenses at end of year (at constant scope) | 93 | 83 | 152 | 134 | |||||
Change in scope (Integration of Winterthur) | 9 | 9 | |||||||
Reserves for losses and loss expenses at end of year (new scope) | 102 | 92 | 152 | 134 | |||||
of which Reported losses (1) | 46 | 39 | 81 | 71 | |||||
of which IBNR losses (2) | 56 | 53 | 71 | 63 | |||||
RESERVES ADEQUACY RATIOS | |||||||||
3 - Year Survival ratio excluding commutations(a) | 16 years | 22 years | 10 years | 13 years | |||||
IBNR (2) / Case Reserves (1) | 122% | 134% | 87% | 88% | |||||
Cumulative Payments to date / Projected Ultimate Cost | 66% | 61% | 53% | 47% |
(a) Average yearly payments over the last 3 years (excluding commutations) / Reserves at the end of the year.
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At constant scope and on a net of reinsurance basis, AXA paid claims and legal costs of€126 million in 2006 (including
€98 million in respect of asbestos and€28 million in respect of environmental pollution). This is significantly higher than
in prior years because several large commutations were made during the year, in line with AXA’s strategy to reduce the
volatility associated with this type of exposure. Those commutations also explain the material decrease in the amount
of reported losses.
During the year, and on a constant scope basis, AXA incurred losses and loss expenses of€211 million net of
reinsurance (respectively€224 million in respect of asbestos and€–13 million in respect of environmental pollution).
This is primarily due to a higher-than-anticipated number of losses reported in respect of asbestos-related exposures
in the United Kingdom, as well as to the implementation of additional methods for estimating the future costs of such
claims.
As a result of the integration of Winterthur, AXA also assumed additional reserves for A&E exposures. On a net of
reinsurance basis, these reserves amount to€87 million, of which€77 million in respect of asbestos and€9 million in
respect of pollution.
As a result of those various changes and after allowing for movements in exchange rates, AXA held total reserves for
A&E (net of reinsurance) of€1,215 million at year-end 2006. As can be seen from the above chart, reserves adequacy
ratios remained close to their 2005 levels, with the exception of the IBNR / case reserve ratio which showed a significant
increase due to the combined impact of commutations and increase in IBNR.
14.8. Liabilities arising from policyholders’ participation
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Policyholders’ participation reserves | 11,453 | 7,478 | 6,717 | ||||
Fund for Future Appropriation (FFA) – UK With-Profit contracts(a) | 4,668 | 4,529 | 2,761 | ||||
Policyholders’ deferred participation liabilities | 8,796 | 11,276 | 8,066 | ||||
TOTAL | 24,918 | 23,284 | 17,544 |
(a) As described in note 1.12.2 on accounting principles, the adoption of FRS 27 in the United Kingdom led to restatements in all the periods presented
(see note 14 for details).
The deferred policyholders’ participation liability also includes the impact of shadow accounting (see definition in 1.12.2)
mainly in relation to unrealized gains and losses on invested financial assets available for sale as described in 13.2.1.
Liabilities arising from policyholders’ participation for all insurance activities amounted to€24,918 million including
€4,365 million related to the acquisition of Winterthur.
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14.9. Payment and surrender projections and components
of insurance contract liabilities
In the tables presented in section 14.9.1 and 14.9.2, liabilities arising from Life & Savings and Property & Casualty
insurance and investment contracts exclude contracts where financial risk is borne by policyholders. These liabilities are
not exposed to interest-rate or duration risk, except unit-linked contracts with performance guarantees. Subsidiaries
hold unit-linked assets backing the corresponding liabilities arising from these contracts. Occasional mismatches result
solely from administrative timing differences in the processing of day-to-day operations.
14.9.1. Payment and surrender projections
The table below shows the breakdown of projected payments and surrenders related to Life & Savings and Property &
Casualty insurance and investment contracts excluding contracts where financial risk is borne by policyholders. Actual
maturities may differ significantly from the estimates set out below, mainly because, as already mentioned, some of the
contracts contain a surrender option controlled by the policyholder that may reduce their duration.
The projections shown below cannot be compared with the reserves carried on the balance sheet and are higher than
the published balance sheet figures because they represent expected cash flows without any discounting element.
They are also shown net of inflows of periodical premiums payable by policyholders.
EXPECTED PAYMENTS BY PERIODS | (in Euro million) | ||||||||
2006 | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | TOTAL | ||||||
Liabilities arising from insurance and invesment contracts | 19,845 | 76,988 | 409,458 | 506,291 | |||||
of which Life & Savings liabilities relating to contracts including a surrender option with some surrender benefit before maturity | 5,061 | 42,870 | 220,690 | 268,621 | |||||
The figures shown in the first row represent estimated cash flows for death, incapacity and disability claims, surrenders, annuities, minimum guaranteed benefits for unit-linked contracts, Property & Casualty and Health claims, net of premiums due from policyholders under contracts in-force. These cash flows are based on assumptions regarding mortality, incapacity and disability, surrender and settlement frequency for Property & Casualty, which are consistent with past experience in the Group’s business. They are gross of reinsurance. Given the strong use of estimates, it is likely that actual payments will differ. |
14.9.2. Components of insurance contract liabilities
The table below and related comments exclude contracts where financial risk is borne by policyholders (unit-linked contracts).
The general principles for establishing insurance liabilities are set out in note 1 of this report. Liabilities are based on
estimates, and one of the key assumptions used in these estimates is the discount rate.
As shown in the table below, 93% of Life & Savings reserves (excluding unit-linked contracts) are discounted. 14% are
subject to a revision of the discount rate. 79% retain the rate set at subscription, subject to the liability adequacy test
described in note 1.
By convention, contracts with zero guaranteed rates are deemed not-discounted, except for products offering
guaranteed rates updated annually and for one year: these contracts are presented in discounted reserves.
Reserves for savings contracts with non-zero guaranteed rates are discounted at the technical interest rate.
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Contracts for which the assumptions are revised in the financial statements at closing mainly consist of certain UK With-
Profit contracts and reserves for guarantees (Guaranteed Minimum Death Benefits, etc.).
In Property & Casualty business, most reserves (95%) are not discounted, except for incapacity and disability contracts
and annuity motor mathematical reserves, where the discount rate is revised regularly. Undiscounted reserves are not
sensitive to interest rate risks in the financial statements.
The rates presented in the table below are weighted average rates for all the portfolios under consideration. They should
be analyzed with care. For contracts with guaranteed rates that are revised annually, rates are crystallized at the closing
date. The risk factors associated with the contracts are set out in note 4.
(in Euro million) | |||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||
Carrying value | Average discount rate % | Carrying value | Average discount rate % | Carrying value | Average discount rate % | ||||||||
Life & Savings – locked-in discount rate(a) | 235,220 | 3.00% | 193,557 | 3.40% | 179,722 | 3.52% | |||||||
Life & Savings – unlocked discount rate | 43,410 | 3.31% | 30,615 | 3.17% | 29,119 | 3.33% | |||||||
Life & Savings – undiscounted reserves | 20,459 | 7,976 | 7,653 | ||||||||||
Sub-total Life & Savings | 299,089 | 232,148 | 216,494 | ||||||||||
Non Life – locked-in discount rate(a) | 2,172 | 4.16% | 2,082 | 3.57% | 1,468 | 4.50% | |||||||
Non Life – unlocked discount rate | 753 | 2.13% | 844 | 2.17% | 845 | 2.31% | |||||||
Non Life – undiscounted reserves | 54,938 | 44,942 | 41,568 | ||||||||||
Sub-total – Non Life | 57,863 | 47,868 | 43,881 | ||||||||||
Total insurance and investment contracts | 356,952 | 280,017 | 260,375 |
(a) Subject to liability adequacy tests.
Amounts are presented excluding the impact of derivatives on insurance and investment contracts (presented in section 19.4) and excluding liabilities
related to unearned revenues and fees, and to policyholder bonuses. Liabilities relating to contracts where the financial risk is borne by policyholders
are also excluded.
ANALYSIS OF THE IMPACT OF UNLOCKING THEDISCOUNT RATE – LIFE & SAVINGS | (in Euro million) | ||||||||||
2006 | |||||||||||
Carrying value | Gross change in technical liabilities | Impact of deferred policyholder participation (incl. FFA inthe UK) | Impact of deferred tax (incl. p/h inthe UK) | TOTAL | |||||||
Insurance contracts: Discounted reserves – unlocked discount rate | 32,422 | 69 | – | (24) | 45 | ||||||
Investment contracts with DPF: Discounted reserves – unlocked discount rate | 10,320 | – | – | – | – | ||||||
Investment contracts with no DPF: Discounted reserves – unlocked discount rate | 667 | 81 | – | (24) | 57 | ||||||
TOTAL – Insurance and investment contracts | 43,410 | 150 | – | (48) | 101 |
14.9.3. Major business areas
The tables in section 20.1. set out the Group’s major insurance business areas, and reflect the Group’s high level of
diversification.
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14.10. Embedded derivatives meeting the definition of an
insurance contract
AXA sells insurance contracts that contain a variety of options and guarantees for contract-holders. These features are
described in note 4. They are not embedded derivatives which AXA reports separately at fair value because:
– many of the features would be considered clearly and closely related to the host contract, and
– many of the features themselves would qualify as insurance contracts under phase I.
This note describes the features that are embedded derivatives and meet the definition of an insurance contract on a
stand-alone basis. The primary features can be divided into two broad categories: guaranteed minimum death benefits
(GMDBs) or guaranteed minimum income benefits (GMIBs) offered on unit-linked contracts and guaranteed annuity
purchase rates.
GMDB features provide a guaranteed death benefit which may be higher than the contract account balances of the
unit–linked contract, depending on performance of the unit-linked assets. GMIB features provide a guaranteed lifetime
annuity which may be elected by the contract-holder after a stipulated waiting period, and which may larger than what
the contract account balance could purchase at then-current annuity purchase rates.
The risk of GMDB and GMIB features to AXA is that protracted under-performance of the financial markets could result
in benefits being higher than the accumulated policyholder account balances could support. Reserves are established
for these features on the basis of actuarial assumptions related to projected benefits and related contract charges. The
determination of estimated GMDB and GMIB liabilities is based on models which involve numerous estimates and
subjective judgments, including those regarding expected market rates of return and volatility, contract surrender rates
and GMIB election rates. There can be no assurance that ultimate experience will not differ from management’s
estimates. In addition to providing for risk through establishing reserves, AXA also manages the risk through a
combination of reinsurance programs and active financial risk management programs including investment in
exchange-traded fut ures contracts and other instruments.
Guaranteed annuity purchase rates provide contract-holders with a guarantee that at a future date the accumulated
balance on their contract will be sufficient to purchase a lifetime annuity at currently defined rates. The risk to AXA in
these features is either that longevity will improve significantly so that contract-holders electing to exercise this benefit
will live longer than assumed in the guaranteed purchase rates, or that investment returns during the payout period will
be lower than assumed in the guaranteed purchase rates. Reserves are established for these features on the basis of
actuarial assumptions related to projected benefits and related contract charges. The determination of this estimated
liability is based on models which involved numerous estimates and subjective judgments, including those regarding
expected rates of return and volatility, contract surrender rate, mortality, and benefit election rates. T here can be no
assurance that ultimate experience will not differ from management’s estimates. In addition to providing for risk through
establishing reserves, AXA also manages these risks through asset-liability management programs including interest
rate floors to protect against a decline in interest rates.
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Note 15: Provisions for risks and charges
15.1. Breakdown of provisions for risks and charges
Provisions for risks and charges include the following items:
(in Euro million) | |||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Employee benefits | 7,447 | 7,755 | 6,621 | ||||
Share-based compensation | 167 | 91 | 59 | ||||
Restructuring provisions | 104 | 163 | 231 | ||||
Lawsuits contingency provisions | 217 | 217 | 155 | ||||
Liability warranty provisions | 39 | 1 | 18 | ||||
Contingent liabilities relating to business combinations | – | – | – | ||||
Other provisions for risks and charges | 1,010 | 534 | 644 | ||||
TOTAL PROVISIONS FOR RISKS AND CHARGES | 8,984 | 8,761 | 7,729 |
Provisions for risks and charges carried by Winterthur subsidiaries amounted to€1,125 million at end December 2006.
Comments onprovisions relating to employee benefitscan be found in note 25 “Employees”.
15.2. Change in provisions for risks and charges (excluding
employee benefits and share-based compensation)
Changes in provisions for risks and charges are set out below:
(in Euro million)
2006 | |||||||||||||
Restructuring provisions | Lawsuits contingency provisions | Liability warranty provisions | Contingent liabilities relating to business combinations | Other provisions for risks and charges | TOTAL | ||||||||
Carrying value – January, 1 | 163 | 217 | 1 | – | 534 | 914 | |||||||
Financial cost related to dezactualisation(a) | – | – | – | – | – | – | |||||||
Impact of change in scope of consolidation and changes in accounting method | 15 | 54 | 39 | – | 499 | 607 | |||||||
Increase in provisions | 8 | 12 | (1) | – | 263 | 283 | |||||||
Write back after use | (68) | (50) | – | – | (209) | (327) | |||||||
Write back after final cost review | (5) | (16) | – | – | (72) | (93) | |||||||
Impact of foreign exchange fluctuations | (9) | – | – | – | (5) | (14) | |||||||
Carrying value – December, 31 | 104 | 217 | 39 | – | 1,010 | 1,370 |
(a) In the case where provisions are discounted.
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(in Euro million) | |||||||||||||||
2005 | 2004 | ||||||||||||||
Restructuring provisions | Lawsuits contingency provisions | Liability warranty provisions | Contingent liabilities relating to business combinations | Other provisions for risks andcharges | TOTAL | TOTAL | |||||||||
Carrying value – January, 1 | 231 | 155 | 18 | – | 644 | 1,048 | 1,179 | ||||||||
Financial cost related to dezactualisation(a) | – | – | – | – | – | – | – | ||||||||
Impact of change in scope of consolidation and changes in accounting method | 5 | – | – | (3) | (133) | (131) | (56) | ||||||||
Increase in provisions | 17 | 85 | – | – | 203 | 305 | 352 | ||||||||
Write back after use | (106) | (15) | – | 3 | (159) | (277) | (249) | ||||||||
Write back after final cost review | (4) | (9) | (18) | – | (42) | (73) | (154) | ||||||||
Impact of foreign exchange fluctuations | 20 | – | – | – | 19 | 39 | (24) | ||||||||
Carrying value – December, 31 | 163 | 217 | 1 | – | 534 | 914 | 1,048 |
(a) In the case where provisions are discounted.
All provisions related to the Winterthur group described in this note correspond to liabilities that existed before the
acquisition and have not arisen as a result of the acquisition.
At December 31, 2006,restructuring provisionstotaled€104 million (including€18 million for Winterthur group
subsidiaries), mainly comprising€55 million in the United States following the MONY acquisition,€17 million in Germany
(including€6 million for Winterthur), and€14 million in the United Kingdom (including€7 million for Winterthur UK).
Litigation provisionstotaled€217 million (including€57 million for Winterthur group subsidiaries and notably
€34 million in Belgium), mainly comprising€50 million in France,€47 million at AXA Bank Belgium and€25 million at
Compagnie Financière de Paris.
Liability warranty provisionstotaled€39 million and mainly relate to Winterthur and disposals made by the Group
in the past few years (€32 million carried by AXA LM Switzerland).
Other provisions for risks and chargestotaled€1,010 million including€409 million related to Winterthur
subsidiaries, notably within the scope managed by AXA LM Switzerland. These provisions concern management of run-
off portfolios, reinsurance agreements or businesses sold in the past, mostly related to activities of Winterthur’s former
Closed Portfolio Management.€174 million of provisions have been taken in Switzerland for risks related to the
Winterthur Life branch in Taiwan.
Other provisions (excluding amounts related to Winterthur) include€101 million in France,€107 million in the United
Kingdom,€76 million in Australia and New Zealand,€76 million at Compagnie Financière de Paris,€78 million in asset
management (including€33 million at AllianceBernstein in respect of Dynegy),€45 million in international insurance and
€51 million in Japan.
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Note 16: Financing debt
16.1. Financing debt by issuance
(in Euro million)
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | |||||
AXA(b) | 4,908 | 4,432 | 4,139 | ||||
Debt component of subordinated convertible notes due 2014 (euro) | 1,660 | 1,608 | 1,558 | ||||
Debt component of subordinated convertible notes, 3.75% due 2017 (euro) | 1,168 | 1,127 | 1,089 | ||||
Subordinated convertible notes due 2020 (euro) | 180 | 180 | 215 | ||||
U.S. registered redeemable subordinated debt, 8.60% 2030 (euro) | 960 | 1,118 | 952 | ||||
U.S. registered redeemable subordinated debt, 7.125% 2020 (GBP) | 484 | 474 | 461 | ||||
U.S. registered redeemable subordinated debt, 6.75% 2020 (euro) | 1,062 | 1,062 | 1,070 | ||||
Derivatives on debts instruments issued(a) | (605) | (1,137) | (1,205) | ||||
AXA Financial | 153 | 171 | 442 | ||||
Surplus Notes, 6.95%, due 2005 | – | – | 294 | ||||
Surplus Notes, 7.70%, due 2015 | 152 | 169 | 147 | ||||
MONY Life 11.25% Surplus Notes, due 2024 | 1 | 2 | 1 | ||||
AXA Bank Belgium | 416 | 378 | 339 | ||||
Subordinated notes, 2.80% to 6.90%, due 2016 | 416 | 378 | 339 | ||||
Other subordinated debt (under€100 million) | 86 | 92 | 121 | ||||
SUBORDINATED DEBT | 5,563 | 5,073 | 5,041 | ||||
AXA | 2,198 | 842 | 899 | ||||
Euro Medium Term Notes, 6.0% due through 2013, and BMTN | 971 | 1,041 | 1,183 | ||||
Commercial paper | 1,350 | – | – | ||||
Other | – | – | 5 | ||||
Derivatives on financing debt instruments issued(a) | (124) | (199) | (289) | ||||
AXA Financial | 1,077 | 1,187 | 1,256 | ||||
Senior notes, 7.75%, due 2010 | 363 | 405 | 351 | ||||
Senior notes, 7%, due 2028 | 264 | 295 | 255 | ||||
Senior notes, 6.5%, due 2008 | 190 | 212 | 183 | ||||
Senior notes MONY, 8.35%, due 2010 | 250 | 285 | 253 | ||||
MONY Group Inc. notes, due 2005 | – | – | 210 | ||||
Derivatives on financing debt instruments issued(a) | 10 | (11) | 4 | ||||
AXA UK Holdings | 229 | 225 | 219 | ||||
GRE: Loan Notes, 6.625%, due 2023 | 229 | 225 | 219 | ||||
Derivatives on financing debt instruments issued(a) | – | – | – | ||||
AXA Equitable | 266 | 566 | 498 | ||||
Mortgage notes, floating rate | 266 | 297 | 257 | ||||
Closed-Block MONY, 6.44%, due 2017 | – | 254 | 220 | ||||
Derivatives on financing debt instruments issued(a) | – | 15 | 21 | ||||
Other financing debt instruments issued (less than€100 million) | (81) | (2) | 30 | ||||
Other financing debts instruments issued under€100 million | 11 | 11 | 32 | ||||
Derivatives relating to other debts instruments issued(a) | (92) | (14) | (1) | ||||
FINANCING DEBT INSTRUMENTS ISSUED | 3,688 | 2,817 | 2,903 | ||||
Netherlands holdings | 10 | 17 | 17 | ||||
AXA Investment Managers | – | – | – | ||||
Other financing debts owed to credit institutions (under€100 million) | 85 | – | – | ||||
Derivatives on financing debt owed to credit institutions(a) | – | – | – | ||||
FINANCING DEBT OWED TO CREDIT INSTITUTIONS | 95 | 17 | 17 | ||||
TOTAL FINANCING DEBT | 9,347 | 7,906 | 7,961 |
(a) Hedging instruments according to IAS 39 and economic hedge derivatives which are not acting as hedge under IAS 39.
(b) As described in note 1.11.2, subordinated perpetual notes have been reclassified in equity for all periods presented. See note 13 for further details.
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Following publication of the IFRIC update by the IFRIC Agenda Committee in November 2006 based on the IASB’s comments,
subordinated perpetual notes and related interest have been reclassified as shareholders’ equity and are therefore treated in
the same way as the deeply subordinated notes. These notes issued by the Group are described in detail in note 13.
Financing debt excluding perpetual debt classified as shareholders’ equity increased by€1,441 million, or by
€1,711 million at constant exchange rates. Movements in exchange rates therefore had a positive impact of
€270 million, mainly on AXA SA redeemable subordinated notes denominated in foreign currency and AXA Financial
senior bonds. The overall increase was mainly due to:
i. a€609 million increase in subordinated debt (including derivative instruments) at constant exchange rates arising
mainly from the decrease in market value of interest rate swaps following the rise in variable rates in the Euro zone;
ii. a€1,023 million increase in financing debt securities at constant exchange rates arising mainly from AXA SA
purchase of commercial paper (€1,350 million), partially offset by AXA Equitable early redemption of all its MONY
Closed-Block debt and related derivatives (€254 million and€15 million respectively);
iii. a€79 million increase in financing debt owed to credit institutions at constant exchange rates mainly arising from
the consolidation of Winterthur (€85 million including€75 million for Winterthur Leven NV in the Netherlands and
€10 million for Winterthur Life in Switzerland).
Derivative instruments hedging financing debts are commented in note 19.
16.2. Fair value measurement methodology – financing debt
(inEuro million) | |||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||
Carrying value | Fair value | Carrying value | Fair value | Carrying value | Fair value | ||||||||
Subordinated debt at cost(b) | 6,168 | 7,228 | 6,210 | 7,473 | 6,246 | 7,338 | |||||||
Derivatives on subordinated debt(a) | (605) | (605) | (1,137) | (1,137) | (1,205) | (1,205) | |||||||
Subordinated debt(b) | 5,563 | 6,623 | 5,073 | 6,337 | 5,041 | 6,133 | |||||||
Financing debt instruments issued at cost | 3,894 | 3,962 | 3,025 | 3,091 | 3,168 | 3,290 | |||||||
Derivatives on financing debt instruments issued(a) | (206) | (206) | (208) | (208) | (265) | (265) | |||||||
Financing debt instruments issued | 3,688 | 3,756 | 2,817 | 2,883 | 2,903 | 3,024 | |||||||
Financing debts owed to credit institutions at cost | 95 | 95 | 17 | 17 | 17 | 17 | |||||||
Financing debt owed to credit institutions | 95 | 95 | 17 | 17 | 17 | 17 | |||||||
FINANCING DEBT | 9,347 | 10,475 | 7,906 | 9,236 | 7,961 | 9,175 |
(a) Hedging instruments according to IAS 39 and economic hedge derivatives which are not acting as hedge under IAS 39.
(b) As described in note 1.11.2, subordinated perpetual notes have been reclassified in equity for all periods presented. See note 13 for further details.
The Group does not hold any financing debt designated as at fair value through profit & loss (fair value option or trading
instruments).
16.3. Fair value measurement of financing debt
Information on the fair value figures presented in this note is provided in addition to information on carrying values and
should be used with caution. As a matter of facts, on the one hand, these estimates are based on snapshots taken on
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accounts closing dates of parameters such as interest rates and spreads, which in fact fluctuate over time, and resulting
in instantaneous values, and on the other hand because there are many possible methods of making these estimates.
Data used when calculating the fair value of financing debt (financing debt instruments issued or financing debt owed
to credit institutions) are period-end market data that reflect (i) market interest rates by currency, (ii) AXA’s average
spread by maturity and currency, distinguishing subordinated and senior debt and (iii) options included in issue
contracts, such as issuer redemption options.
The fair value of subordinated convertible bonds is equal to the quoted price for these instruments at the end of the period.
Therefore, reported fair value includes the value of the conversion option, which is included as a component of equity.
The fair value of financing debt at December 31, 2006, excluding accrued interest but not yet due, was€10,475 million,
including related hedging derivative instruments.
16.4. Exposure to interest-rate risk and contractual maturities
The tables below set out the contractual maturities of financing debt (excluding the impact of derivatives). Effective
maturities may differ from those presented, mainly because some instruments include clauses allowing early
redemption, with or without penalty.
(in Euro million) | |||||||||
December 31, 2006 | |||||||||
Carrying value by contractual maturity | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | Total carryingvalue | ||||||
Financing debt | 1,854 | 1,011 | 7,293 | 10,158 | |||||
Excludes the impact of derivatives (detailed in section 19.4). |
(in Euro million) | |||||||||
December 31, 2005 | |||||||||
Carrying value by contractual maturity | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years(a) | Total carryingvalue | ||||||
Financing debt | 311 | 385 | 8,555 | 9,251 | |||||
Excludes the impact of derivatives (detailed in section 19.4). (a) As described in note 1.11.2, subordinated perpetual notes have been reclassified in equity for all periods presented. See note 13 for further details. |
(in Euro million) | |||||||||
December 31, 2004 | |||||||||
Carrying value by contractual maturity | |||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years(a) | Total carryingvalue | ||||||
Financing debt | 917 | 300 | 8,213 | 9,430 | |||||
Excludes the impact of derivatives (detailed in section 19.4). (a) As described in note 1.11.2, subordinated perpetual notes have been reclassified in equity for all periods presented. See note 13 for further details. |
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Note 17: Payables
17.1. Breakdown of payables
(in Euro million) | |||||||
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | |||||
Minority interests of controlled investment funds and other puttable instruments held by minority interests holders | 7,224 | 5,115 | 3,717 | ||||
Other debt instrument issued and bank overdrafts | 8,711 | 8,411 | 7,784 | ||||
Payables arising from direct insurance and inward reinsurance operations | 7,947 | 4,680 | 3,863 | ||||
Payables arising from outward reinsurance operations | 5,849 | 3,507 | 3,588 | ||||
Payables arising from banking activities | 16,992 | 12,083 | 12,285 | ||||
Payables – current tax position | 2,059 | 1,382 | 954 | ||||
Derivatives relating to other financial liabilities(a) | 124 | 303 | 1 | ||||
Debts relating to investments under a lending agreement | 24,098 | 14,771 | 7,047 | ||||
Other payables | 16,974 | 14,222 | 14,141 | ||||
Payables | 89,978 | 64,473 | 53,380 |
(a) Also includes speculative derivatives relating to other financial liabilities.
Payables, excluding Winterthur’s contribution (€9,264 million), amounted to€80,714 million at December 31, 2006.
Movements in the“Minority interests in controlled investment funds and other puttable instruments held by minority
interest holders”caption depend on:
- Changes in minority interests in controlled funds and changes in their fair value. An identical change in invested assets
held by these funds is also recorded.
- Buyouts of minority interests for which the Group holds an unconditional commitment and changes in value of related
puttable instruments. Entries balancing these movements are recorded under goodwill.
Minority interests in funds under this caption, excluding Winterthur’s contribution (€191 million), totaled€5,909 million
at December 31, 2006 (€4,326 million at December 31, 2005 and€3,223 million at December 31, 2004).
Other puttable instruments held by minority interest holders, excluding Winterthur’s contribution, totaled€1,003 million
at December 31, 2006 (€789 million December 31, 2005 and€494 million at December 31, 2004). They represent the
put option granted to minority shareholders of Sanford C. Bernstein. Put options held by the minority shareholders of
former Winterthur subsidiaries (€121 million) concern entities in Central Europe.
Debts relating to investments under a lending agreement, excluding Winterthur’s contribution (€172 million), totaled
€23,926 million at December 31, 2006, an increase of€9,155 million (€9,934 million at constant exchange rates)
mainly attributable to France (€4,378 million) and Japan (€4,708 million).
Other payables, excluding Winterthur’s contribution (€1,575 million), totaled€15,399 million at December 31, 2006.
F-151
17.2. Non-subordinated debt instruments issued and bank
overdrafts (other than financing debt)
17.2.1. Other debt instruments issued, notes and bank overdrafts
(other than financing debt) by issuance
(in Euro million) | |||||||
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | |||||
AllianceBernstein | 254 | 345 | 293 | ||||
“Senior” notes, 5.625%, expiration date 2006 | – | 345 | 293 | ||||
Derivatives on other debt instruments issued (other than financing debt) – Alliance Capital | – | – | – | ||||
Short term commercial paper, 5.3% | 254 | – | – | ||||
French bank | – | 5 | 8 | ||||
AXA Banque | – | 5 | 8 | ||||
Derivatives on other debt instruments issued (other than financing debt) – French bank | – | – | – | ||||
AXA SA debts subscribed on behalf of French, English and German subsidiaries | 150 | 186 | 215 | ||||
CDO (Collateralized Debt Obligations) and Real Estate Vehicles | 1,275 | 1,507 | 1,422 | ||||
CDO ARIA2 tranche A-23E7 | – | 48 | – | ||||
CDO ARIA2 tranche A-23U7 | – | 93 | – | ||||
CDO ARIA2 tranche U-21E7 | 34 | – | – | ||||
Derivatives on other debt instruments issued (other than financing debt) – CDO (Collateralized Debt Obligations) | – | – | – | ||||
Aria A-1E5 | 195 | 194 | 195 | ||||
Aria B-1E5 | – | 55 | 55 | ||||
Aria C-1E5 | 55 | 53 | 55 | ||||
Aria P-2G7 | 310 | 288 | 289 | ||||
Concerto 2 | 382 | 476 | 464 | ||||
Jazz 1 | 300 | 299 | 269 | ||||
Ecureuil | – | – | 95 | ||||
Australia / New Zealand | 174 | 141 | – | ||||
Sterling Grace | 174 | 141 | – | ||||
Other financial services in France | – | 35 | 257 | ||||
Fonds Immobilier Paris Office Funds (FIPOF) | – | – | 60 | ||||
Rheinhyp Rheinische Hypotheken Bank, Aktiengesellschaft (London Branch) | – | – | 131 | ||||
Other | – | 35 | 66 | ||||
Derivatives on other debt instruments issued (other than financing debt) – Other financial services | – | – | – | ||||
DBV | 2,796 | – | – | ||||
HOHO 1: class A Senior Class A Mortgage-backed notes, maturity 2030, 3 months Euribor + 0.31%, Floating | 190 | – | – | ||||
HOHO 1: class B Mezzanine Class B Subordinated Mortgage-backed notes, maturity 2030, 7%, Fixed rated | 13 | – | – | ||||
HOHO 1: class C Junior Class C Subordinated Mortgage-backed notes, maturity 2030, 8%, Fixed rated | 5 | – | – | ||||
HOHO 2: class A1 Senior Class A1 Mortgage-backed notes, maturity 2080, 3 months Euribor + 0.26%, Floating | 263 | – | – | ||||
HOHO 2: class A2 Senior Class A2 Mortgage-backed notes, maturity 2080, 4.73%, Fixed rated | 54 | – | – | ||||
HOHO 2: class B Mezzanine Class B Mortgage-backed notes, maturity 2080, 5.04%, Fixed rated | 18 | – | – | ||||
HOHO 2: class C Junior Class C Mortgage-backed notes, maturity 2080, 5.64%, Fixed rated | 7 | – | – | ||||
HOHO 2: class D Subordinated Class D Notes, maturity 2080, 3 months Euribor + 3.75%, Floating | 4 | – | – | ||||
HOHO 3: class A Senior Class A Mortgage-backed notes, maturity 2083, 3 months Euribor + 0.13%, Floating | 707 | – | – | ||||
HOHO 3: class B Mezzanine Class B Subordinated Mortgage-backed notes, maturity 2083, 3 months Euribor + 0.19%, Floating | 19 | – | – | ||||
HOHO 3: class C Junior Class C Subordinated Mortgage-backed notes, maturity 2083, 3 months Euribor + 0.29%, Floating | 9 | – | – | ||||
HOHO 3: class D Subordinated Class D Notes, maturity 2083, 3 months Euribor + 1.40%, Floating | 7 | – | – | ||||
HOHO 4: class A Senior Class A Mortgage-backed Floating rate notes, maturity 2083, 3 months Euribor + 0.03%, Floating | 1,492 | – | – | ||||
HOHO 4: class B Subordinated Class B Floating rate notes, maturity 2083, 3 months Euribor + 0.35%, Floating | 10 | – | – | ||||
Other | 66 | 13 | – | ||||
Derivatives on other debt instruments issued (other than financing debt) – Other | – | – | – |
F-152
(in Euro million)
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | |||||
OTHER DEBT INSTRUMENTS ISSUED (OTHER THAN FINANCING DEBT) | 4,715 | 2,233 | 2,196 | ||||
CDO (Collateralized Debt Obligations) | 161 | 284 | 403 | ||||
Jazz 1 | 161 | 284 | 403 | ||||
Derivatives on other issued debt (other than financing debt) – CDO (Collateralized Debt Obligations) | – | – | – | ||||
Other financial services in France | 38 | 50 | 91 | ||||
AXA Banque | 38 | 50 | 91 | ||||
Derivatives on other issued debt (other than financing debt) – Other financial services in France | – | – | – | ||||
Other financial services in Germany | 125 | 215 | 301 | ||||
AXA Vorsorgebank | 125 | 215 | 301 | ||||
Derivatives on other issued debt (other than financing debt) – Other financial services in Germany | – | – | – | ||||
Other financial services in Belgium | 1,026 | 4,563 | 4,128 | ||||
AXA Bank Belgium | 1,026 | 4,563 | 4,128 | ||||
Derivatives on other issued debt (other than financing debt) - Other financial services in Belgium | – | – | – | ||||
Real estate investment funds | 895 | – | – | ||||
ERIV: AFET Amortizing mortgage loan based on EURIBOR 3 month + 1.45 point, maturity date: 2011 | 214 | – | – | ||||
ERIV: CORTEFIEL Mortgage loan based on Euribor 3 month + 0.85 point, maturity date: 2013 + 2x1 year | 165 | – | – | ||||
Vendome Commerce: AFET Amortizing mortgage loan based on EURIBOR 3 month + 1.45 point, maturity date: 2011 | 214 | – | – | ||||
Other debts(a) | 301 | 177 | – | ||||
Other | 416 | 126 | 1 | ||||
Derivatives on other issued debt (other than financing debt) – Other | (3) | – | – | ||||
OTHER DEBT (OTHER THAN FINANCING DEBT) – OWED TO CREDIT INSTITUTIONS | 2,658 | 5,415 | 4,924 | ||||
Bank overdrafts | 1,338 | 762 | 664 | ||||
OTHER DEBT INSTRUMENTS ISSUED, NOTES (OTHER THAN FINANCING DEBT) AND BANK OVERDRAFTS | 8,711 | 8,411 | 7,784 |
(a) Including European Office Income Venture debt which was presented in 2005 in caption “Other debt instruments issued (other than financing debt)” and
totaling€177 million at end 2005.
At December 31, 2006, other debt instruments issued (other than financing debt) and bank overdrafts, excluding
Winterthur’s contribution (€3,058 million mainly relating to the integration of Holland Homes SPEs, which securitize
mortgages in the Dutch DBV Life business) totaled€5,653 million, in decrease of€2,758 million. The decrease, which
was€2,712 million at constant exchange rates, was mainly due to:
- Reclassification of AXA Bank Belgium’s debts related to securities sold under repurchase agreement. As at January 1,
2006, these liabilities have been classified as payables arising from banking activities instead of other debt
instruments issued (other than financing debt) and overdrafts, which led to a decrease of€3,242 million.
- Redemption of AllianceBernstein’s fixed-rate bond debt (€345 million).
- A€296 million decrease in AXA Bank Belgium’s debt as part of its liquidity management in banking activities.
- A€238 million decrease of CDO’s other debts instruments issued (other than financing debt).
- Lower debts at CDO Jazz 1 (€123 million), in line with lower volume of managed assets backing these credit lines.
- A€90 million reduction in the operational debt of AXA Vorsorgebank following the transfer of the mortgage business
to the insurance company (AXA Leben).
These movements were partly offset by:
- A€332 million increase in bank overdrafts.
- A€290 million increase in deposits under AXA SA's collateral agreements.
F-153
- First-time consolidation of real estate company European Retail Income Venture (€380 million), a€59 million increase in European Office Income Venture’s debt and a€214 million increase in Vendome Commerce’s debt.
- AllianceBernstein’s purchase of commercial paper (€284 million at constant exchange rates and€254 million at
closing rates).
17.3. Fair value measurement of other debt instruments
issued and bank overdrafts (other than financing debt)
The fair value of other debt instruments issued and bank overdrafts (other than financing debt), excluding Winterthur’s
contribution (€3,058 million) was€5,654 million at December 31, 2006. Including Winterthur, the fair value was
therefore€8,712 million, which is very close to the carrying value. Among the issues included in the table above, fair
value is only calculated for other debt instruments issued. Other items mainly comprise repo agreements or short-term
interbank liabilities carried by group banks. By nature, their fair value is very similar to their nominal value.
17.3.1. Other debt instruments issued and bank overdrafts
(other than financing debt) by accounting method
(in Euro million)
December 31, 2006 Carrying value | December 31, 2005 Carrying value | December 31, 2004 Carrying value | |||||
Debt instruments issued at cost | 586 | 902 | 596 | ||||
Debt instruments issued held as trading | – | – | – | ||||
Debt instruments issued designated as at fair value through profit & loss | 4,129 | 1,508 | 1,600 | ||||
Debt instruments issued | 4,715 | 2,410 | 2,196 | ||||
Debt owed to credit institutions held at cost | 2,535 | 5,112 | 4,924 | ||||
Debt owed to credit institutions held as trading | – | – | – | ||||
Debt owed to credit institutions designated as at fair value through profit & loss | 126 | 127 | – | ||||
Debt owed to credit institutions | 2,661 | 5,239 | 4,924 | ||||
Bank overdrafts | 1,338 | 762 | 664 | ||||
DEBT INSTRUMENTS ISSUED AND BANK OVERDRAFTS (OTHERTHANFINANCINGDEBT)(a) | 8,714 | 8,411 | 7,784 | ||||
Including debt at fair value through profit & loss | 4,255 | 1,637 | 1,600 |
(a) Excludes the impact of derivatives.
F-154
17.3.2. Other debt instruments issued, notes and bank overdrafts measured at fair value
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||||||||
Fair value determined directly by reference toan activemarket | Fair value estimated using valuation technique | Total | Fair value determined directly by reference toan activemarket | Fair value estimated using valuation technique | Total | Fair value determined directly by reference toan activemarket | Fair value estimated using valuation technique | Total | |||||||||||
Debt instruments issued held as trading | – | – | – | – | – | – | – | – | – | ||||||||||
Debt instruments issued designated as at fair value through profit & loss | 594 | 3,536 | 4,129 | 726 | 782 | 1,508 | 1,600 | – | 1,600 | ||||||||||
Debt instruments issued (other than financing debt) | 594 | 3,536 | 4,129 | 726 | 782 | 1,508 | 1,600 | – | 1,600 | ||||||||||
Debt owed to credit institutions held as trading | – | – | – | – | – | – | – | – | – | ||||||||||
Debt owed to credit institutions designated as at fair value through profit & loss | 126 | – | 126 | 129 | – | 129 | – | – | – | ||||||||||
Debt owed to credit institutions (other than financing debt)(a) | 126 | – | 126 | 129 | – | 129 | – | – | – |
(a) Excludes the impact of derivatives.
The fair value option is used to measure debt other than financing debt designated as at fair value through profit and
loss included in the table above. The increase in debt measured at fair value through profit and loss is mainly due to
the consolidation of Holland Homes, a special purpose entity created by Winterthur to securitize excess mortgage loans
granted by DBV Life Netherlands.
17.4. Payables arising from direct insurance,
inward reinsurance operations and direct outward
reinsurance operations
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||
Carrying value | Fair value | Carrying value | Fair value | Carrying value | Fair value | ||||||||
Deposit and guarantees | 275 | 275 | 45 | 45 | 25 | 25 | |||||||
Current accounts payable to other companies | 1,223 | 1,223 | 771 | 771 | 564 | 564 | |||||||
Payables to policyholders, brokers and general agent | 6,248 | 6,248 | 3,494 | 3,494 | 3,119 | 3,119 | |||||||
Other payables | 217 | 217 | 371 | 371 | 155 | 155 | |||||||
Premiums to be transferred – reinsurance pools | (16) | (16) | – | – | – | – | |||||||
Payables arising from direct insurance and inward reinsurance operations | 7,947 | 7,947 | 4,680 | 4,680 | 3,863 | 3,863 | |||||||
Deposit and guarantees | 1,850 | 1,850 | 1,508 | 1,508 | 1,376 | 1,376 | |||||||
Current accounts payable to other companies | 3,941 | 3,941 | 1,927 | 1,927 | 2,213 | 2,213 | |||||||
Other payables | 58 | 58 | 72 | 72 | – | – | |||||||
Payables arising from direct outward reinsurance operations | 5,849 | 5,849 | 3,507 | 3,507 | 3,588 | 3,588 |
F-155
At December 31, 2006, payables arising from direct insurance and inward reinsurance operations, excluding Winterthur’s
contribution (€3,451 million) totaled€4,496 million, a decrease of€184 million compared to December 31, 2005.
At December 31, 2006, payables arising from direct outward reinsurance operations, excluding Winterthur’s
contribution (€372 million), totaled€5,477 million, an increase of€1,970 million compared to December 31, 2005,
mainly due to the implementation of a proportional reinsurance treaty between AXA RE and Paris Ré (€2,159 million)
as part of the Group’s sale of AXA RE’s business.
17.5. Maturity and interest-rate risk exposure
(in Euro million)
December 31, 2006 | |||||||||
Carrying value by contractual maturity | Total | ||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | carrying value | ||||||
Other debt instruments issued, notes and bank overdrafts | 3,526 | 795 | 4,394 | 8,714 | |||||
Excludes the impact of derivatives (detailed in section 19.4). |
(in Euro million) | |||||||||
December 31, 2005 | |||||||||
Carrying value by contractual maturity | Total | ||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | carrying value | ||||||
Other debt instruments issued, notes and bank overdrafts | 6,158 | 168 | 2,085 | 8,411 | |||||
Excludes the impact of derivatives (detailed in section 19.4). |
(in Euro million) | |||||||||
December 31, 2004 | |||||||||
Carrying value by contractual maturity | Total | ||||||||
12 months or less | More than 1 year up to 5 years | More than 5 years | carrying value | ||||||
Other debt instruments issued, notes and bank overdrafts | 4,932 | 965 | 1,886 | 7,783 | |||||
Excludes the impact of derivatives (detailed in section 19.4). |
F-156
Note 18: Tax
18.1. Tax expense
18.1.1. Breakdown of tax expense between current and deferred tax
The income tax charge was split as follows:
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Income tax – France(a) | 124 | 188 | 608 | ||||
Current | 991 | 95 | 519 | ||||
Deferred | (867) | 93 | 89 | ||||
Income tax – Foreign countries(a) | 1,868 | 1,206 | 1,206 | ||||
Current | 1,037 | 1,101 | 770 | ||||
Deferred | 831 | 104 | 436 | ||||
Income tax relating to items reclassified in shareholders’ equity(b) | 51 | 96 | 31 | ||||
TOTAL INCOME TAX FROM CONTINUED OPERATIONS | 2,043 | 1,490 | 1,844 | ||||
Income tax from discontinued operations (current) | – | – | – | ||||
Income tax from discontinued operations (deferred) | – | – | – | ||||
TOTAL INCOME TAX FROM DISCONTINUED OPERATIONS | – | – | – | ||||
TOTAL INCOME TAX | 2,043 | 1,490 | 1,844 |
(a) As described in notes 1.12.2 and 1.11.2 on accounting principles, the adoption of FRS 27 in the United Kingdom and the reclassification of Perpetual
Deeply Subordinated notes to shareholders’ equity led to restatements in all the periods presented (see notes 14 and 13 respectively for details).
(b) This line shows the tax effect of reclassifying in equity items such as interest expense on perpetual deeply subordinated notes and any unrealized foreign
exchange differences on perpetual debt.
The current tax amount due on foreign income amounted to€1,037 million (€1,101 million and€770 million respectively
in 2005 and 2004), including€243 million policyholder tax (€163 million and€148 million respectively in 2005 and 2004).
The deferred tax amount due on foreign income amounted to€831 million (€104 million and€436 million respectively
in 2005 and 2004), including€169 million policyholder tax (€395 million and€–28 million respectively in 2005 and 2004).
Policyholder tax is a specific tax levied on the life business of UK insurance companies. The pension business is not
subject to this tax. Policyholder tax is calculated on the basis of “income minus expenses”. It is charged to the
policyholder by deduction from the unit value of unit-linked contracts or directly from the surplus available for distribution
to policyholders in the case of With-Profit contracts.
F-157
18.1.2. Tax proof
The reconciliation between the theoretical tax charge (pre-tax profit multiplied by the applicable tax rate in France for
the period concerned) and the effective tax charge was as follows:
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Net income, gross of tax expense and before equity in income from affiliated companies(a) | 7,767 | 6,275 | 6,056 | ||||
Notional tax rate | 34.43% | 34.93% | 35.43% | ||||
Notional tax charge | 2,674 | 2,192 | 2,146 | ||||
Impact of rate differences on notional tax charge | (77) | (117) | (149) | ||||
Impact of the change in tax rates | (87) | (26) | (17) | ||||
Income taxable at different tax rates | 78 | 318 | 34 | ||||
Impact of change in tax rates | (87) | 175 | (132) | ||||
Impact of tax losses used but not recorded in the previous year | (51) | (32) | (12) | ||||
Deferred tax assets booked on tax losses not previously recognized | (82) | (16) | (24) | ||||
Tax losses generated in the year but not recognized | 18 | 11 | 35 | ||||
Impairment of DTA on tax losses of previous years(b) | 19 | (387) | 75 | ||||
Tax losses impact | (95) | (423) | 75 | ||||
Permanent difference on financial income and expenses(c) | (385) | (665) | (288) | ||||
Permanent difference on other income and expenses | 30 | 44 | 94 | ||||
Impact of permanent differences | (355) | (622) | (194) | ||||
Correction of tax payable on the previous year | (199) | (180) | (60) | ||||
Reestimation of deferred tax assets(b) | (4) | (34) | (23) | ||||
Other(c) | 108 | 382 | 34 | ||||
Impact of correction, decrease in value and other elements | (95) | 168 | (49) | ||||
Effective tax charge | 2,043 | 1,490 | 1,844 | ||||
Effective tax rate (%) | 26.30% | 23.74% | 30.45% |
From 2006:
(a) Income before tax expense and equity in income from affiliated companies is shown before the contribution from equity-accounted companies.
(b) Impairment of DTA arising on tax losses is shown in “Tax losses impact”. The 2005 and 2004 figures are presented in a similar way for comparability.
(c) In 2006, the elimination of non-taxable dividends from consolidated companies is shown in “Permanent differences on financial income and expenses”.
The applicable tax rate broke down as follows:
(in Euro million)
December31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||||||
Net income, gross of tax expense and before equity in income from affiliated companies(b) | Notional tax rate | Net income, gross of tax expense and before equity in income from affiliated companies(b) | Notional tax rate | Net income, gross of tax expense and before equity in income from affiliated companies(b) | Notional tax rate | |||||||||
France(a) | 856 | 34.43% | 1,209 | 34.93% | 1,564 | 35.43% | ||||||||
United States | 2,152 | 35.00% | 1,815 | 35.00% | 1,317 | 35.00% | ||||||||
United Kingdom | 879 | 30.00% | 930 | 30.00% | 493 | 30.00% | ||||||||
Japan | 427 | 36.21% | 25 | 36.21% | 475 | 36.21% | ||||||||
Germany | 573 | 40.00% | 505 | 40.00% | 247 | 40.00% | ||||||||
Belgium | 681 | 33.99% | 420 | 33.99% | 505 | 33.99% | ||||||||
Other countries | 2,199 | – | 1,371 | – | 1,456 | – | ||||||||
TOTAL | 7,767 | – | 6,275 | – | 6,056 | – |
From 2006:
(a) Tax on holding companies based in France is presented under France.
(b) Income before tax expense and equity in income from affiliated companies is shown before the contribution from equity-accounted companies. The
2005 and 2004 figures are presented in a similar way for comparability.
F-158
18.2. Deferred tax
Net deferred tax balances broke down as follows:
(in Euro million) | |||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||
Deferred tax assets | Deferred tax liaiblities | Net deferred tax position | Net deferred tax position | Net deferred tax position | |||||||
Deferred tax Assets/(Liabilities) concerning: | |||||||||||
– Deferred tax through profit & loss | 7,320 | 8,258 | (939) | (380) | (316) | ||||||
– Deferred tax through reserves relating to the fair value adjustment of AFS assets | 215 | 2,048 | (1,833) | (2,557) | (2,243) | ||||||
– Deferred tax through reserves relating to the fair value adjustment of CFH derivatives | – | 29 | (28) | (65) | (55) | ||||||
– Deferred tax through reserves relating to the revaluation of tangible assets | – | 1 | (1) | (1) | – | ||||||
– Deferred tax through reserves relating to gains and losses on defined benefits pension plans | 244 | 20 | 224 | 369 | 140 | ||||||
– Deferred tax through reserves in relation to stock options | 143 | 1 | 142 | 87 | – | ||||||
Net deferred tax excluding policyholders’ tax | 7,921 | 10,357 | (2,436) | (2,547) | (2,474) | ||||||
Policyholder tax – Net deferred tax(a)assets/(liabilities) | 245 | 1,514 | (1,268) | (1,033) | (582) | ||||||
Total net deferred tax | 8,166 | 11,871 | (3,705) | (3,580) | (3,056) |
(a) As described in note 1.12.2 on accounting principles, the adoption of FRS 27 in the United Kingdom led to restatements in all the periods presented
(see note 14 for details).
In the table above, the net balances represent the difference between deferred tax assets and deferred tax liabilities
carried on the Group’s consolidated balance sheet. However, the information provided on the sources of deferred tax
assets and liabilities are shown before netting.
(in Euro million) | |||||||||||||
2006 | |||||||||||||
Opening | Movements through profit & loss | Movements through OCI | Forex impact | Change in scope and other variations | Closing | ||||||||
Deferred tax through profit & loss | (380) | 194 | – | 56 | (808) | (939) | |||||||
Deferred tax through reserves relating to the fair value adjustment of AFS assets | (2,557) | – | 697 | 41 | (14) | (1,833) | |||||||
Deferred tax through reserves relating to the fair value adjustment of CFH derivatives | (65) | – | 16 | – | 21 | (28) | |||||||
Deferred tax through reserves relating to the revaluation of tangible assets | (1) | – | – | – | – | (1) | |||||||
Deferred tax through reserves relating to gains and losses on defined benefits pension plans | 369 | – | (129) | (5) | (12) | 224 | |||||||
Deferred tax through reserves in relation to stock options | 87 | – | 67 | (12) | – | 142 | |||||||
Net deferred tax assets/(liabilities) excluding policyholder tax | (2,547) | 194 | 652 | 79 | (813) | (2,436) | |||||||
Policyholder tax – Deferred tax through profit & loss | (1,026) | (157) | – | (23) | (61) | (1,268) | |||||||
Policyholder tax – Deferred tax through reserves relating to the fair value adjustment of AFS assets | (7) | – | 7 | – | – | – | |||||||
Policyholder tax – Deferred tax through reserves relating to the fair value adjustment of CFH derivatives | – | – | 2 | – | (2) | – | |||||||
Policyholder tax – Net deferred tax assets/ (liabilities) | (1,033) | (157) | 8 | (24) | (63) | (1,268) | |||||||
Total net deferred tax assets / (liabilities) | (3,580) | 37 | 660 | 55 | (876) | (3,705) |
F-159
(in Euro million) | |||||||||||||
2005 | |||||||||||||
Opening | Movements through profit & loss | Movements through OCI | Forex impact | Change in scope andother variations | Closing | ||||||||
Deferred tax through profit & loss | (316) | 198 | – | (75) | (187) | (380) | |||||||
Deferred tax through reserves relating to the fair value adjustment of AFS assets | (2,243) | – | (296) | (61) | 42 | (2,557) | |||||||
Deferred tax through reserves relating to the fair value adjustment of CFH derivatives | (55) | (1) | (10) | – | – | (65) | |||||||
Deferred tax through reserves relating to the revaluation of tangible assets | – | – | (1) | – | – | (1) | |||||||
Deferred tax through reserves relating to gains and losses on defined benefits pension plans | 140 | – | 216 | 12 | 1 | 369 | |||||||
Deferred tax through reserves in relation to stock options | – | – | 63 | 5 | 20 | 87 | |||||||
Net deferred tax assets/(liabilities) excluding policyholder tax | (2,474) | 197 | (29) | (119) | (124) | (2,547) | |||||||
Policyholder tax – Deferred tax through profit & loss(a) | (579) | (396) | – | (19) | (144) | (1,026) | |||||||
Policyholder tax – Deferred tax through reserves relating to the fair value adjustment of AFS assets | (5) | – | (2) | – | – | (7) | |||||||
Policyholder tax – Deferred tax through reserves relating to the fair value adjustment of CFH derivatives | 2 | – | (2) | 2 | (3) | – | |||||||
Policyholder tax – Net deferred tax assets/ (liabilities) | (582) | (396) | (3) | (18) | (146) | (1,033) | |||||||
Total net deferred tax assets / (liabilities) | (3,056) | (198) | (32) | (136) | (270) | (3,580) | |||||||
(a) As described in notes 1.12.2 and 1.11.2 on accounting principles, the adoption of FRS 27 in the United Kingdom and the reclassification of Perpetual Deelply Subordinated notes to shareholders’ equity led to restatements in all the periods presented (see notes 14 and 13 respectively for details). |
Forecast reversal schedule for recognized deferred tax assets and expiration date:
DTA maturity date 1 year | DTA maturity date 2 years | DTA maturity date 3 years | |||||||
DTA recognised on tax loss carryforward | 261 | 57 | 48 | ||||||
Other recognized deferred tax | 1,673 | 379 | 346 | ||||||
TOTAL recognized DTA by expected date of DTA use | 1,933 | 436 | 395 | ||||||
Corresponding carryforward losses | 876 | 188 | 171 | ||||||
DTA recognised on tax loss carryforward | 5 | 2 | 46 | ||||||
Other recognized deferred tax | 322 | 55 | 58 | ||||||
TOTAL recognized DTA by latest date of DTA use | 327 | 57 | 103 | ||||||
Corresponding carryforward losses | 18 | 7 | 128 |
Forecast reversal schedule for unrecognized deferred tax assets and expiration date:
DTA maturity date 1 year | DTA maturity date 2 years | DTA maturity date 3 years | |||||||
Unrecognised DTA on tax losses carryforward | 56 | 82 | 7 | ||||||
Other unrecognized DTA | 22 | – | – | ||||||
TOTAL unrecognized DTA by expected date of DTA use | 78 | 82 | 7 | ||||||
Corresponding carryforward losses | 251 | 311 | 20 | ||||||
Unrecognised DTA on tax loss carryforward | – | 2 | 82 | ||||||
Other unrecognized deferred tax | 4 | – | – | ||||||
TOTAL unrecognized DTA by latest date of DTA use | 4 | 2 | 82 | ||||||
Corresponding carryforward losses | – | 7 | 363 |
F-160
(in Euro million)
2006 | |||||||||||||||
DTA maturity date 4 years | DTA maturity date 5 years | DTA maturity date 6 years | DTA maturity date between 7 and 11 years | DTA maturity date > 11 years | No maturity date | TOTAL | |||||||||
25 | 30 | 16 | 11 | 10 | – | 457 | |||||||||
366 | 567 | 158 | 1,803 | 2,172 | – | 7,464 | |||||||||
391 | 597 | 174 | 1,814 | 2,181 | – | 7,921 | |||||||||
114 | 128 | 82 | 77 | 45 | – | 1,682 | |||||||||
32 | 19 | 7 | 9 | 10 | 327 | 457 | |||||||||
80 | 159 | 14 | 218 | 982 | 5,578 | 7,464 | |||||||||
113 | 178 | 21 | 227 | 991 | 5,905 | 7,921 | |||||||||
89 | 52 | 20 | 25 | 45 | 1,298 | 1,682 |
(in Euro million)
2006 | |||||||||||||||
DTA maturity date 4 years | DTA maturity date 5 years | DTA maturity date 6 years | DTA maturity date between 7 and 11 years | DTA maturity date > 11 years | No maturity date | TOTAL | |||||||||
11 | 18 | 8 | 3 | 63 | – | 248 | |||||||||
– | – | – | 6 | 282 | – | 310 | |||||||||
11 | 18 | 8 | 9 | 345 | – | 558 | |||||||||
30 | 47 | 19 | 7 | 247 | – | 933 | |||||||||
20 | 14 | 12 | 4 | – | 114 | 248 | |||||||||
– | – | – | – | 1 | 305 | 310 | |||||||||
20 | 14 | 12 | 4 | 1 | 419 | 558 | |||||||||
71 | 36 | 30 | 11 | – | 415 | 933 |
F-161
Note 19: Derivative instruments
This note does not include derivative instruments that meet the definition of equity instruments (see note 13 for details)
or derivative instruments held by consolidated investment funds in the “satellite investment portfolio” (see note 1.7.2.),
which are recognized at fair value in accordance with IAS 39. However, it includes all other types of derivative
instrument.
19.1. Derivative instruments:
maturities, notional values and fair values
Maturity of notional amount as at December 31, 2006(a) | Notional amount | |||||||||||||||||||
< 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | > 5 years | December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||||||
Interest rate swaps | 10,236 | 3,805 | 8,812 | 9,788 | 3,593 | 32,515 | 68,749 | 78,392 | 76,894 | |||||||||||
Currency swaps | 13,881 | 3,935 | 1,721 | 2,759 | 1,561 | 10,605 | 34,462 | 26,237 | 23,207 | |||||||||||
Basic swaps | – | – | – | 120 | – | 194 | 314 | 792 | 609 | |||||||||||
Equity swaps | 1,244 | 21 | 15 | – | – | 56 | 1,337 | 1,124 | 1,077 | |||||||||||
Total return swaps | 4,662 | – | – | 2 | – | 2,311 | 6,976 | 1,770 | 2,451 | |||||||||||
SWAPS | 30,023 | 7,761 | 10,549 | 12,670 | 5,153 | 45,682 | 111,837 | 108,315 | 104,238 | |||||||||||
Caps | 2,291 | 45 | 7,206 | 7,045 | 1,095 | 7,700 | 25,382 | 42,326 | 43,490 | |||||||||||
Floors | – | 6,072 | 4,554 | 4,574 | 4,554 | 4,554 | 24,308 | 20,626 | 9,048 | |||||||||||
Collars | – | – | – | – | – | – | – | – | 47 | |||||||||||
Swaptions | 2,491 | 1,804 | 769 | 577 | 629 | 4,933 | 11,203 | 2,526 | 2,240 | |||||||||||
Calls bought | 4,241 | 28 | 12 | – | – | 478 | 4,760 | 1,338 | 1,602 | |||||||||||
Calls sold | 5 | 5 | – | – | – | – | 11 | 108 | 272 | |||||||||||
Puts bought | 221 | 110 | 88 | 83 | 722 | 240 | 1,463 | 796 | 323 | |||||||||||
Puts sold | 2,298 | 11 | – | – | – | – | 2,309 | 143 | – | |||||||||||
OPTIONS | 11,548 | 8,075 | 12,630 | 12,278 | 7,000 | 17,905 | 69,436 | 67,862 | 57,021 | |||||||||||
Forwards / Futures bought | 10,913 | 1,111 | – | – | – | – | 12,024 | 1,712 | 4,127 | |||||||||||
Forwards / Futures sold | 32,481 | 1,415 | 205 | – | – | – | 34,101 | 19,499 | 22,985 | |||||||||||
FORWARDS / FUTURES | 43,394 | 2,526 | 205 | – | – | – | 46,124 | 21,211 | 27,113 | |||||||||||
CREDIT DERIVATIVES | 129 | 75 | 1,451 | 6,166 | 1,291 | 742 | 9,854 | 9,771 | 2,393 | |||||||||||
Other derivatives | – | – | 9 | – | – | 629 | 638 | 13 | 80 | |||||||||||
TOTAL | 85,093 | 18,436 | 24,844 | 31,114 | 13,445 | 64,958 | 237,890 | 207,172 | 190,844 |
N.B.: This table includes all derivatives (assets and liabilities), i.e hedging, macrohedging and other, asset and liability positions.
(a) By convention, notional amounts are displayed in absolute value, and exclude potential netting out.
N.B.:€4,272 million of notional value on credit derivatives correspond to consolidated CDOs.
The consolidation of Winterthur had the effect of increasing derivatives by a net liability of€66 million, for a notional
amount of€32,087 million.
F-162
(in Euro million) | |||||||||||||||||||
Positive fair value | Negative fair value | Net fair value | Change in | ||||||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | fair value 2006/2005 | ||||||||||
1,307 | 2,113 | 1,810 | 1,099 | 777 | 627 | 208 | 1,336 | 1,183 | (1,128) | ||||||||||
1,854 | 958 | 1,717 | 693 | 909 | 586 | 1,161 | 49 | 1,130 | 1,112 | ||||||||||
17 | 54 | 4 | 5 | 3 | 33 | 11 | 50 | (29) | (39) | ||||||||||
171 | 50 | 55 | 246 | 95 | – | (75) | (46) | 54 | (30) | ||||||||||
365 | 273 | 240 | 225 | 8 | 9 | 140 | 265 | 231 | (125) | ||||||||||
3,713 | 3,447 | 3,825 | 2,268 | 1,792 | 1,255 | 1,445 | 1,656 | 2,570 | (211) | ||||||||||
17 | 18 | 39 | 207 | 255 | 276 | (190) | (237) | (236) | 46 | ||||||||||
7 | 10 | 4 | – | – | – | 7 | 10 | 4 | (4) | ||||||||||
– | – | – | – | – | – | – | – | – | - | ||||||||||
253 | 115 | 62 | – | – | – | 253 | 115 | 62 | 138 | ||||||||||
174 | 14 | 106 | – | 2 | – | 174 | 13 | 106 | 161 | ||||||||||
– | 1 | – | – | 1 | – | – | – | – | – | ||||||||||
68 | – | 8 | 12 | 19 | – | 56 | (19) | 8 | 75 | ||||||||||
– | – | – | 8 | – | – | (8) | – | – | (7) | ||||||||||
518 | 160 | 220 | 227 | 277 | 276 | 292 | (117) | (56) | 408 | ||||||||||
241 | 13 | 8 | 31 | 5 | 4 | 211 | 8 | 4 | 203 | ||||||||||
153 | 42 | 190 | 1,291 | 597 | 451 | (1,138) | (556) | (260) | (582) | ||||||||||
395 | 55 | 198 | 1,322 | 602 | 455 | (927) | (548) | (256) | (379) | ||||||||||
54 | 21 | 37 | 9 | 33 | – | 45 | (12) | 37 | 57 | ||||||||||
86 | 8 | 5 | 7 | – | 1 | 79 | 8 | 5 | 71 | ||||||||||
4,766 | 3,691 | 4,286 | 3,833 | 2,704 | 1,986 | 933 | 987 | 2,299 | (54) |
F-163
19.2. Hedge accounting derivatives
Hedging derivative instruments broke down as follows:
(in Euro million) | |||||||||||||||||||||
December31, 2006 | |||||||||||||||||||||
Derivative instruments used in fair valuehedging relationship | Derivative instruments used in a cash flow hedging relationship | Derivative instruments used inhedge of net investment ina foreign operation | Macro-hedges and other derivative instruments not qualifyingunder IAS 39 but generally used as economic hedges | Total | |||||||||||||||||
Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | ||||||||||||
Interest rate swaps | 3,728 | (97) | 996 | 59 | – | – | 64,025 | 246 | 68,749 | 208 | |||||||||||
Currency swaps | 164 | 6 | 234 | 15 | 9,554 | 1,093 | 24,509 | 46 | 34,462 | 1,161 | |||||||||||
Basic swaps | – | – | – | – | – | – | 314 | 11 | 314 | 11 | |||||||||||
Equity swaps | 1,224 | (153) | – | – | – | – | 112 | 78 | 1,337 | (75) | |||||||||||
Total return swaps | – | – | – | – | – | – | 6,976 | 140 | 6,976 | 140 | |||||||||||
SWAPS | 5,117 | (245) | 1,230 | 75 | 9,554 | 1,093 | 95,937 | 522 | 111,837 | 1,445 | |||||||||||
Caps | – | – | – | – | 290 | 3 | 25,092 | (193) | 25,382 | (190) | |||||||||||
Floors | – | – | – | – | – | – | 24,308 | 7 | 24,308 | 7 | |||||||||||
Collars | – | – | – | – | – | – | – | – | – | – | |||||||||||
Swaptions | – | – | 2,539 | 94 | – | – | 8,665 | 159 | 11,203 | 253 | |||||||||||
Calls bought | – | – | – | – | 1,554 | 46 | 3,206 | 128 | 4,760 | 174 | |||||||||||
Calls sold | – | – | – | – | – | – | 11 | – | 11 | – | |||||||||||
Puts bought | – | – | – | – | – | – | 1,463 | 56 | 1,463 | 56 | |||||||||||
Puts sold | – | – | – | – | 1,566 | (4) | 743 | (4) | 2,309 | (8) | |||||||||||
OPTIONS | – | – | 2,539 | 94 | 3,410 | 45 | 63,488 | 153 | 69,436 | 292 | |||||||||||
Forwards / Futures bought | 872 | 6 | – | – | 208 | 4 | 10,943 | 201 | 12,024 | 211 | |||||||||||
Forwards / Futures sold | 3,215 | (35) | – | – | 2,392 | 26 | 28,493 | (1,129) | 34,101 | (1,138) | |||||||||||
FORWARDS / FUTURES | 4,088 | (29) | – | – | 2,600 | 30 | 39,437 | (928) | 46,124 | (927) | |||||||||||
CREDIT DERIVATIVES | – | – | – | – | – | – | 9,854 | 45 | 9,854 | 45 | |||||||||||
Other derivatives | – | – | – | – | – | 21 | 638 | 58 | 638 | 79 | |||||||||||
TOTAL | 9,204 | (274) | 3,769 | 169 | 15,564 | 1,189 | 209,353 | (150) | 237,890 | 933 |
N.B.: This table includes all derivatives (assets and liabilities), i.e hedging, macrohedging and other, asset and liability positions.
F-164
(in Euro million) | |||||||||||||||||||||
December 31, 2005 | |||||||||||||||||||||
Derivative instruments used in fair valuehedging relationship | Derivative instruments used in a cash flow hedging relationship | Derivative instruments used inhedge of net investment ina foreign operation | Macro-hedges and other derivativeinstruments not qualifyingunder IAS 39 but generally used as economic hedges | Total | |||||||||||||||||
Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | ||||||||||||
Interest rate swaps | 6,395 | 204 | 1,030 | 78 | 240 | (2) | 70,727 | 1,056 | 78,392 | 1,336 | |||||||||||
Currency swaps | 2,554 | (151) | 20 | (1) | 9,484 | 228 | 14,179 | (26) | 26,237 | 49 | |||||||||||
Basic swaps | – | – | – | – | – | – | 792 | 50 | 792 | 50 | |||||||||||
Equity swaps | 378 | (104) | – | – | – | – | 746 | 59 | 1,124 | (46) | |||||||||||
Total return swaps | – | – | – | – | – | – | 1,770 | 265 | 1,770 | 265 | |||||||||||
SWAPS | 9,327 | (51) | 1,050 | 77 | 9,724 | 226 | 88,213 | 1,404 | 108,315 | 1,656 | |||||||||||
Caps | – | – | – | – | – | – | 42,326 | (237) | 42,326 | (237) | |||||||||||
Floors | – | – | – | – | – | – | 20,626 | 10 | 20,626 | 10 | |||||||||||
Collars | – | – | – | – | – | – | – | – | – | – | |||||||||||
Swaptions | – | – | – | – | – | – | 2,526 | 115 | 2,526 | 115 | |||||||||||
Calls bought | – | – | – | – | – | – | 1,338 | 13 | 1,338 | 13 | |||||||||||
Calls sold | – | – | – | – | – | – | 108 | – | 108 | – | |||||||||||
Puts bought | – | – | – | – | – | – | 796 | (19) | 796 | (19) | |||||||||||
Puts sold | – | – | – | – | – | – | 143 | – | 143 | – | |||||||||||
OPTIONS | – | – | – | – | – | – | 67,862 | (117) | 67,862 | (117) | |||||||||||
Forwards / Futures bought | – | – | – | – | – | – | 1,712 | 8 | 1,712 | 8 | |||||||||||
Forwards / Futures sold | 795 | (50) | – | – | – | – | 18,704 | (506) | 19,499 | (556) | |||||||||||
FORWARDS / FUTURES | 795 | (50) | – | – | – | – | 20,416 | (498) | 21,211 | (548) | |||||||||||
CREDIT DERIVATIVES | – | – | – | – | – | – | 9,771 | (12) | 9,771 | (12) | |||||||||||
Other derivatives | – | – | – | – | – | 6 | 13 | 2 | 13 | 8 | |||||||||||
TOTAL | 10,122 | (101) | 1,050 | 77 | 9,724 | 232 | 186,275 | 779 | 207,172 | 987 |
N.B.: This table includes all derivatives (assets and liabilities), i.e hedging, macrohedging and other, asset and liability positions.
F-165
Note 4 to the financial statements refers to risk management within the Group, and describes its main principles and
guidelines. In general, derivatives are used by the various entities and by the Company for economic hedging purposes,
with the exception of certain credit derivatives. However, the notion of hedge accounting within the meaning of IAS 39
only applies to a small portion of derivatives used by the Group. The overall objectives of the economic hedging
implemented by AXA are described briefly below, along with details of any items that qualify for hedge accounting in
the meaning of IAS 39.
In the tables above, the fourth column includes derivatives that do not qualify for hedge accounting under IAS 39, but
whose objective is nevertheless to provide economic hedging of a risk, with the exception of certain credit derivatives.
They include “macro hedging” derivatives as defined by the IASB in its amendment to IAS 39.
AXA uses derivative instruments mainly to manage its financial exposure to interest rate and exchange rate risks.
As at December 31, 2006, the notional amount of all derivative instruments, for trading and non-trading purposes,
totaled€238 billion (€207 billion and€191 billion respectively in 2005 and 2004). Their net fair value as at December 31,
2006 totaled€933 million (€987 million and€2,299 million respectively in 2005 and 2004).
While notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a
measure of risk because the notional amount greatly exceeds the possible credit and market loss that could arise from
such transactions. The AXA Group is exposed to credit risk in respect of its counterparties to the derivative instruments,
but is not exposed to credit risk on the entire notional amounts. The notional amounts do not represent the amounts
actually exchanged by the parties and thus are not a measure of the AXA Group’s exposure to the derivative
instruments. The AXA Group’s exposure is represented by the market value of the derivative contract at a given point
in time.
The risk management and associated economic hedging strategies are defined and managed by AXA’s local operations
in line with accounting regulations. Such economic hedging strategies include (i) managing interest-rate exposures on
fixed maturity investments, long-term debt and guaranteed interest rates on insurance contracts, (ii) managing foreign-
currency exposures on foreign-currency denominated investments and liabilities, and (iii) managing liquidity positions
(including the ability to pay benefits and claims when due) in connection with asset-liability management and local
regulatory requirements for insurance and banking operations.
As at December 31, 2006 and based on notional amounts, (i) 47% of the derivative instruments used consisted in swap
contracts (52% and 55% respectively in 2005 and 2004), (ii) 29% were option products (mainly caps, floors and collars)
(33% and 30% respectively at end December 2005 and 2004), (iii) 19% were futures and forwards (mainly other than
foreign currency products) versus 10% and 14% respectively at end 2005 and 2004, and (iv) 4% were credit derivatives,
compared to 5% and 1% respectively at end 2005 and 2004. Credit derivatives are an alternative option to investing
in fixed maturities issued by private sector companies.
As at December 31, 2006, the notional amount of hedging derivative instruments as defined by IAS 39 (fair value, cash
flow and net investment hedges) by the entire AXA Group totaled€28,537 million including€8,805 million for
Winterthur entities (€20,897 million in 2005 and€13,507 million in 2004). Their net fair value was€1 ,083 million
including€90 million for Winterthur entities (€208 million in 2005 and€1,083 million in 2004).
F-166
a. Swaps
Swap contractsare agreements between two parties to exchange one set of cash flows for another. Payments are
made on the basis of the swap’s notional value.
AXA primarily uses (i) interest-rate swap contracts to manage cash flows arising from interest received or paid, and (ii)
currency swap contracts to manage foreign-currency denominated cash flows or investments.
On a consolidated basis, the notional amount of such instruments as at December 31, 2006 was€111,837 million
including€6,300 million for the Winterthur entities (€108,315 million in 2005 and€104,238 million in 2004). Their
market value was€1,445 million including€–145 million for the Winterthur entities (€1,656 million in 2005 and
€2,570 million in 2004).
At December 31, 2006, interest-rate swaps accounted for 61% of all swaps used by AXA (versus 72% and 74%
respectively at end 2005 and 2004). They are used mainly by (i) the Company to limit its interest-rate exposure on debt
issued or amounts borrowed (notional value of€39,602 million compared to€31,612 million and€24,210 million
respectively at end 2005 and 2004), (ii) AXA Bank Belgium to hedge interest-rate risk exposures arising in the context
of its ordinary banking activities, in order to achieve an appropriate interest-rate spread between its interest-earnin g
assets and interest-bearing liabilities (notional value of€11,864 million versus€28,283 and€40,330 million
respectively at end 2005 and 2004, the decrease being due to a diversification in asset allocation as part of an active
treasury portfolio management policy) and (iii) AXA Japan (notional amount of€4,202 million versus€7,402 million and
€577 million respectively at end 2005 and 2004) to limit its risk exposure to interest-rate on its invested assets (fixed
maturities held directly and through consolidated mutual funds). The decrease in notional value at AXA Japan was
mainly due to the sale of directly held Euro-zone bonds, the proceeds of which were reinvested in Japanese bonds.
Currency swaps constitute another part of AXA’s hedging strategies to manage foreign currency cash flow exposures,
and are primarily used by AXA parent company (€20,542 million at end 2006 versus€17,156 million and
€12,050 million respectively at end 2005 and 2004), and by AXA Japan mainly to limit the exposure of its Euro and
U.S. dollar bond portfolio (€3,071 million versus€5,057 million and€5,540 million respectively at end 2005 and 2004).
As at December 31, 2006, 86% of the total notional amount of swaps did not qualify for hedge accounting under IAS 39
(81% at end 2005), and included€49,776 million for the Company (€38,566 million at end 2005) and€16,728 million
for AXA Bank Belgium (versus€27,826 million at end 2005) which, as part of its business, uses mainly Euro-
denominated forward rate agreements and interest-rate swaps that generate short-term profits.
The notional amounts of swaps used in fair value hedge relationships totaled€5,117 million as at December 31, 2006,
including€1,685 million for the Company to hedge its foreign currency financing debts,€1,708 million for AXA Japan (mainly
including€1,106 million of interest rate swaps and€602 million of equity swaps), and€937 million for AXA Bank Belgium.
The notional amounts of swaps used in cash flow hedge relationships totaled€1,230 million (€1,050 million at end 2005),
including€521 million of interest-rate swaps in Belgium (Life & Savings business),€351 million in Germany (Life & Savings
business) mainly in CDO investments, and€266 million of interest-rate swaps at the Australian holding company.
The notional amounts of swaps used in net foreign investment hedge relationships totaled€9,554 million
(€9,724 million at end 2005), including€8,718 million of currency swaps used by the Company.
F-167
b. Options
The options portfolio consists mainly of caps and floors.Interest rate caps and floorsare option-like agreements
where the seller agrees to pay the counterparty an amount equal to the difference, based on a notional amount,
between the interest rate of the specified index and the interest rate cap or floor. These products are used to hedge
against interest rate increases (caps) or decreases (floor).
The notional amount of these instruments as at December 31, 2006 was€49,690 million (€62,952 million and
€52,538 million respectively in 2005 and 2004), the decrease being mainly attributable to France, where some hedges
matured at end 2006 and were not replaced immediately. They represented 72% of the total notional amount of all
options (93% and 92% respectively at end 2005 and 2004). Their fair value was€–184 million (€–226 million in 2005
and€–232 million in 2004).
Caps and floors are used predominantly by U.S. and French Life & Savings operations to hedge interest rates on
contracts with guaranteed rates of return.
Swaptions represented 16% of the total notional amount of options as at December 31, 2006, mainly in the Winterthur
entities (€5,212 million, principally in Switzerland, and including€2,089 million used to hedge the risk of reinvestment
by the Swiss Individual Life & Savings business), in Belgium to hedge against a fall in rates in the general fund and the
private sector fund (€1,565 million and€800 million respectively) and against the risk of customer loss following an
increase in rates in separate funds (Crest for€721 million), and in Germany (€1,500 million).
c. Futures and Forwards
Futuresare contracts that obligate settlement at a specified price at a specified future date and can be either exchange
or non-exchange traded.Forwardsare over-the-counter contracts.
On a consolidated basis, the notional amount of futures and forwards as at December 31, 2006 was€46,124 million
(€21,211 million in 2005 and€27,113 million in 2004) including€20,205 million for the Winterthur entities. Their market
value was€–927 million (€–548 million in 2005 and€–256 million in 2004) including€–63 million for the Winterthur
entities.
Currency futures and forward contracts accounted for 81% of these instruments (based on notional amounts at
December 31, 2006), compared to 80% at end 2005 and 53% at end 2004.
Winterthur’s Swiss entities held futures for a total notional amount of€19,642 million, including€3,653 million
designated as fair value hedges under IAS 39 to hedge equity securities in currencies other than the Swiss franc,
€2,214 million designated as hedges of a net investment in foreign operations, and€13,775 million that do not qualify
for hedge accounting under IAS 39.
F-168
AXA Japan also uses forward foreign currency contracts (the notional amount designated as fair value hedges at
December 31, 2006 was€200 million, of a total notional amount of€14,596 million) to hedge exchange-rate risk
arising from its investments in U.S. and European fixed-maturity bonds, mainly held in controlled funds. In accordance
with IAS 21 and IAS 39, some or all of the translation difference relating to these bonds is recognized in profit & loss
and offsets most of the change in market value of associated derivative instruments, which is also recognized in profit
& loss. In substance, therefore, these contracts act as hedges without the need to use hedge accounting w ithin the
meaning of IAS 39.
Additionally, AXA’s U.S. insurance operations use forwards and futures for the dynamic risks management program
associated with the guaranteed minimum benefits on unit-linked savings products.
Other futures were predominantly used by insurance operations to hedge future operating margins.
As a result, 86% of the notional value of futures and forwards at end 2006 were used in hedging relationships that do
not qualify for hedge accounting under IAS 39 (96% and 92% respectively at end 2005 and 2004).
d. Credit derivatives
AXA mainly uses credit derivatives to manage the exposures of its assets and liabilities to interest-rate risks, but may
also use them to enhance returns on invested assets.
At December 31, 2006, the notional amount of these derivatives was€9,854 million (€9,771 million and€2,393 million
in 2005 and 2004 respectively) and their fair value was€45 million (€–12 million and€37 million respectively in 2005
and 2004). Credit derivatives are mainly used in CDOs (€4,272 million at end 2006 versus€4,612 million at end 2005
and€1,568 million at end 2004) to build their collateral portfolio, and by AXA Japan (€4,676 million at end 2006 versus
€4,623 million at end 2005 and€757 million at end 2004). AXA Japan mainly uses credit default swaps (CDSs) on
highly rated bonds to enhance the returns on its portfolio, a simple alternative to investing directly in corporate bonds.
e. Mortality derivatives
On November 13, 2006, AXA announced a€1 billion shelf program to transfer mortality risk to the capital markets, of
which approximately€345 million was raised in 2006. This risk transfer results in a derivative contract between AXA
and a special purpose vehicle called Osiris Capital plc, indexed to the mortality levels observed in various countries in
which AXA operates (France, Japan and the United States for the 2006 investment). It is shown under the line item
“Other derivatives”.
F-169
19.3. Effect of hedging on financial investments
The impact of derivative instruments is presented in the balance sheet within their related underlying financial assets (and
liabilities, see section 19.4). The table below sets out the impact of derivative instruments on the related underlying assets.
Insurance | |||||||||
Net value excluding effect of hedging value(a) | Impact of derivative instruments subject to hedgeaccounting(b) | Impact of other derivativeinstruments(c) | Net value including effect of derivatives(d) | ||||||
Investment property at amortized cost | 13,243 | – | – | 13,243 | |||||
Investment property at fair value through profit & loss | 5,364 | – | – | 5,364 | |||||
Macro hedge and speculative derivatives | – | – | – | – | |||||
Investment property | 18,608 | – | – | 18,608 | |||||
Fixed maturities held to maturity | – | – | – | – | |||||
Fixed maturities available for sale | 241,652 | (83) | (311) | 241,258 | |||||
Fixed maturities at fair value through profit & loss | 49,520 | – | 71 | 49,591 | |||||
Fixed maturities held for trading | 71 | – | 23 | 94 | |||||
Non quoted fixed maturities (amortized cost) | 10 | – | – | 10 | |||||
Fixed maturities | 291,253 | (83) | (217) | 290,953 | |||||
Equity securities available for sale | 35,761 | (149) | (8) | 35,604 | |||||
Equity securities at fair value through profit & loss | 22,076 | (25) | – | 22,050 | |||||
Equity securities held for trading | 142 | – | – | 142 | |||||
Equity securities | 57,979 | (175) | (8) | 57,797 | |||||
Non controlled investment funds available for sale | 4,593 | 6 | – | 4,599 | |||||
Non controlled investment funds at fair value through profit & loss | 2,321 | 13 | (15) | 2,319 | |||||
Non controlled investment funds held for trading | 80 | – | – | 80 | |||||
Non controlled investment funds | 6,994 | 19 | (15) | 6,998 | |||||
Other investments(f) | 3,145 | – | (1) | 3,144 | |||||
Macro hedge and speculative derivatives | (175) | – | – | (175) | |||||
TOTAL FINANCIAL INVESTMENTS | 359,197 | (238) | (241) | 358,718 | |||||
Loans held to maturity | – | – | – | – | |||||
Loans available for sale | 819 | – | 5 | 824 | |||||
Loans at fair value through profit & loss | 378 | – | – | 378 | |||||
Loans held for trading | – | – | – | – | |||||
Mortgage loans | 13,075 | – | 2 | 13,077 | |||||
Others(e) | 14,588 | – | (11) | 14,577 | |||||
Macro hedge and speculative derivatives | – | – | – | – | |||||
Loans | 28,860 | – | (4) | 28,856 | |||||
Financial investments backing contracts where financial risk is borne by policyholders | 176,479 | – | 83 | 176,562 | |||||
TOTAL FINANCIAL ASSETS | 583,143 | (238) | (162) | 582,744 | |||||
Derivative instruments hedging net investment in a foreign operation (assets)(g) | – | – | – | – |
(a) Net book value, i.e. net of impairment, discount premiums and related amortization, including interest accrued but not yet due, but excluding any impact of
derivatives.
(b) Excluding macrohedge and other derivatives, i.e. excluding economic hedges that do not qualify for hedge accounting under IAS 39, macro-hedging and
other derivatives.
(c) Macrohedge and other derivatives.
(d) Net book value (see (a)), but including effect of hedging instruments (IAS 39), economic hedging instruments not acting as hedging under IAS 39, macrohedge
and other derivatives.
(e) Notably includes policy loans, lease receivables and other loans.
(f) Other investments held through consolidated investment funds at fair value through profit and loss.
(g) Derivatives instruments used in hedge of net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.
F-170
(in Euro million) | |||||||||||||||
December 31, 2006 | |||||||||||||||
Banking and other activities | Total | ||||||||||||||
Net value excluding effect of hedging value(a) | Impact ofderivativeinstrumentssubject to hedgeaccounting(b) | Impact of other derivative instruments(c) | Net valueincludingeffect ofderivatives(d) | Net value excluding effect of hedging value(a) | Impact ofderivativeinstrumentssubject to hedgeaccounting(b) | Impact of other derivative instruments(c) | Net valueincludingeffect ofderivatives(d) | ||||||||
548 | – | – | 548 | 13,791 | – | – | 13,791 | ||||||||
608 | – | – | 608 | 5,972 | – | – | 5,972 | ||||||||
– | – | – | – | – | – | – | – | ||||||||
1,156 | – | – | 1,156 | 19,763 | – | – | 19,763 | ||||||||
– | – | – | – | – | – | – | – | ||||||||
5,645 | – | – | 5,645 | 247,297 | (83) | (311) | 246,903 | ||||||||
186 | – | (4) | 182 | 49,706 | – | 67 | 49,772 | ||||||||
1,172 | – | 31 | 1,203 | 1,244 | – | 54 | 1,297 | ||||||||
1 | – | – | 1 | 11 | – | – | 11 | ||||||||
7,005 | – | 26 | 7,031 | 298,258 | (83) | (191) | 297,984 | ||||||||
2,744 | – | (11) | 2,733 | 38,505 | (149) | (19) | 38,337 | ||||||||
123 | – | – | 123 | 22,198 | (25) | – | 22,173 | ||||||||
332 | – | – | 332 | 474 | – | – | 474 | ||||||||
3,199 | – | (11) | 3,187 | 61,178 | (175) | (19) | 60,984 | ||||||||
226 | – | – | 226 | 4,819 | 6 | – | 4,825 | ||||||||
155 | – | – | 155 | 2,476 | 13 | (15) | 2,474 | ||||||||
33 | – | – | 33 | 113 | – | – | 113 | ||||||||
414 | – | – | 414 | 7,407 | 19 | (15) | 7,412 | ||||||||
– | – | – | – | 3,145 | – | (1) | 3,144 | ||||||||
875 | – | – | 875 | 701 | – | – | 701 | ||||||||
11,492 | – | 15 | 11,507 | 370,689 | (238) | (226) | 370,225 | ||||||||
– | – | – | – | – | – | – | – | ||||||||
26 | – | – | 26 | 845 | – | 5 | 850 | ||||||||
2,815 | – | (48) | 2,768 | 3,194 | – | (47) | 3,146 | ||||||||
227 | – | – | 227 | 227 | – | – | 227 | ||||||||
13 | – | – | 13 | 13,088 | – | 2 | 13,090 | ||||||||
591 | – | – | 591 | 15,179 | – | (11) | 15,168 | ||||||||
8 | – | – | 8 | 8 | – | – | 8 | ||||||||
3,680 | – | (48) | 3,632 | 32,540 | – | (52) | 32,488 | ||||||||
– | – | – | – | 176,479 | – | 83 | 176,562 | ||||||||
16,328 | – | (33) | 16,295 | 599,471 | (238) | (195) | 599,039 | ||||||||
– | – | – | – | – | – | – | – |
F-171
Insurance | |||||||||
Net value excluding effect of hedging value(a) | Impact of derivative instruments subject to hedgeaccounting(b) | Impact of other derivativeinstruments (c) | Net value including effect of derivatives(d) | ||||||
Investment property at amortized cost | 7,832 | – | – | 7,832 | |||||
Investment property at fair value through profit & loss | 4,979 | – | – | 4,979 | |||||
Macro hedge and speculative derivatives | – | – | – | – | |||||
Investment property | 12,810 | – | – | 12,810 | |||||
Fixed maturities held to maturity | – | – | – | – | |||||
Fixed maturities available for sale | 189,382 | (166) | 235 | 189,451 | |||||
Fixed maturities at fair value through profit & loss | 43,403 | – | 10 | 43,413 | |||||
Fixed maturities held for trading | 142 | – | – | 142 | |||||
Non quoted fixed maturities (amortized cost) | 20 | – | – | 20 | |||||
Fixed maturities | 232,948 | (166) | 246 | 233,027 | |||||
Equity securities available for sale | 27,858 | (104) | (73) | 27,680 | |||||
Equity securities at fair value through profit & loss | 18,804 | – | – | 18,804 | |||||
Equity securities held for trading | 101 | – | – | 101 | |||||
Equity securities | 46,762 | (104) | (73) | 46,585 | |||||
Non controlled investment funds available for sale | 3,132 | – | 89 | 3,221 | |||||
Non controlled investment funds at fair value through profit & loss | 1,916 | – | – | 1,917 | |||||
Non controlled investment funds held for trading | 195 | – | – | 195 | |||||
Non controlled investment funds | 5,243 | – | 89 | 5,333 | |||||
Other investments(f) | 1,911 | – | 1 | 1,912 | |||||
Macro hedge and speculative derivatives | (209) | – | – | (209) | |||||
TOTAL FINANCIAL INVESTMENTS | 286,655 | (271) | 263 | 286,647 | |||||
Loans held to maturity | – | – | – | – | |||||
Loans available for sale | – | – | – | – | |||||
Loans at fair value through profit & loss | 125 | – | – | 125 | |||||
Loans held for trading | – | – | – | – | |||||
Mortgage loans | 7,230 | – | – | 7,230 | |||||
Others(e) | 10,976 | – | 1 | 10,977 | |||||
Macro hedge and speculative derivatives | – | – | – | – | |||||
Loans | 18,332 | – | 1 | 18,332 | |||||
Financial investments backing contracts where financial risk is borne by policyholders | 141,397 | – | 13 | 141,410 | |||||
TOTAL FINANCIAL ASSETS | 459,194 | (271) | 277 | 459,200 | |||||
Derivative instruments hedging net investment in a foreign operation (assets)(g) | – | – | – | – |
(a) Net book value, i.e. net of impairment, discount premiums and related amortization, including interest accrued but not yet due, but excluding any impact of
derivatives.
(b) Excluding macrohedge and other derivatives, i.e. excluding economic hedges that do not qualify for hedge accounting under IAS 39, macro-hedging and
other derivatives.
(c) Macrohedge and other derivatives.
(d) Net book value (see (a)), but including effect of hedging instruments (IAS 39), economic hedging instruments not acting as hedging under IAS 39, macrohedge
and other derivatives.
(e) Notably includes policy loans, lease receivables and other loans.
(f) Other investments held through consolidated investment funds at fair value through profit and loss.
(g) Derivatives instruments used in hedge of net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.
F-172
(in Euro million) | ||||||||||||||||
December 31, 2005 | ||||||||||||||||
Banking and other activities | Total | |||||||||||||||
Net value excluding effect of hedging value(a) | Impact of derivative instruments subject to hedgeaccounting(b) | Impact of other derivative instruments(c) | Net value including effect ofderivatives(d) | Net value excluding effect of hedging value(a) | Impact of derivative instruments subject to hedgeaccounting(b) | Impact of other derivative instruments(c) | Net valueincludingeffect ofderivatives(d) | |||||||||
314 | – | – | 314 | 8,146 | – | – | 8,146 | |||||||||
– | – | – | – | 4,979 | – | – | 4,979 | |||||||||
– | – | – | – | – | – | – | – | |||||||||
314 | – | – | 314 | 13,124 | – | – | 13,124 | |||||||||
– | – | – | – | – | – | – | – | |||||||||
5,740 | – | (1) | 5,739 | 195,123 | (166) | 234 | 195,190 | |||||||||
779 | – | (42) | 737 | 44,182 | – | (32) | 44,150 | |||||||||
1,547 | – | – | 1,547 | 1,689 | – | – | 1,689 | |||||||||
2 | – | – | 2 | 22 | – | – | 22 | |||||||||
8,068 | – | (44) | 8,025 | 241,016 | (166) | 202 | 241,052 | |||||||||
571 | – | – | 571 | 28,429 | (104) | (73) | 28,252 | |||||||||
48 | – | – | 48 | 18,852 | – | – | 18,852 | |||||||||
308 | – | – | 308 | 409 | – | – | 409 | |||||||||
928 | – | – | 928 | 47,690 | (104) | (73) | 47,513 | |||||||||
201 | – | – | 201 | 3,333 | – | 89 | 3,422 | |||||||||
73 | – | – | 73 | 1,990 | – | – | 1,990 | |||||||||
22 | – | – | 22 | 217 | – | – | 217 | |||||||||
296 | – | – | 296 | 5,540 | – | 89 | 5,629 | |||||||||
– | – | – | – | 1,911 | – | 1 | 1,912 | |||||||||
198 | – | – | 198 | (11) | – | – | (11) | |||||||||
9,491 | – | (44) | 9,447 | 296,146 | (271) | 219 | 296,094 | |||||||||
1 | – | – | 1 | 1 | – | – | 1 | |||||||||
23 | – | – | 23 | 23 | – | – | 23 | |||||||||
– | – | – | – | 125 | – | – | 125 | |||||||||
248 | – | – | 248 | 248 | – | – | 248 | |||||||||
20 | (58) | – | (38) | 7,250 | (58) | – | 7,192 | |||||||||
74 | – | – | 74 | 11,051 | – | 1 | 11,051 | |||||||||
15 | – | – | 15 | 15 | – | – | 15 | |||||||||
381 | (58) | – | 323 | 18,712 | (58) | 1 | 18,655 | |||||||||
– | – | – | – | 141,397 | – | 13 | 141,410 | |||||||||
10,186 | (58) | (44) | 10,084 | 469,379 | (329) | 233 | 469,284 | |||||||||
– | – | – | – | – | – | – | – |
F-173
19.4. Effect of hedging on liabilities
The impact of derivative instruments is presented in the balance sheet within their related underlying financial liabilities
(and assets, see section 19.3.) The tables below set out the impact of derivative instruments on the related underlying
liabilities.
19.4.1. Liabilities arising from insurance and investment contracts
December 31, 2006 | |||||||||||
Net carrying value excluding effect of hedging value | Impactof derivative instruments subject to hedge accounting | Impactof otherderivative instruments | Value including effect of derivatives | ||||||||
Liabilities arising from insurance contracts(a) | 323,232 | (21) | (67) | 323,144 | |||||||
Liabilities arising from insurance contracts where the financial risk is borne by policyholders | 108,984 | – | – | 108,984 | |||||||
Total liabilities arising from insurance contracts | 432,216 | (21) | (67) | 432,128 | |||||||
Liabilites arising from investment contracts with discretionary participating features(a) | 32,599 | – | – | 32,599 | |||||||
Liabilites arising from investment contracts with no discretionary participating features | 1,121 | – | (62) | 1,059 | |||||||
Liabilites arising from investment contracts where the financial risk is borne by policyholders | 67,673 | – | – | 67,673 | |||||||
Total liabilites arising from investment contracts | 101,393 | – | (62) | 101,331 | |||||||
Macro hedge derivative instruments on insurance and investment contracts (liabilities) | – | – | (13) | – |
(a) As described in note 1.12.2 on accounting principles, the adoption of FRS 27 in the United Kingdom led to restatements in all the periods presented
(see note 14 for details).
F-174
(in Euro million)
December31, 2005 | December 31, 2004 | ||||||||||||||
Net carrying value excludingeffect of hedging value | Impactof derivativeinstrumentssubject tohedge accounting | Impactof otherderivativeinstruments | Value includingeffect ofderivatives | Net carrying value excludingeffect of hedging value | Impactof derivativeinstrumentssubject tohedge accounting | Impactof otherderivativeinstruments | Value includingeffect ofderivatives | ||||||||
247,717 | (6) | (94) | 247,617 | 229,452 | 22 | (40) | 229,434 | ||||||||
92,888 | – | – | 92,888 | 73,578 | – | – | 73,578 | ||||||||
340,605 | (6) | (94) | 340,505 | 303,030 | 22 | (40) | 303,012 | ||||||||
33,267 | – | – | 33,267 | 31,832 | (10) | (4) | 31,818 | ||||||||
926 | – | (52) | 873 | 869 | – | – | 869 | ||||||||
48,549 | – | – | 48,549 | 39,127 | – | – | 39,127 | ||||||||
82,742 | – | (52) | 82,689 | 71,828 | (10) | (4) | 71,814 | ||||||||
5 | – |
F-175
19.4.2. Other financial liabilities
December 31, 2006 | |||||||||||
Value before effect of derivativeinstruments | Impactof derivativeinstruments subject to hedge accounting | Impactof otherderivativeinstruments | Value including effect ofderivatives | ||||||||
Subordinated debt(a) | 6,168 | (648) | 43 | 5,563 | |||||||
Financing debt instruments issued | 3,894 | (127) | (79) | 3,688 | |||||||
Financing debt owed to credit institutions | 95 | – | – | 95 | |||||||
Financing debt(b) | 10,158 | (775) | (36) | 9,347 | |||||||
Minority interest of controlled investment funds and puttable instruments held by minority interests holders | 7,224 | – | – | 7,224 | |||||||
Other debt instruments issued, notes and bank overdrafts | 8,714 | (3) | – | 8,711 | |||||||
Payables arising from direct insurance and inward reinsurance operations | 7,947 | – | – | 7,947 | |||||||
Payables arising from outward reinsurance operations | 5,849 | – | – | 5,849 | |||||||
Payables arising from banking activities(b) | 16,817 | – | 175 | 16,992 | |||||||
Payables – current tax position | 2,059 | – | – | 2,059 | |||||||
Other payables | 41,071 | (2) | 121 | 41,191 | |||||||
Derivatives relating to other financial liabilities | 5 | 5 | |||||||||
Other debts(c) | 89,681 | (5) | 301 | 89,978 | |||||||
Derivative instruments hedging net investment in a foreign operation (liabilities)(d) | – | – | – | – |
(a) As described in note 1.11.2 on accounting principles, reclassification of deeply perpetual subordinated notes to shareholders’ equity led to restatements
in all the periods presented (see note 13 for details).
(b) Financing debt, other debt instruments issued, notes and bank overdrafts, and Payables arising from banking activities issued are disclosed in the
balance sheet net of the impact of derivatives. As a result, the amount shown in the column “value including effect of derivatives” is their net book value.
(c) Other debts are presented excluding the effect of derivatives on the face of the balance sheet.
(d) Derivative instruments used to hedge the net investment in a foreign operation, and not attached to a debt on the face of the balance sheet.
F-176
(in Euro million)
December 31, 2005 | December 31, 2004 | ||||||||||||||
Value before effect of derivativeinstruments | Impactof derivative instruments subject to hedge accounting | Impactof otherderivativeinstruments | Value includingeffect ofderivatives | Value before effect of derivativeinstruments | Impactof derivative instruments subject to hedge accounting | Impactof otherderivativeinstruments | Value includingeffect ofderivatives | ||||||||
6,210 | (617) | (519) | 5,073 | 6,246 | (654) | (551) | 5,041 | ||||||||
3,025 | (199) | (9) | 2,817 | 3,168 | (255) | (15) | 2,898 | ||||||||
17 | – | – | 17 | 17 | – | 4 | 22 | ||||||||
9,251 | (817) | (528) | 7,906 | 9,431 | (909) | (561) | 7,961 | ||||||||
5,115 | 18 | – | 5,133 | 3,717 | – | – | 3,717 | ||||||||
8,413 | (3) | – | 8,411 | 7,784 | – | 1 | 7,785 | ||||||||
4,680 | – | – | 4,680 | 3,863 | – | – | 3,863 | ||||||||
3,507 | – | – | 3,507 | 3,588 | – | – | 3,588 | ||||||||
11,970 | – | 113 | 12,083 | 12,220 | – | 65 | 12,285 | ||||||||
1,382 | – | – | 1,382 | 954 | – | – | 954 | ||||||||
28,993 | 14 | – | 29,007 | 21,187 | – | – | 21,187 | ||||||||
4 | 4 | – | – | ||||||||||||
64,059 | 30 | 117 | 64,206 | 53,314 | – | 67 | 53,380 | ||||||||
– | – | 267 | – | – | – | – | – |
F-177
19.5. Breakdown of derivative instruments
by valuation method
December 31, 2006 | |||||
Fair value determined directly by reference to an active market | Fair value estimated using valuation technique | ||||
Derivative instruments on financial assets subject to hedge accounting | 67 | (305) | |||
Other derivative instruments on financial assets(a) | 64 | (258) | |||
Macro hedge and speculative derivatives on financial assets | 7 | 701 | |||
Total – derivative instruments relating to financial assets | 138 | 138 | |||
Derivatives (hedge accounting) – Reinsurance | – | – | |||
Other derivatives – Reinsurance(a) | – | – | |||
Macro hedge – Reinsurance | – | – | |||
Total – derivative instruments relating to insurance and investment contracts | – | – | |||
Derivatives on other receivables (hedge accounting) | – | (19) | |||
Other derivatives on other receivables | – | – | |||
Total derivative instruments relating to other receivables | – | (19) | |||
Total net value of derivative instruments – assets (1) | |||||
Derivatives on insurance & investment contracts (hedge accounting) | (21) | – | |||
Other derivatives on insurance & investment contracts(a) | 1 | (130) | |||
Macro hedge derivatives on insurance and investment contracts | – | (13) | |||
Total derivative instruments relating to insurance and investment contracts | (19) | (143) | |||
Derivative instruments relating to financing debt and other financial liabilities subject to hedge accounting | 2 | (781) | |||
Other derivative instruments relating to financing debt and other financial liabilities(b) | 16 | 75 | |||
Derivative instruments relating to financing debt, operating debt and other financial liabilities | 17 | (707) | |||
Macro hedge banking activities and other derivatives (including speculative derivatives) | – | 175 | |||
Total net value of derivative instruments – liabilities (2) | |||||
Net fair value (1) – (2) |
(a) Other derivatives instruments that do not qualify for hedge accounting according to IAS 39.
(b) Including speculative derivatives, if any, relating to financing debt and other financial liabilities.
F-178
(in Euro million)
December 31, 2005 | |||||||
Total | Fair value determined directly by reference toan active market | Fair value estimatedusing valuationtechnique | Total | ||||
(238) | (2) | (326) | (329) | ||||
(195) | 19 | 214 | 233 | ||||
708 | 11 | (8) | 3 | ||||
276 | 28 | (120) | (92) | ||||
– | |||||||
– | |||||||
– | |||||||
– | |||||||
(19) | |||||||
– | |||||||
(19) | |||||||
257 | – | – | (92) | ||||
(21) | (6) | – | (6) | ||||
(129) | – | (147) | (147) | ||||
(13) | 5 | – | 5 | ||||
(163) | (1) | (146) | (148) | ||||
(780) | – | (784) | (784) | ||||
90 | 7 | (267) | (260) | ||||
(689) | 7 | (1,051) | (1,044) | ||||
175 | – | 113 | 113 | ||||
(677) | (1,079) | ||||||
933 | 987 |
F-179
Note 20: Revenues by segment and
net revenues from banking activities
20.1. Total Revenues
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
LIFE & SAVINGS | 50,479 | 45,116 | 42,344 | ||||
of which direct premiums | 46,516 | 41,063 | 39,461 | ||||
of which reinsurance assumed | 2,270 | 2,433 | 1,642 | ||||
of which fees and charges on investment contracts with no participation features | 608 | 509 | 417 | ||||
of which revenues from other activities | 1,084 | 1,111 | 824 | ||||
France | 14,797 | 13,228 | 11,538 | ||||
United States | 15,389 | 13,940 | 12,847 | ||||
United Kingdom | 4,292 | 2,395 | 2,420 | ||||
Japan | 5,027 | 4,735 | 5,526 | ||||
Germany | 3,681 | 3,585 | 3,499 | ||||
Belgium | 2,512 | 2,734 | 2,188 | ||||
Other countries | 4,781 | 4,498 | 4,326 | ||||
PROPERTY & CASUALTY | 19,793 | 18,874 | 17,852 | ||||
of which direct premiums | 19,568 | 18,588 | 17,521 | ||||
of which reinsurance assumed | 173 | 244 | 288 | ||||
of which revenues from other activities | 52 | 43 | 42 | ||||
France | 5,187 | 5,070 | 4,895 | ||||
Germany | 2,745 | 2,785 | 2,796 | ||||
United Kingdom and Ireland | 4,721 | 4,393 | 4,469 | ||||
Belgium | 1,511 | 1,451 | 1,430 | ||||
Other countries | 5,629 | 5,174 | 4,262 | ||||
INTERNATIONAL INSURANCE | 3,716 | 3,813 | 3,363 | ||||
of which direct premiums | 1,792 | 1,711 | 920 | ||||
of which reinsurance assumed | 1,780 | 1,957 | 2,320 | ||||
of which revenues from other activities | 144 | 145 | 123 | ||||
AXA RE | – | 1,451 | 1,056 | ||||
AXA Corporate Solutions Assurance | 1,689 | 1,605 | 1,506 | ||||
AXA Cessions | 56 | 60 | 94 | ||||
AXA Assistance | 621 | 549 | 467 | ||||
Other | 1,351 | 147 | 240 | ||||
ASSET MANAGEMENT | 4,406 | 3,440 | 3,084 | ||||
AllianceBernstein | 2,961 | 2,472 | 2,325 | ||||
AXA Investment Managers | 1,445 | 968 | 759 | ||||
OTHER FINANCIAL SERVICES | 381 | 428 | 387 | ||||
French banks | 57 | 64 | 101 | ||||
German banks | 21 | 24 | 24 | ||||
AXA Bank Belgium | 293 | 336 | 258 | ||||
Other | 10 | 4 | 4 | ||||
TOTAL | 78,775 | 71,671 | 67,030 |
F-180
20.2. Segment information
20.2.1. Life & Savings
(in Euro million) | |||||||||||||||||||
December 31,2006 | December 31,2005 | December 31,2004 | |||||||||||||||||
Gross written premiums | Liabilities arising from insurance contracts(b) | Liabilities arisingfrom investmentcontracts(b) | Gross written premiums | Liabilities arising from insurance contracts(b) | Liabilities arisingfrom investmentcontracts(b) | Gross written premiums | Liabilities arising from insurance contracts(b) | Liabilities arisingfrom investmentcontracts(b) | |||||||||||
Retirement/annuity/investment contracts (individual)(d) | 26,319 | 172,276 | 34,705 | 22,783 | 157,061 | 34,580 | 20,368 | 136,037 | 33,234 | ||||||||||
Retirement/annuity/investment contracts (group)(d) | 3,031 | 22,859 | 7,438 | 2,609 | 16,904 | 8,119 | 2,259 | 16,363 | 7,033 | ||||||||||
Life contracts (including endowment contracts)(d) | 13,031 | 152,432 | 1,464 | 11,775 | 97,532 | 280 | 11,891 | 87,130 | 1 | ||||||||||
Health contracts | 4,468 | 12,772 | – | 4,387 | 7,794 | – | 4,552 | 6,787 | – | ||||||||||
Other | 1,938 | 14,014 | – | 1,942 | 13,445 | – | 2,033 | 12,831 | – | ||||||||||
SUB-TOTAL | 48,786 | 374,353 | 43,606 | 43,496 | 292,737 | 42,979 | 41,103 | 259,148 | 40,268 | ||||||||||
Fees and charges relating to investment contracts with no particpating features(c) | 608 | – | 57,243 | 509 | – | 39,762 | 417 | – | 31,560 | ||||||||||
Fees, commissions and other revenues | 1,084 | – | – | 1,111 | – | – | 824 | – | – | ||||||||||
TOTAL | 50,479 | 374,353 | 100,849 | 45,116 | 292,737 | 82,742 | 42,344 | 259,148 | 71,828 | ||||||||||
Asset backing contracts with financial risk borne by policyholders (unit-linked)(a) | 18,793 | 108,984 | 67,129 | 13,216 | 92,888 | 48,549 | 7,696 | 73,578 | 39,127 | ||||||||||
UK “With-Profit” business | 941 | 20,358 | 10,323 | 953 | 16,652 | 9,986 | 1,034 | 15,641 | 10,274 |
(a) Relates to contracts where the financial risk is borne by policyholders.
(b) Excludes liabilities relating to unearned revenues and fees, and policyholder bonuses, along with derivatives relating to insurance and investment contracts.
(c) Relates to liabilities arising from investment contracts without discretionary participation and investment contracts without discretionary participation where the financial risk is borne by policyholders.
(d) As described in note 1.12.2 on accounting principles, the adoption of FRS 27 in the United Kingdom led to restatements in all the periods presented (see note 14 for details).
At December 31, 2006, liabilities arising from insurance and investment contracts amounted to€374,353 million and
€100,849 million respectively.
Excluding Winterthur’s contribution (€68,462 million and€14,669 million respectively), these liabilities totaled
€305,892 million and€86,181 million respectively versus€292,737 million and€82,742 mi llion at end 2005.
20.2.2. Property & Casualty
(in Euro million) | |||||||||||||
Gross written premium | Liabilitiesarising from insurance contracts | ||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
Personal lines | 12,153 | 11,564 | 10,877 | 23,656 | 18,686 | 17,465 | |||||||
Motor | 6,595 | 6,213 | 5,891 | 14,835 | 11,330 | 10,432 | |||||||
Property damage | 3,042 | 2,815 | 2,626 | 3,059 | 2,501 | 2,313 | |||||||
Health | 1,000 | 947 | 794 | 1,488 | 1,305 | 1,149 | |||||||
Other | 1,516 | 1,589 | 1,565 | 4,274 | 3,550 | 3,570 | |||||||
Commercial lines | 7,312 | 6,930 | 6,602 | 21,574 | 15,912 | 14,621 | |||||||
Motor | 1,427 | 1,368 | 1,244 | 2,679 | 2,255 | 2,066 | |||||||
Property damage | 2,244 | 2,096 | 2,031 | 2,748 | 2,332 | 2,173 | |||||||
Liability | 1,404 | 1,359 | 1,320 | 7,136 | 5,523 | 4,999 | |||||||
Health | 854 | 794 | 760 | 2,757 | 848 | 649 | |||||||
Other | 1,383 | 1,312 | 1,247 | 6,254 | 4,954 | 4,734 | |||||||
Other | 275 | 336 | 331 | 872 | 1,400 | 1,439 | |||||||
SUB-TOTAL | 19,741 | 18,831 | 17,810 | 46,102 | 35,998 | 33,525 | |||||||
Fees, commissions and other revenues | 52 | 43 | 42 | ||||||||||
TOTAL | 19,793 | 18,874 | 17,852 | 46,102 | 35,998 | 33,525 |
F-181
At December 31, 2006, liabilities arising from Property & Casualty insurance contracts amounted to€46,102 million.
Excluding Winterthur’s contribution (€9,359 million), these liabilities totaled€36,744 million versus€35,998 million at
end 2005 and€33,525 million at end 2004.
20.2.3. International Insurance
(in Euro million) | |||||||||||||
Gross written premium | Liabilities arising from insurance contracts | ||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
Property | 1,132 | 1,273 | 1,302 | 2,288 | 3,172 | 2,810 | |||||||
Motor, Maritime, Aviation | 977 | 1,010 | 848 | 3,294 | 3,541 | 3,194 | |||||||
Casualty/Liability | 493 | 488 | 581 | 3,935 | 3,069 | 3,385 | |||||||
Other | 969 | 897 | 509 | 2,786 | 2,089 | 968 | |||||||
SUB-TOTAL | 3,572 | 3,668 | 3,240 | 12,304 | 11,870 | 10,356 | |||||||
Fees, commissions and other revenues | 144 | 145 | 123 | ||||||||||
TOTAL | 3,716 | 3,813 | 3,363 | 12,304 | 11,870 | 10,356 |
At December 31, 2006, liabilities arising from international insurance contracts amounted to€12,304 million.
Excluding Winterthur’s contribution (€1,163 million), these liabilities totaled€11,141 million versus€11,870 million at
end 2005 and€10.356 million at end 2004.
20.2.4. Liabilities arising from insurance contracts in the Property & Casualty
and International Insurance segments
(in Euro million)
December 31, 2006 | |||||||||||||
Claims reserves | IBNR | Claim expense reserves | TOTAL Claim reserves including IBNR and expenses | Unearned premium reserves &others | TOTAL Technical Liabilities | ||||||||
Personal lines | |||||||||||||
Motor | 9,382 | 1,720 | 442 | 11,544 | 3,291 | 14,835 | |||||||
Physical damage | 1,147 | 428 | 87 | 1,661 | 1,398 | 3,059 | |||||||
Other | 2,446 | 1,072 | 166 | 3,684 | 2,079 | 5,762 | |||||||
Sub-total Personal lines | 12,975 | 3,220 | 694 | 16,889 | 6,767 | 23,656 | |||||||
Commercial lines | |||||||||||||
Motor | 1,688 | 499 | 72 | 2,259 | 420 | 2,679 | |||||||
Physical damage | 1,435 | 327 | 63 | 1,825 | 923 | 2,748 | |||||||
Professional liability | 4,756 | 1,570 | 260 | 6,586 | 550 | 7,136 | |||||||
Other | 5,408 | 1,025 | 188 | 6,620 | 2,390 | 9,011 | |||||||
Sub-total Commercial lines | 13,287 | 3,421 | 582 | 17,290 | 4,284 | 21,574 | |||||||
Other | 550 | 171 | 30 | 752 | 120 | 872 | |||||||
Total – Property & Casualty excluding International insurance | 26,812 | 6,813 | 1,306 | 34,931 | 11,171 | 46,102 | |||||||
Physical damage | 1,193 | 742 | 59 | 1,994 | 294 | 2,288 | |||||||
Motor, Maritime, Aviation | 1,829 | 1,217 | 61 | 3,107 | 187 | 3,294 | |||||||
Professional liability | 1,987 | 1,702 | 99 | 3,788 | 147 | 3,935 | |||||||
Other | 1,090 | 513 | 41 | 1,644 | 1,142 | 2,786 | |||||||
Total - International insurance | 6,099 | 4,175 | 259 | 10,534 | 1,770 | 12,304 | |||||||
Total - Property & Casualty including International insurance | 32,911 | 10,988 | 1,566 | 45,465 | 12,941 | 58,406 |
F-182
(in Euro million) | |||||||||||||||
December 31, 2005 | December 31, 2004 | ||||||||||||||
Claims reserves | IBNR | Claim expense reserves | TOTAL Claim reserves including IBNR and expenses | Unearned premium reserves &others | TOTAL Technical Liabilities | TOTAL Technical Liabilities | |||||||||
Personal lines | |||||||||||||||
Motor | 6,460 | 1,751 | 330 | 8,541 | 2,790 | 11,330 | 10,432 | ||||||||
Physical damage | 928 | 315 | 76 | 1,319 | 1,182 | 2,501 | 2,313 | ||||||||
Other | 1,928 | 874 | 139 | 2,940 | 1,914 | 4,855 | 4,719 | ||||||||
Sub-total Personal lines | 9,316 | 2,939 | 545 | 12,800 | 5,886 | 18,686 | 17,465 | ||||||||
Commercial lines | |||||||||||||||
Motor | 1,266 | 555 | 59 | 1,880 | 375 | 2,255 | 2,066 | ||||||||
Physical damage | 1,236 | 286 | 51 | 1,572 | 759 | 2,332 | 2,173 | ||||||||
Professional liability | 3,427 | 1,502 | 168 | 5,097 | 426 | 5,523 | 4,999 | ||||||||
Other | 3,112 | 715 | 124 | 3,952 | 1,850 | 5,802 | 5,383 | ||||||||
Sub-total Commercial lines | 9,041 | 3,058 | 403 | 12,502 | 3,410 | 15,912 | 14,621 | ||||||||
Other | 1,046 | 214 | 40 | 1,300 | 100 | 1,400 | 1,439 | ||||||||
Total – Property & Casualty excluding International insurance | 19,403 | 6,211 | 988 | 26,602 | 9,396 | 35,998 | 33,525 | ||||||||
Physical damage | 1,654 | 1,175 | 59 | 2,889 | 284 | 3,172 | 2,810 | ||||||||
Motor, Maritime, Aviation | 1,635 | 1,685 | 65 | 3,385 | 156 | 3,541 | 3,194 | ||||||||
Professional liability | 1,448 | 1,381 | 95 | 2,923 | 145 | 3,069 | 3,385 | ||||||||
Other | 841 | 547 | 38 | 1,426 | 663 | 2,089 | 968 | ||||||||
Total – International insurance | 5,578 | 4,788 | 257 | 10,623 | 1,247 | 11,870 | 10,356 | ||||||||
Total – Property & Casualty including International insurance | 24,980 | 10,999 | 1,245 | 37,225 | 10,644 | 47,868 | 43,881 |
20.3. Net revenues from banking activities
(in Euro million) | |||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Interest received and equivalent | 579 | 552 | 500 | ||||
Interest paid and equivalent | (429) | (386) | (328) | ||||
Net interest and equivalent | 150 | 166 | 172 | ||||
Commissions received | 66 | 57 | 42 | ||||
Commissions paid | (23) | (23) | (21) | ||||
Net commissions | 43 | 34 | 20 | ||||
Investment income | 183 | 169 | 230 | ||||
Realized investment gains and losses | 36 | 55 | 49 | ||||
Change in fair value of financial instruments at fair value through profit & loss | (31) | 7 | (17) | ||||
Change in financial instruments impairment | – | (1) | (2) | ||||
Net investment result | 188 | 230 | 264 | ||||
Net other bank operating income | 1 | (2) | (67) | ||||
Net revenues from banking activities | 381 | 428 | 386 |
F-183
Note 21: Net investment result
excluding financing expenses
Net investment result (excluding financing expenses) from the financial assets of insurance companies and companies
in other business segments (excluding revenues from the financial assets of banks included in net revenues from
banking activities) was as follows:
(in Euro million)
December 31, 2006 | |||||||||||
Net investment income | Net realized investment gains and losses | Change in fair value of financial instruments atfair value through profit & loss | Change in financial instruments impairment | Net investment result | |||||||
Investment property at amortized cost | 511 | 361 | – | 38 | 910 | ||||||
Investment property at fair value through profit & loss | 278 | 336 | 384 | – | 998 | ||||||
Investment property | 789 | 698 | 384 | 38 | 1,909 | ||||||
Fixed maturities held to maturity | – | – | – | – | – | ||||||
Fixed maturities available for sale | 8,552 | (55) | – | (78) | 8,419 | ||||||
Fixed maturities designated at fair value through profit & loss(a) | 2,077 | 195 | (1,319) | – | 952 | ||||||
Fixed maturities held for trading | 71 | (10) | (9) | – | 52 | ||||||
Fixed maturities at amortized cost | 3 | 1 | – | – | 4 | ||||||
Fixed maturities | 10,703 | 130 | (1,329) | (78) | 9,426 | ||||||
Equity securities available for sale | 862 | 2,228 | 127 | (145) | 3,072 | ||||||
Equity securities designated at fair value through profit & loss(b) | 639 | 1,072 | 869 | – | 2,580 | ||||||
Equity securities held for trading | 49 | – | 35 | – | 84 | ||||||
Equity securities | 1,550 | 3,300 | 1,031 | (145) | 5,736 | ||||||
Non controlled investment funds available for sale | 82 | 213 | – | (5) | 291 | ||||||
Non controlled investment funds designated at fair value through profit & loss | 192 | 42 | (13) | – | 221 | ||||||
Non controlled investment funds held for trading | – | 3 | – | – | 3 | ||||||
Non controlled investment funds | 274 | 258 | (13) | (5) | 515 | ||||||
Other assets held by consolidated investment funds designated at fair value through profit & loss | 208 | (7) | 16 | – | 217 | ||||||
Loans held to maturity | – | – | – | – | – | ||||||
Loans available for sale | 33 | 1 | – | – | 34 | ||||||
Loans designated at fair value through profit & loss | – | – | (166) | – | (166) | ||||||
Loans held for trading | 16 | – | – | – | 16 | ||||||
Mortgage loans | 455 | (3) | – | (2) | 450 | ||||||
Other loans | 502 | – | – | – | 503 | ||||||
Loans | 1,005 | (2) | (166) | (2) | 836 | ||||||
Assets backing contracts where the financial risk is borne by policyholders | 527 | – | 15,370 | – | 15,897 | ||||||
Hedge accounting derivatives | – | – | (460) | – | (460) | ||||||
Other derivatives | (162) | 140 | (492) | – | (514) | ||||||
Investment management expenses | (900) | – | – | – | (900) | ||||||
Other | 467 | (258) | 208 | (2) | 415 | ||||||
NET INVESTMENT RESULT | 14,461 | 4,260 | 14,550 | (194) | 33,077 |
(a) Including fixed income maturities held by consolidated investment funds, designated at fair value through profit & loss.
(b) Including equity securities maturities held by consolidated investment funds, designated as at fair value through profit & loss.
F-184
(in Euro million) | |||||||||||
December 31, 2005 | |||||||||||
Net investment income | Net realized investment gainsand losses | Change in fair value of financial instruments atfair value through profit & loss | Change infinancial instruments impairment | Net investment result | |||||||
Investment property at amortized cost | 513 | 190 | – | (19) | 684 | ||||||
Investment property at fair value through profit & loss | 283 | 99 | 375 | – | 757 | ||||||
Investment property | 796 | 289 | 375 | (19) | 1,441 | ||||||
Fixed maturities held to maturity | – | – | – | – | – | ||||||
Fixed maturities available for sale | 8,133 | 443 | – | (23) | 8,553 | ||||||
Fixed maturities designated at fair value through profit & loss(a) | 2,037 | 297 | 175 | – | 2,510 | ||||||
Fixed maturities held for trading | 90 | 120 | 27 | – | 236 | ||||||
Fixed maturities at amortized cost | 3 | – | – | – | 3 | ||||||
Fixed maturities | 10,263 | 861 | 202 | (23) | 11,303 | ||||||
Equity securities available for sale | 753 | 1,485 | – | (136) | 2,102 | ||||||
Equity securities designated at fair value through profit & loss(b) | 690 | 1,120 | 1,320 | – | 3,130 | ||||||
Equity securities held for trading | (7) | 15 | 172 | – | 180 | ||||||
Equity securities | 1,436 | 2,620 | 1,492 | (136) | 5,412 | ||||||
Non controlled investment funds available for sale | 35 | 147 | – | (10) | 173 | ||||||
Non controlled investment funds designated at fair value through profit & loss | 160 | 34 | 47 | – | 241 | ||||||
Non controlled investment funds held for trading | – | 3 | 1 | – | 4 | ||||||
Non controlled investment funds | 194 | 185 | 47 | (10) | 417 | ||||||
Other assets held by consolidated investment funds designated at fair value through profit & loss | 141 | (1) | 93 | – | 234 | ||||||
Loans held to maturity | – | – | – | – | – | ||||||
Loans available for sale | 1 | – | – | – | 1 | ||||||
Loans designated at fair value through profit & loss | (3) | – | 75 | – | 72 | ||||||
Loans held for trading | – | (122) | (12) | – | (134) | ||||||
Mortgage loans | 482 | (4) | – | (12) | 466 | ||||||
Other loans | 538 | 11 | – | (7) | 541 | ||||||
Loans | 1,018 | (115) | 63 | (19) | 947 | ||||||
Assets backing contracts where the financial risk is borne by policyholders | 590 | – | 13,978 | – | 14,568 | ||||||
Hedge accounting derivatives | – | – | (195) | – | (195) | ||||||
Other derivatives | (337) | (94) | (101) | – | (532) | ||||||
Investment management expenses | (578) | – | – | – | (578) | ||||||
Other(c) | 428 | (188) | 155 | (3) | 393 | ||||||
NET INVESTMENT RESULT | 13,951 | 3,557 | 16,110 | (210) | 33,408 |
(a) Including fixed income maturities held by consolidated investment funds, designated at fair value through profit & loss.
(b) Including equity securities maturities held by consolidated investment funds, designated as at fair value through profit & loss.
(c) As described in note 1.11.2 on accounting principles, subordinated perpetual notes have been reclassified in shareholders’ equity in all the periods
presented (see note 13 for details).
F-185
(in Euro million) | |||||||||||
December 31, 2004 | |||||||||||
Net investment income | Net realized investment gainsand losses | Change in fair value of financial instruments atfair value through profit & loss | Change infinancial instruments impairment | Net investment result | |||||||
Investment property at amortized cost | 521 | 345 | – | (90) | 776 | ||||||
Investment property at fair value through profit & loss | 255 | 106 | 403 | – | 764 | ||||||
Investment property | 776 | 451 | 403 | (90) | 1 540 | ||||||
Fixed maturities held to maturity | 1 | – | – | – | 1 | ||||||
Fixed maturities available for sale | 7,275 | 491 | 207 | (32) | 17,190 | ||||||
Fixed maturities designated at fair value through profit & loss(a) | 2,152 | 27 | 524 | – | (6,546) | ||||||
Fixed maturities held for trading | 86 | (1) | 17 | – | 102 | ||||||
Fixed maturities at amortized cost | 4 | – | – | – | 4 | ||||||
Fixed maturities | 9,518 | 517 | 748 | (32) | 10,752 | ||||||
Equity securities available for sale | 639 | 1,365 | 63 | (285) | 7,550 | ||||||
Equity securities designated at fair value through profit & loss(b) | 502 | 962 | 223 | – | (4,080) | ||||||
Equity securities held for trading | – | 96 | 140 | – | 237 | ||||||
Equity securities | 1,141 | 2,423 | 426 | (285) | 3,706 | ||||||
Non controlled investment funds available for sale | 63 | 189 | – | (13) | 239 | ||||||
Non controlled investment funds designated at fair value through profit & loss | 164 | (12) | (15) | – | 137 | ||||||
Non controlled investment funds held for trading | – | 3 | 2 | – | 5 | ||||||
Non controlled investment funds | 227 | 179 | (13) | (13) | 380 | ||||||
Other assets held by consolidated investment funds designated at fair value through profit & loss | – | – | 1 | – | 1 | ||||||
Loans held to maturity | – | – | – | – | – | ||||||
Loans available for sale | 1 | – | – | – | 1 | ||||||
Loans designated at fair value through profit & loss | – | – | (49) | – | (49) | ||||||
Loans held for trading | – | – | 2 | – | 2 | ||||||
Mortgage loans | 480 | 5 | – | (14) | 470 | ||||||
Other loans | 545 | (4) | – | (17) | 524 | ||||||
Loans | 1,025 | 1 | (47) | (31) | 948 | ||||||
Assets backing contracts where the financial risk is borne by policyholders | 234 | – | 10,543 | – | 10,778 | ||||||
Hedge accounting derivatives | – | – | 269 | – | 269 | ||||||
Other derivatives | – | (39) | (373) | – | (412) | ||||||
Investment management expenses | (588) | – | – | – | (588) | ||||||
Other(c) | 606 | (249) | 572 | 6 | 935 | ||||||
NET INVESTMENT RESULT | 12,941 | 3,282 | 12,529 | (444) | 28,308 |
(a) Including fixed income maturities held by consolidated investment funds, designated at fair value through profit & loss.
(b) Including equity securities maturities held by consolidated investment funds, designated as at fair value through profit & loss.
(c) As described in note 1.11.2 on accounting principles, subordinated perpetual notes have been reclassified in shareholders’ equity in all the periods
presented (see note 13 for details).
F-186
Net investment revenuesare presented net of depreciation charges on directly-owned investment properties, and
net of amortization of bond premiums/discounts. All investment management fees are also included in the aggregate
figure.
Realized investment gains and lossesinclude post-disposal releases of valuation allowances for impairment.
The change in fair value of investments at fair value through profit & lossconsists mainly of adjustments relating
to investments backing contracts where the financial risk is borne by policyholders.
The change in financial instruments impairmentincludes all additional impairment reserves on investments, and
releases of impairment reserves only following revaluation. Releases of impairment reserves following disposals are
included in net realized capital gains or losses on investments.
Changes in the fair value of financial instruments designated at fair value through profit & loss, relating to available for
sale equities and fixed maturities, correspond to the change in fair value of underlying items in fair value hedges (as
defined by IAS 39) in Japan.
F-187
Note 22: Net result of reinsurance ceded
(in Euro million)
December 31, 2006 | |||||||||||
Life & Savings | Property & Casualty | International Insurance | Inter-segment eliminations | TOTAL | |||||||
Premiums ceded and unearned premiums ceded | (929) | (1,043) | (1,965) | 158 | (3,779) | ||||||
Claims ceded (including change in claim reserves) | 860 | 315 | 777 | (63) | 1,890 | ||||||
Commissions received from reinsurers | 41 | 95 | 294 | 3 | 434 | ||||||
Net result of reinsurance ceded | (28) | (632) | (893) | 99 | (1,455) |
(in Euro million) | |||||||||||
December 31, 2005 | |||||||||||
Life & Savings | Property & Casualty | International Insurance | Inter-segment eliminations | TOTAL | |||||||
Premiums ceded and unearned premiums ceded | (944) | (986) | (1,122) | 146 | (2,907) | ||||||
Claims ceded (including change in claim reserves) | 864 | 312 | 1,273 | (13) | 2,436 | ||||||
Commissions received from reinsurers | 73 | 93 | 166 | (3) | 329 | ||||||
Net result of reinsurance ceded | (7) | (581) | 317 | 130 | (141) |
(in Euro million) | |||||||||||
December 31, 2004 | |||||||||||
Life & Savings | Property & Casualty | International Insurance | Inter-segment eliminations | TOTAL | |||||||
Premiums ceded and unearned premiums ceded | (820) | (998) | (1,172) | 209 | (2,782) | ||||||
Claims ceded (including change in claim reserves) | 746 | 203 | 667 | (212) | 1,405 | ||||||
Commissions received from reinsurers | 91 | 131 | 105 | (13) | 314 | ||||||
Net result of reinsurance ceded | 17 | (663) | (401) | (15) | (1,063) |
In 2006, the decrease in net result of reinsurance ceded was mainly attributable to the International Insurance
operations, which fell by€1,210 million (€–893 million compared to€317 million in 2005). The decrease was mainly
due to the following factors:
- at AXA RE, a decrease of€938 million to€–491 million following the transfer to Paris Ré of the gross technical result
for the year, compared with a positive result of€447 million in 2005 due to strong loss recovery on major claims
during the year (particularly Hurricanes Katrina, Rita and Wilma);
- at AXA Corporate Solutions, a decline of€209 million (from€–222 million to€–431 million) due to lower loss recovery
following an improvement in claims gross of reinsurance.
In Property & Casualty operations, the decrease of€52 million in 2006 (from€–581 million to€–632 million) was mainly
attributable to the United Kingdom (down from€–99 million to€–152 million) due to lower loss recovery following an
improvement in claims gross of reinsurance.
F-188
Note 23: Financing debt expenses
As described in note 1.11.2 on accounting principles, subordinated perpetual notes and related interest have been
reclassified in shareholders’ equity, which had the effect of decreasing financing debt expenses by€121 million and
€144 million respectively at end 2005 and 2004.
Financing debt expenses (€474 million in 2006,€481 million in 2005 and€439 million in 2004) include incomes and
expenses relating to hedging derivative instruments on financing debt, mainly for AXA SA (€142 million in 2006,€176 million
in 2005 and€248 million in 2004).
F-189
Note 24: Expenses by type
24.1. Acquisition costs
Life & Savings | Property & Casualty | International Insurance | Total Insurance | ||||||||
Acquisition costs – gross(a) | (4,480) | (3,821) | (301) | (8,603) | |||||||
Change in deferred acquisition costs and equivalents(b) | 1,378 | 34 | 1 | 1,413 | |||||||
Net acquisition costs | (3,103) | (3,787) | (300) | (7,190) |
(a) Includes all acquisition expenses relating to insurance and investment contracts before capitalization/amortization of deferred acquisition costs and equivalents.
(b) Change (capitalization and amortization) in deferred acquisition costs relating to insurance and investment contracts with discretionary participation features and changes in net rights to future management fees relating to investment contracts with no discretionary participation features.
24.2. Expenses by type
Life & Savings | Property & Casualty | International Insurance | Total Insurance | ||||||||
Acquisition costs – gross(a) | 4,480 | 3,821 | 301 | 8,603 | |||||||
Claims handling expenses(b) | 365 | 887 | 391 | 1,642 | |||||||
Investment management expenses(c) | 386 | 46 | 19 | 451 | |||||||
Administrative expenses | 2,871 | 1,860 | 345 | 5,076 | |||||||
Banking expenses | – | – | – | – | |||||||
Write back of depreciation for tangible assets | (7) | (11) | – | (17) | |||||||
Other income/expenses | 88 | 2 | (4) | 86 | |||||||
TOTAL EXPENSES BY DESTINATION | 8,183 | 6,606 | 1,052 | 15,841 | |||||||
Breakdown of expenses by type | |||||||||||
Staff costs(d) | 2,214 | 1,809 | 295 | 4,319 | |||||||
Outsourcing and professional services | 328 | 105 | 25 | 459 | |||||||
IT costs | 294 | 232 | 40 | 566 | |||||||
Increase / (write back) of provisions for risk and charges | 34 | (46) | 31 | 18 | |||||||
Charges relating to owner occupied properties | 231 | 168 | 50 | 449 | |||||||
Commissions paid | 3,506 | 3,481 | 459 | 7,445 | |||||||
Other expenses | 1,577 | 856 | 152 | 2,586 |
(a) Includes all acquisition expenses relating to insurance and investment contracts before capitalization/amortization of deferred acquisition costs and equivalents.
(b) Claims handling expenses are included in the “Technical charges relating to insurance activities” profit & loss caption.
(c) Investment management expenses are included in the “Net investment income” profit & loss caption.
(d) Amount detailed in note 25.
F-190
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||
Asset | Other Financial | Holdings | Inter-segment | TOTAL | TOTAL | TOTAL | |||||||
Management | Services | eliminations | |||||||||||
– | – | – | (2) | (8,605) | 8,076 | 7,643 | |||||||
– | – | – | – | 1,413 | (1,538) | (1,687) | |||||||
– | – | – | (2) | (7,191) | 6,537 | 5,957 |
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||||
Asset Management | Other Financial Services | Holdings | Inter-segment eliminations | TOTAL | TOTAL | TOTAL | |||||||||
– | – | – | 2 | 8,605 | 8,076 | 7,643 | |||||||||
– | – | – | – | 1,643 | 1,575 | 1,433 | |||||||||
– | – | – | (88) | 363 | 126 | 691 | |||||||||
3,288 | 321 | 393 | (290) | 8,788 | 8,596 | 7,906 | |||||||||
– | 78 | – | – | 78 | 61 | – | |||||||||
– | – | (1) | – | (18) | 3 | – | |||||||||
245 | (23) | (19) | 3 | 292 | (32) | – | |||||||||
3,533 | 375 | 374 | (372) | 19,750 | 18,405 | 17,673 | |||||||||
1,721 | 149 | 320 | – | 6,509 | 6,036 | 5,738 | |||||||||
164 | 20 | 25 | (10) | 657 | 527 | – | |||||||||
100 | 11 | 215 | – | 892 | 857 | – | |||||||||
26 | (19) | (3) | – | 23 | (195) | 190 | |||||||||
243 | 7 | 18 | (2) | 714 | 651 | – | |||||||||
802 | 77 | – | (258) | 8,066 | 7,599 | 6,574 | |||||||||
477 | 130 | (201) | (103) | 2,889 | 2,931 | 5,171 |
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Note 25: Employees
25.1. Breakdown of staff costs
Breakdown of staff costs was as follows:
(in Euro million) | |||||
December 31, 2006 | December 31, 2005 | ||||
Wages and benefits | 5,043 | 4,685 | |||
Social contributions | 687 | 626 | |||
Employee benefit costs | 257 | 275 | |||
Share based compensation | 185 | 116 | |||
Other staff costs and employees’ profit sharing(a) | 337 | 334 | |||
TOTAL STAFF COSTS | 6,509 | 6,036 |
(a) Including redundancies and early retirement costs (triggering event = set up of the plan), and employees’ profit sharing in France.
25.2. Employee benefits
25.2.1. Defined contribution plans
The cost of the contributions paid was recognized as an expense in the income statement, and amounted to€88 million
for the year ended December 31, 2006 (€72 million in 2005).
25.2.2. Defined benefit plans
The assumptions for each plan are consistent with the economic features of the countries in which the liabilities lie. The
weighted-average assumptions used by AXA for pension plans in the principal regions in which AXA operates were as follows:
DECEMBER 2006 ASSUMPTIONS
Europe | North America | Japan | Other | ||||||||
Pension benefit obligation – assumptions at end 2006 | |||||||||||
Discount rate | 4.3% | 5.7% | 2.0% | 6.3% | |||||||
Salary increase for future years | 2.9% | 5.8% | 0.0% | 4.5% | |||||||
Inflation | 1.9% | 2.5% | 0.0% | 2.5% | |||||||
Net periodic benefit cost – assumptions at beginning of 2006 | |||||||||||
Discount rate | 4.3% | 5.6% | 1.9% | 5.4% | |||||||
Expected return on plan assets | 6.2% | 7.2% | 1.1% | 6.9% | |||||||
Salary increase for future years | 2.7% | 5.2% | 0.0% | 5.0% | |||||||
The assumptions used for 2005 and 2004 were as follows:
DECEMBER 2005 ASSUMPTIONS
Europe | North America | Japan | Other | ||||||
Pension benefit obligation – assumptions at end 2005 | |||||||||
Discount rate | 4.3% | 5.6% | 1.9% | 5.4% | |||||
Salary increase for future years | 2.7% | 5.2% | 0.0% | 5.0% | |||||
Net periodic benefit cost – assumptions at beginning of 2005 | |||||||||
Discount rate | 5.1% | 5.8% | 1.9% | 6.6% | |||||
Expected return on plan assets | 6.5% | 5.2% | 1.3% | 6.6% | |||||
Salary increase for future years | 3.5% | 5.6% | 0.0% | 3.6% |
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DECEMBER 2004 ASSUMPTIONS
Europe | North America | Japan | Other | ||||||
Pension benefit obligation – assumptions at end 2004 | |||||||||
Discount rate | 5.1% | 5.8% | 1.9% | 6.6% | |||||
Salary increase for future years | 3.5% | 5.6% | 0.0% | 3.6% | |||||
Net periodic benefit cost – assumptions at beginning of 2004 | |||||||||
Discount rate | 5.5% | 6.3% | 1.1% | 6.6% | |||||
Expected return on plan assets | 6.4% | 8.3% | 1.3% | 7.5% | |||||
Salary increase for future years | 3.6% | 6.2% | 0.0% | 3.6% |
The acquisition of Winterthur in 2006 had a significant impact on the assumptions used by introducing a significant
Swiss weighting into the European economic mix.
25.2.3. Annual change in pension benefit obligation
The annual change in the projected benefit obligation (PBO) is calculated on the basis of:
– Service cost for the period (representing the increase in the PBO attributable to one year of additional service).
– Interest cost (cost of one year less discounting).
– Benefits paid.
– Actuarial gains and losses (change in long-term assumptions, change in staff, etc.)
– Change in plans.
25.2.4. Balance sheet information
The balance sheet information for employee benefits captures the difference between the projected benefit obligation
(PBO), the market value of the corresponding invested plan assets, and any unrecognized prior service cost. When this
difference is positive, a contingency and loss reserve is recognized in the balance sheet as a liability. When it is negative,
a prepaid asset is recognized in the balance sheet.
In addition, in accordance with IAS 19, a category of assets referred to as “separate assets” is also recorded in the
balance sheet. As defined by IFRS, separate assets are assets that may not be used to offset the PBO. Separate assets
are insurance contracts issued by AXA to back its defined benefit pension plans. The accounting consequence of these
separate assets is a potential increase in the accrued liability or decrease in the prepaid asset. These assets are shown
separately in the following table. The most significant part of the separate assets relates to the United States pension
plans, whose funds are largely invested in separate account (unit-linked) insurance contracts written by AXA Equitable.
These funds are dedicated to specific insurance contracts and are not available to general creditors, so their economic
nature is no different from plan assets. However, as the separate account assets are availabl e to the pension plan
through an insurance contract, IFRS requires their categorization as separate assets despite their economic nature.
AXA Group has decided to use the SORIE option available under IAS 19. Under the SORIE option, actuarial gains and
losses are recognized in full in the period in which they occurred, but outside of profit or loss, and are presented on a
separate line of the Statement Of Recognized Income and Expense in shareholders’ equity (see Statement of
consolidated shareholders’ equity).
Actuarial gains and losses result from experience adjustments (the effects of differences between the previous actuarial
assumptions and what has actually occurred) and changes in actuarial assumptions. They also include differences
between the expected and actual returns on plan assets.
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Unrecognized prior service cost represents non-vested benefits on the date of a change in the amount of benefits
following an amendment to the plan. It is amortized on a straight-line basis over the average vesting period.
The table below presents the change in benefit obligation and the change in plan assets associated with pension plans
and other benefit plans sponsored by AXA, together with an analysis of separate assets as at December 31, 2006. The
acquisition of Winterthur took place at 2006 year-end and, accordingly, only had an impact on data relating to
acquisitions and on end-of-year balances.
(in Euro million) | |||||||||||||
Pension benefits | Other benefits | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Change in benefit obligation | |||||||||||||
Benefit obligation, beginning of the year | 11,421 | 9,573 | 8,602 | 716 | 581 | 508 | |||||||
Service cost | 229 | 206 | 180 | 13 | 14 | 5 | |||||||
Interest cost | 501 | 517 | 461 | 31 | 36 | 30 | |||||||
Amendments (including acquisitions) | 3,625 | 46 | 385 | (7) | 18 | 83 | |||||||
Actuarial (gains) and losses | (227) | 1,083 | 612 | (35) | 4 | 23 | |||||||
Benefits paid | (419) | (402) | (362) | (49) | (50) | (30) | |||||||
Benefits directly paid by the employer | (128) | (115) | (104) | – | – | – | |||||||
Impact of foreign currency fluctuations | (268) | 513 | (199) | (66) | 113 | (39) | |||||||
Benefit obligation at the end of the year (A) | 14,734 | 11,421 | 9,573 | 604 | 716 | 581 | |||||||
Change in plan assets | |||||||||||||
Fair value of plan assets, beginning of the year | 4,693 | 3,869 | 3,619 | 14 | 9 | 8 | |||||||
Actual return on plan assets | 395 | 689 | 346 | (4) | 3 | – | |||||||
Employer contributions | 114 | 136 | 114 | 4 | 5 | 3 | |||||||
Employee contributions | 11 | 11 | 10 | – | 2 | 2 | |||||||
Net transfer in (out) (including acquisitions) | 3,220 | 88 | – | – | 1 | – | |||||||
Benefits paid | (246) | (234) | (207) | (4) | (6) | (4) | |||||||
Impact of foreign currency fluctuations | 28 | 135 | (14) | – | – | – | |||||||
Fair value of plan assets at the end of the year (B) | 8,216 | 4,693 | 3,869 | 9 | 14 | 9 | |||||||
Change in separate assets | |||||||||||||
Fair value of separate assets, beginning of the year | 2,697 | 2,265 | 2,195 | – | – | – | |||||||
Actual return on separate assets | 221 | 206 | 208 | – | – | – | |||||||
Employer contributions | 39 | 197 | 147 | – | – | – | |||||||
Employee contributions | 4 | 4 | 4 | – | – | – | |||||||
Net transfer in (out) (including acquisitions) | (85) | (82) | 3 | – | – | – | |||||||
Benefits paid | (168) | (168) | (155) | – | – | – | |||||||
Impact of foreign currency fluctuations | (227) | 274 | (137) | – | – | – | |||||||
Fair value of separate assets at the end of the year | 2,480 | 2,697 | 2,265 | – | – | – | |||||||
Funded status | |||||||||||||
Underfunded status (plan by plan) | (6,530) | (6,729) | (5,707) | (595) | (703) | (572) | |||||||
Overfunded status (plan by plan) | 12 | 1 | 3 | – | – | – | |||||||
Funded status (B) – (A) | (6,519) | (6,728) | (5,704) | (595) | (703) | (572) | |||||||
Unrecognized prior service cost | 89 | 74 | 38 | – | – | – | |||||||
Liability and asset recognized in the balance sheet (excluding separate assets) | |||||||||||||
Plans with a positive net position (Asset) | 11 | 1 | 3 | – | – | – | |||||||
Plans with a negative net position (Liability) | (6,440) | (6,655) | (5,669) | (595) | (703) | (572) | |||||||
Net position (excluding separate assets) | (6,430) | (6,654) | (5,666) | (595) | (703) | (572) | |||||||
Net economic funding position (including separate assets) | |||||||||||||
Net position (excluding separate assets) | (6,430) | (6,654) | (5,666) | (595) | (703) | (572) | |||||||
Fair value of separate assets at the end of the year | 2,480 | 2,697 | 2,265 | – | – | – | |||||||
Net economic funding position (including separate assets) | (3,950) | (3,957) | (3,401) | (595) | (703) | (572) |
F-194
For pension plans where the fair value of plan assets exceeds the benefit obligation, the aggregate fair value of plan assets
and aggregate benefit obligation were€122 million and€109 million, respectively, as at December 31, 2006.
For pension plans where the benefit obligation exceeds the fair value of plan assets, the aggregate fair value of plan assets
and aggregate benefit obligation were€8,094 million and€14,625 million, respectively, as at December 31, 2006.
25.2.5. Net periodic benefit cost
The net periodic benefit cost, that is, the annual expense for employee pension and other benefits recorded in the
income statement, for the year ended December 31, 2006 is presented below:
(inEuro million) | |||||||||||||
Pension benefits | Other benefits | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Net periodic benefit cost | |||||||||||||
Service cost | 229 | 206 | 180 | 13 | 14 | 5 | |||||||
Interest cost | 501 | 517 | 461 | 31 | 36 | 30 | |||||||
Expected return on plan assets | (314) | (269) | (363) | – | – | – | |||||||
Expected return on separate assets | (172) | (189) | (18) | – | – | – | |||||||
Amortization of unrecognized amounts | 6 | (12) | 5 | – | – | – | |||||||
Settlements/curtailments and employee contributions | (24) | 4 | 1 | (20) | 16 | (2) | |||||||
Net periodic benefit cost | 225 | 257 | 265 | 23 | 66 | 33 |
25.2.6. Net economic funding position
The evolution in the net economic funding position from January 1, 2006 to December 31, 2006 captures both the change
in the liability recorded in the Group’s balance sheet and the change in separate assets, as presented in the table below:
(in Euro million) | |||||||||||||
Pension benefits | Other benefits | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Net economic funding | |||||||||||||
Opening position | (3,957) | (3,401) | (3,192) | (703) | (572) | (609) | |||||||
Net periodic benefit cost | (225) | (257) | (265) | (23) | (66) | (33) | |||||||
Employer contributions and benefits paid directly | 242 | 328 | 264 | 49 | 49 | 29 | |||||||
Acquisitions and disposals(a) | (485) | �� | 121 | 207 | (8) | (23) | – | ||||||
SORIE impact (including exchange rate impact)(b) | 392 | (667) | (445) | 24 | (28) | – | |||||||
Exchange rate impact | 83 | (81) | 30 | 66 | (64) | 41 | |||||||
Closing position | (3,950) | (3,957) | (3,401) | (595) | (703) | (572) |
(a) This amount includes the acquisition of Winterthur.
(b) The SORIE impact consists in the actuarial gains and losses recorded gross of policyholder benefit and gross of deferred tax. It represents the actuarial
gains or losses recorded as a provision with a corresponding amount recognized in shareholders’ equity.
During 2006, the change in the SORIE component of shareholders’ equity after deduction of deferred tax and
policyholder benefits was€258 million (€–415 million in 2005 and€–319 million in 2004). As at December 31, 2006,
the cumulative impact since first time application amounted to€–478 million (€–73 6 million at the end of 2005).
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25.2.7. Change in the liability recognized in the balance sheet
(excluding separate assets)
The change in the balance sheet liability from January 1, 2006 to December 31, 2006 captures only the evolution of
the liability recorded in the Group’s balance sheet. It does not take into account separate assets. The change excluding
separate assets is presented in the table below:
(in Euro million) | |||||||||||||
Pension benefits | Other benefits | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Change in the liability recognized in the balance sheet | |||||||||||||
Balance sheet liability, beginning of the year | (6,654) | (5,666) | (4,953) | (703) | (572) | (609) | |||||||
Net periodic benefit cost | (225) | (257) | (265) | (23) | (66) | (33) | |||||||
Adjustment due to separate assets | (232) | (210) | (212) | – | – | – | |||||||
Employer contributions | 114 | 136 | 114 | 4 | 5 | 3 | |||||||
Benefits paid directly | 128 | 115 | 104 | 45 | 44 | 26 | |||||||
Benefits paid through separate assets | 168 | 168 | 155 | – | – | – | |||||||
Acquisitions and disposals (including Winterthur acquisition) | (548) | – | (322) | (8) | (23) | – | |||||||
Net transfer of separate assets to plan assets | 155 | 82 | (3) | – | – | – | |||||||
Actuarial gains and losses recognized in the SORIE component (including exchange rate impact) | 392 | (667) | (445) | 24 | (28) | – | |||||||
Exchange rate impact | 272 | (355) | 161 | 66 | (64) | 41 | |||||||
Balance sheet liability at the end of the year | (6,430) | (6,654) | (5,666) | (595) | (703) | (572) | |||||||
Fair value of separate assets at the end of the year | 2,480 | 2,697 | 2,265 | – | – | – | |||||||
Net economic funding position at the end of the year | (3,950) | (3,957) | (3,401) | (595) | (703) | (572) |
25.2.8. Change in actuarial gains and losses recognized in the balance sheet
in the SORIE component of shareholders’ equity
The Statement Of Recognized Income and Expense (SORIE) is an integral part of the statement of changes in
shareholders’ equity. It includes actuarial gains and losses as well as net income for the period (see note 13).
The table below shows the change in the SORIE component between January 1, 2004 and December 31, 2006 due
to adjustments arising on plan liabilities and adjustments arising on plan assets.
(in Euro million) | |||||||||||||
Pension benefits | Other benefits | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Opening actuarial gains and losses recognized in shareholders’ equity | (1,112) | (445) | – | (28) | – | – | |||||||
Experience adjustments on plan liabilities | 226 | (1,053) | (469) | 28 | (30) | – | |||||||
Experience adjustments on plan assets | 141 | 426 | 85 | (5) | 3 | – | |||||||
Exchange rate impact | 24 | (40) | (62) | – | (1) | – | |||||||
Closing actuarial gains and losses recognized in shareholders’ equity | (720) | (1,112) | (445) | (4) | (28) | – |
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25.2.9. Near-term cash flows (benefits paid and employer contributions)
a) Benefits paid
(in Euro million) | |||||
Pension benefits | Other benefits | ||||
Estimated future benefits paid | |||||
2007 | 835 | 44 | |||
2008 | 727 | 42 | |||
2009 | 752 | 41 | |||
2010 | 789 | 40 | |||
2011 | 771 | 39 | |||
Five years thereafter | 3,900 | 225 |
b) Employer contributions
The estimated amount of 2007 employer contributions for pension benefits was€280 million (€259 million estimated
in 2005 for 2006). The estimated amount for other benefits was€24 million (€28 million estimated in 2005 for 2006).
These amounts are subject to uncertainty as they will be driven by 2007 economics.
25.2.10. Asset mix at the end of 2006
The table below shows the plan asset mix at end 2006:
Total Group | Europe | North America | Other | ||||||
Plan asset mix | |||||||||
Equities | 40.12% | 38.90% | 62.44% | 55.57% | |||||
Bonds | 43.13% | 43.94% | 35.88% | 25.81% | |||||
Real estate | 8.54% | 8.76% | 1.56% | 8.56% | |||||
Other | 8.21% | 8.40% | 0.12% | 10.05% | |||||
TOTAL | 100% | 100% | 100% | 100% | |||||
TOTAL in euro million | 8,225 | 7,447 | 529 | 249 | |||||
The table below shows the total asset mix i.e., for plan assets and separate assets:
Total Group | Europe | North America | Other | ||||||
Total asset mix | |||||||||
Equities | 45.35% | 37.11% | 73.06% | 55.57% | |||||
Bonds | 39.26% | 45.60% | 18.53% | 25.81% | |||||
Real estate | 8.34% | 8.42% | 8.02% | 8.56% | |||||
Other | 7.06% | 8.87% | 0.39% | 10.05% | |||||
TOTAL | 100% | 100% | 100% | 100% | |||||
TOTAL in euro million | 10,704 | 8,128 | 2,327 | 249 |
As pension liabilities are of a long-term nature, a mixture of bond, equity, and real estate investments is used in the plan
assets. The percentage of equities is higher in the Anglo-Saxon countries, where investment strategy is often
determined by Plan trustees. This asset mix generates some degree of volatility in returns, but over the long-term is
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expected to provide a higher return than pure bond investments. Higher return is consistent with past experience, but
may not be the case in the future.
The asset mix is maintained close to the target level, with minor fluctuations over time due to shifting market values of
assets. The acquisition of Winterthur in 2006 had an impact on the evolution of the asset mix between 2005 and 2006.
Various methods are used to determine the expected long-term return on the Group’s assets depending on geographic
area. Globally, it is based on historic returns adjusted for future expectations in each asset class. In addition, external
consultants review or determine these assumptions to guarantee their appropriateness for each country.
25.2.11. Other employee benefits
AXA provides certain medical and life insurance benefits (“post-retirement benefits”) to employees, managers and
agents who retire after having met certain age and service requirements. The life insurance benefits are related to age
and salary at retirement. The expected costs of providing post-retirement benefits are accrued over this vesting period.
AXA paid€40 million in post-retirement benefits for the year ended December 31, 2006 (€39 million in 2005 and
€30 million in 2004).
25.2.12. Balance sheet reconciliation
(in Euro million) | |||||||
2006 | 2005 | 2004 | |||||
Balance sheet reconciliation | |||||||
Net position (excluding separate assets): | |||||||
Employee benefit liabilities | (7,025) | (7,357) | (6,238) | ||||
Other liabilities | (290) | (375) | (362) | ||||
TOTAL | (7,315) | (7,732) | (6,600) |
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25.3. Share-based compensation
(in Euro million) | |||||||
2006 | 2005 | 2004 | |||||
Cost by plan | |||||||
AXA SA stocks options | 33.2 | 27.1 | 19.3 | ||||
2003 grants | 3.0 | 6.3 | 9.7 | ||||
2004 grants | 8.2 | 12.6 | 9.6 | ||||
2005 grants | 10.9 | 8.2 | |||||
2006 grants | 11.1 | ||||||
AXA stock options for U.S. holding company | 24.0 | 16.0 | 11.5 | ||||
2005 AXA SA grants | 4.3 | 3.3 | |||||
2006 AXA SA grants | 11.2 | ||||||
AXA ADR grants | 8.5 | 12.7 | 11.5 | ||||
AXA SA stock options for agents (2004) | 6.9 | ||||||
AXA Group shareplan | 16.3 | 10.5 | 19.0 | ||||
Classic plan | 4.3 | 1.7 | 1.5 | ||||
Leveraged plan | 12.0 | 8.8 | 17.6 | ||||
AXA performance shares | 13.6 | 5.9 | |||||
2005 grants | 8.4 | 5.2 | |||||
2006 grants | 4.1 | ||||||
Restricted Shares 2005 | 1.1 | 0.7 | |||||
AXA performance unit plans | 48.8 | 14.8 | 5.1 | ||||
2004 equity grants | 0.6 | 0.7 | |||||
2005 equity grants | 1.7 | 1.1 | |||||
2006 equity grants | 1.3 | ||||||
2004 cash grants | 11.8 | 5.7 | 5.1 | ||||
2005 cash grants | 22.0 | 7.3 | |||||
2006 cash grants | 11.5 | ||||||
AXA Financial share-based compensation instruments | 13.0 | 39.4 | 23.5 | ||||
AXA Financial SAR | 8.3 | 29.0 | 13.0 | ||||
AXA Financial restricted shares and PARS | 4.7 | 10.4 | 10.4 | ||||
AXA APH stock option plan | 5.5 | 4.0 | 2.2 | ||||
TOTAL | 155.3 | 117.6 | 87.7 |
The total employee share-based compensation cost of€155.3 million shown above does not include the cost
generated by the liquidity guarantee granted by AXA SA to old AXA IM stock option plans, which amounted to a non-
recurring cost of€30 million recorded in 2006.
In accordance with IFRS 2, the cost shown above includes equity-settled share-based payment instruments for grants
made after November 7, 2002 which had not yet vested at December 31, 2003.
The total share-based compensation cost also includes transaction costs directly related to the issuance of share-
based compensation instruments by the Group and by AXA subsidiaries.
Following the acquisition of Winterthur,and to avoid the dilution of stock options, performance units and
performance shares, the number of outstanding stock options, performance units and performance shares was
adjusted to maintain (not increase) the value of these instruments to employees.
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25.3.1. Share-based compensation instruments issued by the Group
AXA SA STOCK OPTIONS
Executive officers and other key employees may be granted options to purchase ordinary AXA shares under employee
stock option plans. While the precise terms and conditions of each option grant may vary, options are currently (i)
granted at a price not less than the average closing price of the ordinary share on the Paris Stock Exchange during the
20 trading days preceding the date of grant, (ii) valid for a maximum term of ten years, and (iii) vest in installments of
33.33% per year on each of the second, third and fourth anniversaries of the grant date (generally in March).
For members of the executive committee, the first two installments vest unconditionally at the end of the vesting period.
However, the final installment will only vest if AXA shares outperform the DowJones Europe Stoxx Insurance index after
a period of four years.
The following table shows AXA SA stock options granted under all plans, and not only the ones granted after November 7, 2002.
AXA SA STOCK OPTION PLANS
Options (in million) | Weighted price (in Euro) | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Options | |||||||||||||
Outstanding on January 1 | 67.2 | 59.8 | 52.3 | 22.42 | 22.06 | 22.69 | |||||||
Granted | 11.4 | 12.4 | 10.3 | 29.09 | 16.24 | 17.69 | |||||||
Capital increase | 1.2 | – | – | – | – | – | |||||||
Exercised | (1.0) | (3.9) | (1.2) | 24.34 | 11.50 | 9.44 | |||||||
Expired | – | – | – | – | – | – | |||||||
Cancelled | (8.2) | (1.1) | (1.5) | 15.95 | 22.22 | 23.94 | |||||||
Outstanding at December 31 | 70.6 | 67.2 | 59.8 | 23.71 | 22.42 | 22.06 |
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The number of outstanding options and the number of exercisable options as at December 31, 2006 are shown below
by maturity date:
(in million)
Outstanding options | Exercisable options | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Exercisable until | |||||||||||||
July 9, 2006 | 0.0 | 0.6 | 1.2 | 0.0 | 0.6 | 1.2 | |||||||
January 21, 2007 | 0.0 | 1.9 | 3.0 | 0.0 | 1.9 | 3.0 | |||||||
September 9, 2007 | 0.1 | 0.2 | 0.2 | 0.1 | 0.2 | 0.2 | |||||||
September 29, 2007 | 0.0 | 0.1 | 0.1 | 0.0 | 0.1 | 0.1 | |||||||
April 19, 2008 | 5.0 | 6.1 | 6.3 | 5.0 | 6.1 | 6.3 | |||||||
June 8, 2009 | 5.0 | 5.2 | 5.2 | 5.0 | 5.2 | 5.2 | |||||||
November 17, 2009 | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 | |||||||
July 11, 2010 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | |||||||
July 4, 2010 | 5.3 | 5.3 | 5.4 | 5.3 | 5.3 | 5.4 | |||||||
November 12, 2010 | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 | |||||||
May 8, 2011 | 7.6 | 7.6 | 7.7 | 7.6 | 7.6 | 5.2 | |||||||
February 26, 2012 | 6.8 | 8.5 | 8.7 | 6.8 | 5.2 | 2.9 | |||||||
March 13, 2013 | 7.4 | 9.1 | 10.4 | 5.0 | 1.9 | ||||||||
March 26, 2014 | 9.3 | 9.9 | 10.1 | 3.1 | |||||||||
March 29, 2015 | 8.3 | 8.4 | |||||||||||
March 29, 2015 | 3.5 | 3.5 | |||||||||||
June 16, 2015 | 0.0 | 0.0 | |||||||||||
June 27, 2015 | 0.2 | 0.2 | |||||||||||
July 1, 2015 | 0.0 | 0.0 | |||||||||||
September 21, 2015 | 0.1 | 0.1 | |||||||||||
March 30, 2016 | 7.3 | ||||||||||||
March 30, 2016 | 3.9 | ||||||||||||
September 24, 2016 | 0.1 | ||||||||||||
November 12, 2016 | 0.0 | ||||||||||||
Total number of options | 70.6 | 67.2 | 59.8 | 38.4 | 34.5 | 30.9 |
Outstanding options | Exercisable options | ||||||||
Number (in million) | Exercise price (in Euro) | Number (in million) | Exercise price (in Euro) | ||||||
Price range | |||||||||
€6.48 -€12.96 | 7.4 | 10.73 | 5.0 | 10.73 | |||||
€12.96 -€19.44 | 9.4 | 17.29 | 3.2 | 17.24 | |||||
€19.44 -€25.92 | 24.1 | 20.89 | 11.9 | 21.55 | |||||
€25.92 -€32.40 | 24.1 | 29.26 | 12.8 | 29.93 | |||||
€32.40 -€38.87 | 0.2 | 37.74 | 0.2 | 37.74 | |||||
€38.87 -€45.35 | 5.4 | 39.91 | 5.4 | 39.91 | |||||
€6.48 -€45.35 | 70.6 | 23.71 | 38.4 | 25.26 |
F-201
Information on options granted after November 7, 2002 is shown in the table below:
POST NOVEMBER 7, 2002AXA SA STOCK OPTION PLANS
Options (in million) | Weighted price (inEuro) | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Options | |||||||||||||
Outstanding on January 1 | 31.2 | 20.5 | 10.7 | 16.89 | 14.26 | 10.96 | |||||||
Granted | 11.4 | 12.4 | 10.3 | 29.09 | 20.69 | 17.68 | |||||||
Capital increase | 0.5 | – | – | – | – | – | |||||||
Exercised | (0.6) | (1.0) | – | 14.58 | 10.96 | 10.96 | |||||||
Expired | – | – | – | – | – | – | |||||||
Cancelled | (2.3) | (0.6) | (0.4) | 19.96 | 8.91 | 13.91 | |||||||
Outstanding at December 31 | 40.2 | 31.2 | 20.5 | 20.14 | 16.89 | 14.26 |
The number of outstanding options and the number of exercisable options at December 31, 2006 are shown below by
maturity date for AXA SA plans granted after November 7, 2002 :
(in million) | |||||||||||||
Outstanding options | Exercisable options | ||||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Exercisable until | |||||||||||||
March 13, 2013 | 7.4 | 9.1 | 10.4 | 5.0 | 1.9 | ||||||||
March 26, 2014 | 9.3 | 9.9 | 10.1 | 3.1 | |||||||||
March 29, 2015 | 8.3 | 8.4 | |||||||||||
March 29, 2015 | 3.5 | 3.5 | |||||||||||
June 16, 2015 | 0.0 | 0.0 | |||||||||||
June 27, 2015 | 0.2 | 0.2 | |||||||||||
July 1, 2015 | 0.0 | 0.0 | |||||||||||
September 21, 2015 | 0.1 | 0.1 | |||||||||||
March 30, 2016 | 7.3 | ||||||||||||
March 30, 2016 | 3.9 | ||||||||||||
September 24, 2016 | 0.1 | ||||||||||||
November 12, 2016 | 0.0 | ||||||||||||
Total number of options | 40.2 | 31.2 | 20.5 | 8.0 | 1.9 | ||||||||
Outstanding options | Exercisable options | ||||||||
Number (in million) | Exercise price (in Euro) | Number (in million) | Exercise price (in Euro) | ||||||
Price range | |||||||||
€6.48 -€12.96 | 7.4 | 10.73 | 5.0 | 10.73 | |||||
€12.96 -€19.44 | 9.3 | 17.31 | 3.1 | 17.31 | |||||
€19.44 -€25.92 | 12.2 | 20.25 | 0.0 | 0.00 | |||||
€25.92 -€32.40 | 11.3 | 28.49 | 0.0 | 0.00 | |||||
€6.48 -€32.40 | 40.2 | 20.14 | 8.0 | 13.26 |
F-202
The fair value of AXA SA stock options is calculated using the Black&Scholes option pricing model. The effect of
expected early exercise is taken into account through the use of an expected life assumption based on historical data.
AXA SA share price volatility is estimated on the basis of implied volatility, which is checked against an analysis of
historical volatility to ensure consistency. The expected AXA SA dividend yield is based on the market consensus. The
risk-free interest rate is based on the Euro zone government bond benchmark curve for the appropriate term.
The option pricing assumptions and fair value for plans issued in 2006, 2005 and 2004 are as follows:
(in Euro million)
2006 | 2005 | 2004 | |||||
Assumptions | |||||||
Dividend yield | 3.5% | 3.15% | 3.10% | ||||
Volatility | 28.00% | 25.00% | 28.00% | ||||
Risk-free interest rate | 3.90% | 3.31% | 3.20% | ||||
Expected life (in years) | 6.0 | 6.0 | 6.0 | ||||
Weighted average fair value per option at grant date in Euro | 6.48 | 4.15 | 3.96 |
The total cost of the AXA SA plans is amortized over the vesting period and an estimated 5% pre-vesting forfeiture rate
is applied. On that basis, the expense recognized in profit & loss for the year ended December 31, 2006 was
€48.7 million (€3 million for the 2003 grants,€8.2 million for the 2004 grants,€15.2 million for the 2005 grants and
€22.3 million for the 2006 grants). Among the 2005 and 2006 grants, the expense relating to AXA SA share options
granted to AXA Financial employees was€15.5 million.
AXA ADR STOCK OPTIONS
The U.S. holding company may grant options to purchase AXA ADRs. These options are issued at the market value of
AXA ADRs on the date of grant. Options granted prior to 2004 vest over a three-year period, with one third vesting on
each anniversary date. However, starting in 2004, new grants generally vest over a four-year period with one third
vesting on each of the second, third and fourth anniversary dates (generally in March). Options currently issued and
outstanding have a 10-year contractual term from their date of grant.
The following tables show a summary of the U.S. holding company’s AXA ADR stock option plans :
AXA ADR STOCK OPTION PLANS | Options (in million) | Weighted price (inU.S.$) | |||||||||||
2006 | 2005 | 2004 | 2006 | 2005 | 2004 | ||||||||
Options | |||||||||||||
Outstanding on January 1 | 38.6 | 44.0 | 40.9 | 24.06 | 23.03 | 23.04 | |||||||
Granted | 0.7 | 1.8 | 7.2 | 23.26 | 26.77 | 20.66 | |||||||
Capital increase | 0.0 | – | – | – | – | – | |||||||
Exercised | (9.1) | (5.7) | (2.5) | 22.08 | 15.68 | 14.82 | |||||||
Expired | – | (1.5) | (1.6) | 33.57 | 29.22 | 23.74 | |||||||
Cancelled | (3.4) | – | – | – | – | – | |||||||
Outstanding at December 31 | 26.8 | 38.6 | 44.0 | 23.40 | 24.06 | 23.03 |
F-203
The 0.7 million options shown for 2006 in the “granted” line in the table above is largely the adjustment made to offset
the dilution due to the capital increase done to finance the acquisition of Winterthur, as employee and associates now
receive AXA S.A. shares rather than ADR options.
Outstanding options | Exercisable options | ||||||||
Number (in million) | Exercise price (in U.S.$) | Number (in million) | Exercise price (in U.S.$) | ||||||
Price range | |||||||||
$9.93 – $12.72 | 4.1 | $12.30 | 4.1 | $12.30 | |||||
$13.10 – $16.35 | 1.0 | $14.38 | 1.0 | $14.38 | |||||
$17.54 – $22.24 | 9.4 | $19.53 | 4.7 | $18.84 | |||||
$25.41 – $32.18 | 10.7 | $29.33 | 8.9 | $29.97 | |||||
$35.10 | 1.5 | $35.10 | 1.5 | $35.10 | |||||
$9.93 – $ 35.10 | 26.8 | $23.40 | 20.2 | $23.40 |
The following table shows information for grants after November 7, 2002:
POST NOVEMBER 7, 2002 | Options (in million) | Weighted price (inU.S.$) | |||||||||||
AXA ADR STOCK OPTION PLANS | 2006 | 2005 | 2004 | 2006 | 2005 | 2004 | |||||||
Options | |||||||||||||
Outstanding on January 1 | 14.0 | 14.5 | 8.9 | 18.18 | 16.36 | 12.60 | |||||||
Granted | 0.1 | 1.8 | 7.1 | 34.23 | 26.77 | 20.66 | |||||||
Capital increase | – | (1.9) | – | – | – | – | |||||||
Exercised | (2.5) | (0.4) | (0.9) | 13.85 | 12.82 | 12.56 | |||||||
Expired | (0.3) | (0.4) | (0.6) | 21.29 | 18.59 | 15.49 | |||||||
Cancelled | 0.0 | – | – | 0.00 | – | – | |||||||
Outstanding at December 31 | 11.3 | 14.0 | 14.5 | 18.70 | 18.18 | 16.36 |
Outstanding options | Exercisable options | ||||||||
Number | Exercise price | Number | Exercise price | ||||||
Price range | (in million) | (in U.S.$) | (in million) | (in U.S.$) | |||||
$9.93 – $15.12 | 3.5 | $12.26 | 3.5 | $12.26 | |||||
$19.50 – $27.45 | 7.8 | $21.62 | 2.0 | $20.21 | |||||
$9.93 – $27.45 | 11.3 | $18.70 | 5.5 | $15.12 |
The fair value of AXA ADR stock options is calculated using the Black&Scholes option pricing model. The effect of
expected early exercise is taken into account through the use of an expected life assumption based on historical data.
AXA ADR volatility is based on AXA SA ordinary shares volatility, adjusted for the US$/€exchange rate volatility.
The expected dividend yield on AXA SA shares is based on the market consensus. The risk-free interest rate is based
on the U.S. Treasury bond curve for the appropriate maturity.
F-204
The option pricing assumptions and fair value for plans issued in 2005 and 2004 are as follows:
2005 | 2004 | ||||
Assumptions | |||||
Dividend yield | 3.01% | 3.10% | |||
Volatility | 25.00% | 29.00% | |||
Risk-free interest rate | 4.27% | 2.90% | |||
Expected life (in years) | 5.0 | 5.0 | |||
Weighted average fair value per option at grant date (in U.S.$) | 5.65 | 4.44 |
From 2006 on, there are no more AXA ADR grants to employees or associates.
AXA GROUP SHAREPLAN
AXA offers its employees the opportunity to become shareholders through special employee share offerings. In
countries that meet the legal and fiscal requirements, two investments options are available: the traditional plan and the
leveraged plan.
In the traditional plan, employees invest in AXA shares at a discount to the market price for unrestricted shares. In the
leveraged plan, an independent bank supplements the employees’ investment so that the total investment is a multiple
of the contribution made by the employees. This total sum is invested in AXA shares at a discount to market price for
unrestricted shares. After a period of five years, employees receive a percentage of any gains made on the investment,
with a guaranteed minimum equal to the amount of their initial investment.
The cost of this plan is valued taking into account the five-year lock-up period, as recommended by the CNC(Conseil
National de la Comptabilité).The CNC approach values the restricted shares through a replication strategy whereby the
employee would sell the restricted shares forward at the end of the lock-up period, borrow enough money to buy
unrestricted shares immediately, and uses the proceeds of the forward sale together with dividends paid during the
lock-up period to finance the loan. For the leveraged plan, the cost also includes the opportunity gain implicitly provided
by AXA by enabling its employees to benefit from an institutional price for derivatives as opposed to a retail price.
On September 18, 2006, the AXA Group made an employee share offering at€22.88 per share for the traditional plan
(discount of 20% to the reference price of€28.60 representing the average over the twenty trading days preceding the
date of announcement) and€24.25 per share for the leveraged plan. Subscriptions amounted to 15.5 million shares,
increasing the share capital by€375.5 million. This offering represented a total cost of€16.3 million taking into account
the five-year lock-up period.
In 2006, the cost of the lock-up period was measured at 13.41% for the traditional plan and 14.32% for the leveraged
plan (different discounts). In addition to the lock-up cost, the opportunity gain offered to the employees under the
leveraged plan was measured at 2.26%.
F-205
The table below shows the main features of the plan, the amounts subscribed, valuation assumptions, and the cost of
the plan for 2006, 2005 and 2004.
PLAN MAIN FEATURES
2004 | 2005 | 2006 | ||||||||||||||||||
Traditional | Leveraged | Traditional | Leveraged | Traditional | Leveraged | |||||||||||||||
Plan maturity (in years) | 5 | 5 | 5 | 5 | 5 | 5 | ||||||||||||||
[a] Discount to face value | 20.00% | 20.00% | 20.00% | 17.50% | 20.00% | 15.21% | ||||||||||||||
Reference price (in Euro) | 16.55 | 22.15 | 28.60 | |||||||||||||||||
Subscription price (in Euro) | 13.50 | 18.06 | 18.63 | 22.88 | 24.25 | |||||||||||||||
Amount subscribed by employee (in Euro million) | 43.5 | 21.1 | 33.7 | 26.8 | 51.8 | 32.0 | ||||||||||||||
Total amount subscribed (in Euro million) | 43.5 | 213.3 | 33.7 | 270.6 | 51.8 | 323.7 | ||||||||||||||
Total number of shares subscribed (in million shares) | 3.2 | 15.6 | 1.9 | 14.4 | 2.3 | 13.2 | ||||||||||||||
Interest rate on employee loan | 7.37% | 7.37% | 7.16% | 7.62% | 7.01% | 7.34% | ||||||||||||||
5-year risk-free rate (euro zone) | 2.97% | 3.09% | 3.66% | |||||||||||||||||
Dividend yield | 3.50% | 2.24% | 3.96% | |||||||||||||||||
Early exit rate | 1.34% | 3.20% | 3.34% | |||||||||||||||||
Interest rate for borrowing securities (repo) | 0.00% | 0.00% | 0.20% | |||||||||||||||||
Retail / institutional volatility spread | N/A | 7.00% | N/A | 4.40% | N/A | 4.20% | ||||||||||||||
[b] Cost of the lock-up for the employee | 17.15% | 16.07% | > 17.50% | 13.41% | 14.32% | |||||||||||||||
[c] Opportunity gain | N/A | 3.75% | N/A | 2.68% | N/A | 2.26% | ||||||||||||||
Total cost for AXA = [a] – [b]+ [c] (equivalent to a discount) | 2.85% | 6.60% | 3.93% | 2.68% | 6.59% | 3.15% | ||||||||||||||
Total cost for AXA (in Euro million) | 1.5 | 17.6 | 1.7 | 8.8 | 4.3 | 12.0 |
OTHER SHARE-BASED COMPENSATION
To a lesser extent, AXA issued Performance Units in 2004, 2005 and 2006. During the vesting period, the Performance
Units initially granted are subject to non-market performance criteria. The value of each Performance Unit is equal to
the average AXA share price before the settlement (which is cash rather than equity-settled in most cases).
The total cost of the Performance Units recorded in earnings in 2006 was€48.8 million (€3.5 million for the equity-
settled portion and€45.3 million for the cash-settled portion).
In 2005 and 2006, Performance Shares were issued in France only.
Performance Shares are similar to Performance Units, but the payment is equity-settled rather than cash-settled.
In France, most of the Performance Units granted to employees have been converted into Performance Shares.
The total cost of Performance Shares was€13.6 million in 2006.
F-206
25.3.2. Share-based compensation instruments issued by local entities
Only those plans that are material at Group level are described below.
AXA ASIA PACIFIC HOLDING STOCK OPTION PLAN
To a lesser extent, AXA APH grants stock options based on APH shares, with both market and non-market
performance conditions.
These plans are valued according to the IFRS applicable in Australia. The total cost for this plan in 2006 was€5.5 million.
AXA FINANCIAL SHARE-BASED COMPENSATION PLANS
The total cost of AXA Financial’s share-based compensation plans in 2006 included€8.3 million in respect of AXA
Financial Stock Appreciation Rights (as they are subject to variations in the basis of recognition due to changes in the
market value of AXA ADRs) and€4.7 million in respect of AXA ADR Restricted Shares and Performance Accelerated
Restricted Shares granted to senior executives and non-employee directors.
25.4. Compensation of Management and officers
In 2006:
- Short-term benefits: compensation paid to members of the Management Board in respect of 2006 totaled
€14.9 million, including fixed salary, bonuses, directors’ fees and benefits in kind.
- Long-term benefits: amounts provisioned or recognized by AXA SA and its subsidiaries for the payment of pensions
or retirement benefits to its corporate officers (members of the Management Board, Chairman of the Supervisory
Board and the employees’ representative on the Supervisory Board) totaled€33.8 million.
- Share-based compensation: the expense recognized in 2006 in respect of share-based compensation granted to
Management Board members was€13 million.
In 2005:
- Short-term benefits: compensation paid to members of the Management Board in respect of 2005 totaled
€12.4 million, including fixed salary, bonuses, directors’ fees and benefits in kind.
- Long-term benefits: amounts provisioned or recognized by AXA SA and its subsidiaries for the payment of pensions
or retirement benefits to its corporate officers (members of the Management Board, Chairman of the Supervisory
Board and the employees’ representative on the Supervisory Board) totaled€29.4 million.
- Share-based compensation: the expense recognized in 2005 in respect of share-based compensation granted to
Management Board members was€11.1 million.
F-207
25.5. Salaried workforce
At December 31, 2006, the Group, excluding Winterthur, employed 81,025 salaried people on a full-time equivalent
basis (78,800 in 2005 and 76,339 in 2004). The total number of full time equivalent employees at December 31, 2006
including Winterthur was 96,009.
The increase, excluding Winterthur, was mainly due to:
– South East Asia Life (444 employees), mainly resulting from the acquisition of MLC Indonesia and MLC Hong Kong,
and the launch of the Avanssur platform in Poland in 2006 (164 employees);
– the acquisition of Citadel in Canada (316 employees);
– an increase in administrative staff, the teams that manage customers of financial partners, and the private banking
team at AllianceBernstein (602 employees);
– an increase in the Assistance business (600 employees), mainly in Latin America, Central Europe and the
Mediterranean basin.
F-208
Note 26: Net income per ordinary share
The Company calculates a basic net income per ordinary share and a diluted net income per ordinary share:
- The calculation of the basic net income per ordinary share assumes no dilution and is based on the weighted average
number of ordinary shares outstanding during the period.
- The calculation of diluted net income per ordinary share takes into account shares that may be issued as a result of
stock option plans and convertible bonds. The effect of stock option plans on the number of fully diluted shares is
taken into account only if options are considered to be exercisable on the basis of the average stock price of AXA
share over the period. The effect of convertible bonds (on the number of shares and on income) is integrated in the
calculation if it actually generates a dilution of the net income per share.
The share capital increase with preferential subscription rights launched by AXA on June 14, 2006 to finance part of
the acquisition of Winterthur has resulted in the issue of 208,265,897 new shares at a price of€19.80 compared to a
market price of€24.47. According to IAS 33, share issues carried out at a below-market price may give rise to an
adjustment to the average number of shares during the period and in each period presented. As a consequence, the
loss of value suffered by existing shares represents the value of the existing shareholders’ theoretical subscription right,
and the issue can be regarded as a bonus issue in the amount of the total value of the subscription righ ts. An
adjustment factor (1.019456) equal to the pre-transaction share price divided by the theoretical post-transaction value
of the shares is applied to the weighted average number of shares outstanding in each period.
As a result of these factors, along with the dilutive effect of convertible bond plans, the fully diluted number of shares
at December 31, 2006 was 2,032 million.
F-209
In 2006, earnings per share calculation was as follows:
(in Euro million)(c)
December 31, 2006 | December 31, 2005(d) | December 31, 2004(d) | |||||
NET INCOME GROUP SHARE A | 5,085 | 4,318 | 3,793 | ||||
Weighted average number of ordinary shares (net of treasury shares) – opening | 1,855 | 1,921 | 1,782 | ||||
Increase in capital (excluding stock option exercised)(a) | 97 | – | 53 | ||||
Stock option exercised(a) | 3 | 2 | 1 | ||||
Treasury shares(a) | 3 | (1) | 3 | ||||
Impact of the merger AXA-FINAXA(a) | – | (2) | – | ||||
Share purchase program(a) | (11) | (3) | – | ||||
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES B | 1,948 | 1,917 | 1,839 | ||||
NET INCOME PER ORDINARY SHARE C = A / B | 2.61 | 2.25 | 2.06 | ||||
Potentially dilutive instruments | |||||||
– Stock options | 16 | 8 | 6 | ||||
– Subordinated convertible Notes - February 8, 2000 | 28 | 27 | 27 | ||||
– Subordinated convertible Notes - February 8, 1999 | 38 | 37 | 37 | ||||
– ORAN(a) | – | – | 60 | ||||
– Other | 2 | 1 | – | ||||
FULLY DILUTED – WEIGHTED AVERAGE NUMBEROF SHARES D | 2,032 | 1,991 | 1,969 | ||||
NET INCOME(b) E | 5,199 | 4,428 | 3,899 | ||||
FULLY DILUTED NET INCOMEPER ORDINARY SHARES F = E / D | 2.56 | 2.22 | 1.98 |
(a) Weighted average.
(b) Taking into account the impact of potential dilutive instruments.
(c) Except for number of shares (million of units) and earnings per share (euros).
(d) Following any significant capital increase with a stock price lower than the market price, average number of shares and consequently earning per share
over each period shall be restated to take into account this event.
F-210
Note 27: Related-party transactions
In 2006 the Company was party to the following transactions with related parties which may be deemed to have been
material to AXA or the related party in question or unusual in their nature or conditions.
Relationships with the Mutuelles AXA
The Mutuelles AXA (AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle) are two mutual insurance
companies engaged in the Property & Casualty insurance business and Life & Savings insurance business in France.
The Mutuelles AXA have no shares outstanding and the business of each Mutuelle is supervised by a board of directors
elected by delegates representing policyholders. The Company and the Mutuelles have in common certain members
of management and certain members of the Company’s Supervisory Board and Management Board serve as directors
or executive officers of the Mutuelles AXA.
The insurance businesses of the Mutuelles AXA and the insurance businesses of the Company’s French insurance
subsidiaries use similar distribution channels and are managed as a single business, subject to legal and management
arrangements established to maintain the legal distinctions between their respective businesses. Certain of the costs
and expenses of operating these businesses (other than commissions) are shared by these subsidiaries and the
Mutuelles AXA and allocated among them through a Groupement d’Intérêt Economique or “GIE” which is a type of
French inter-company partnership more fully described below. There are no agreements between the Mutuelles AXA
and the Company’s insurance subsidiaries that restrict in any way their ability to compete with one another.
The Property & Casualty insurance business generated in France by insurance brokers is underwritten through a
coinsurance arrangement between AXA France IARD, a Property & Casualty insurance subsidiary of the Company, and
AXA Assurances IARD Mutuelle. Technical results are shared between entities in proportion with their written premiums.
Aggregate written premiums recorded in the agreement amounted to€1,522 million in 2006 (of which€1,354 million
was attributed to AXA France IARD).
Groupement d’Intérêt Economique (GIE)
From time to time the Company enters into GIE’s with certain of its subsidiaries. GIEs are French intercompany
partnerships, governed by French law, created to perform various common services for their members and to allocate
associated costs and expenses among their members. The allocation of costs and expenses invoiced to GIE members
may be based on various agreed criteria including particular cost drivers. In 2006, expenses invoiced by GIEs to the
Company, its subsidiaries and affiliates amounted to approximately€151.1 million. These GIEs cover a variety of
common services including services performed by the AXA Group’s central functions for the benefit of AXA Groupcompanies (such as finance, accounting and reporting, tax, legal, marketing and brand, internal audit, human
resources, procurement, information systems, risk management, etc.), cash management services for the Company and
certain of its subsidiaries and affiliates as well as other services.
F-211
Loans/Guarantees/Capital Contributions
AXA has given numerous commitments and guarantees, including financing commitments, guarantees given to
financial institutional institutions and customers, pledged assets, collateralized commitments and letters of credit. For
a detailed description of these commitments and guarantees, see note 28 “Contingent assets and liabilities and
unrecognized contractual commitments”. Certain of these guarantees are given by the Company for the benefit of its
subsidiaries and affiliates for various business purposes including to promote development of their business, support
their credit ratings, and promote efficient use of the Group’s capital resources. In this context, the Company may
guaranty repayment of loans extended from one of its subsidiaries to another and/or guarantees other obligations of its
sub sidiaries to third parties. The beneficiaries of these guarantees are generally required to compensate the Company
at a negotiated rate based on prevailing market rates and conditions for guarantees of a similar nature. In addition, from
time to time, the Company may provide comfort or similar letters to rating agencies and/or regulators for the benefit of
its subsidiaries and affiliates for various business purposes, including facilitating specific transactions, achieving target
ratings levels and, more generally, helping develop the business of these subsidiaries.
The Company, from time to time, makes capital contributions and/or loans to its subsidiaries and affiliates to finance
their business operations, acquisitions or for other business purposes. Loans bear interest at varying rates that
generally reflect prevailing market rates at the respective dates such loans were originated. These transactions may
involve the Company acquiring different types of securities from its subsidiaries and affiliates (e.g. ordinary shares,
preferred shares, senior debt securities, subordinated debt securities, etc.) from time to time.
Key Management and Directors
At December 31, 2006, there was one loan outstanding from a banking subsidiary of the Company to a member of
AXA’s Management Board. The loan was for an amount of€200,000, bearing interest at a rate of 4.58% annually and
had a 10-year term. The loan was made in the ordinary course of business of the Company’s banking subsidiary at
prevailing market terms and conditions.
At December 31, 2006, there were no other loans outstanding from the Company to any members of AXA’s
Management Board or Supervisory Board.
Various executive officers and directors of the Company may from time to time purchase insurance, wealth
management or other products or services offered by AXA in the ordinary course of its business. The terms and
conditions of these transactions are substantially similar to the terms and conditions generally available to the public or
to AXA employees generally.
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Note 28: Contingents assets and liabilities
and unrecognized contractual commitments
28.1. Breakdown of commitments received
(in Euro million) | |||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Commitments to finance | 8,308 | 8,280 | 7,821 | ||||
Financial institutions | 8,308 | 8,280 | 7,821 | ||||
Customers | – | – | – | ||||
Guarantees | 4,088 | 3,985 | 2,828 | ||||
Financial institutions | 287 | 252 | 234 | ||||
Customers | 3,801 | 3,733 | 2,594 | ||||
Other | 25,304 | 18,174 | 14,011 | ||||
Pledged assets and Collaterized commitments | 21,665 | 14,241 | 10,191 | ||||
Letters of credit | 1,233 | 1,075 | 627 | ||||
Commitments on sales currently processed | 260 | 320 | 262 | ||||
Commitments related to construction | – | – | – | ||||
Other engagements | 2,147 | 2,539 | 2,931 | ||||
TOTAL | 37,700 | 30,440 | 24,660 |
Off-balance sheet commitments received by AXA totaled€37,700 million, an increase of€7,260 million compared to
2005.
Off-balance sheet commitments received by Winterthur totaled€2,959 million, mainly corresponding to (i)€2,934 million
of collateral for mortgage loans and (ii)€25 million of guarantees received from banks for tax disagreement with the
Spanish government.
Excluding Winterthur’s contribution, off-balance sheet commitments received by AXA were up€4,302 million, mainly
due to pledged securities and real collateral (€+4,490 million) and letters of credit (€+157 million), partially offset by
other commitments (€–392 million). These commitments break down as follows:
Financing commitments received totaled€8,308 million at December 31, 2006 and consisted of :
- AXA SA credit lines (€6,315 million),
- AllianceBernstein credit lines (€884 million) mainly comprising credit facilities (€304 million) and revolving credit
facilities (€353 million) from various banks and other lenders,
- bank credit lines granted to AXA Life Japan as part of its Life & Savings operations (€362 million),
- the American holding company’s share in a Group cash facility since July 9, 2004 (€380 million),
- credit facilities received by AXA RE from ceding companies as part of its reinsurance operations (€367 million).
Financing commitments were almost stable at December 31, 2006 compared to 2005.
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Guarantees amounted to€4,088 million (€4,063 million excluding Winterthur’s contribution), mainly consisted of (i)
guarantees received from customers of AXA Bank Belgium and the Belgian Life & Savings entities (€2,773 million) and
from French banks (€995 million) principally in the form of mortgages on buildings that provide security for loans and
(ii)€94 million of guarantees received from credit institutions in the case of the failure of general agents of AXA Italian
entities.
Excluding Winterthur’s contribution, guarantees increased slightly by€78 million in 2006, mainly due to an increase in
guarantees received by AXA Bank Belgium (€+169 million), partially offset by a decrease of the Belgian Life & Savings
entities ones (€–81 million).
Pledged assets and real collateral totaled€21,665 million at December 31, 2006 (€18,731 million excluding
Winterthur’s contribution), mainly consisted of:
- Mortgage security interests taken by AXA Bank Belgium for home loans and other business loans (€12,577 million).
- Securities pledged to secure loans (€4,715 million) and short-term securities borrowings (€667 million) received by
Japanese entities. Commitments were also given on these products.
- Pledged securities representing technical commitments made by reinsurers, mainly for French Life & Savings
companies (€218 million) and AXA Corporate Solutions Assurance (€271 million).
The€4,490 million increase in 2006 resulted mainly from new guarantees received by the Japanese entities under
reverse-repo transactions (€+3,181 million), and by AXA Bank Belgium (€+1,213 million) due to higher portfolio of
home loans (€+1,027 million) and Money Market activity (€+86 million).
Other commitments totaled€2,147 million at December 31, 2006, broken down as follows:
-€1,117 million of commitments received by AXA France Vie including€953 million in respect of assets belonging to
provident societies (third-party management).
- At AXA RE, guarantees relating to forward currency transactions (€684 million) and notional commitments received
by AXA RE on derivatives hedging ABR products (€62 million). Commitments were also given in an equivalent amount
in relation to these products.
- Commitments received from shareholders of an AXA real estate company, covering the investment period (€150 million).
- Commitments received by AXA Bank Belgium as part of its Money Market activity (€38 million).
The€392 million decrease was mainly due to a decrease in commitments received by AXA France Vie on stock lending
activities (€–160 million) and by AXA Bank Belgium on its Money Market activity (€–188 million).
Letters of credit amounted to€1,233 million at December 31, 2006, mainly relating to the life insurance and reinsurance
business in the United States (€1,132 million, representing a decrease of€135 million or€268 million at constant
exchange rates).
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28.2. Breakdown of commitments given
(in Euro million) | ||||||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||||||||
Due in one year or less | Due after one year through three years | Due after three years through five years | Due after five years | TOTAL | TOTAL | TOTAL | ||||||||||
Commitments to finance | 2,609 | 433 | 592 | 340 | 3,974 | 2,077 | 2,739 | |||||||||
Financial institutions | 247 | 429 | 578 | 122 | 1,376 | 85 | 81 | |||||||||
Customers | 2,362 | 4 | 14 | 218 | 2,598 | 1,991 | 2,658 | |||||||||
Guarantees | 829 | 1,689 | 449 | 2,710 | 5,677 | 6,506 | 6,198 | |||||||||
Financial institutions | 160 | 190 | 126 | 2,543 | 3,020 | 2,317 | 1,730 | |||||||||
Customers | 669 | 1,499 | 322 | 167 | 2,657 | 4,189 | 4,468 | |||||||||
Other | 14,631 | 1,530 | 275 | 6,359 | 22,795 | 17,110 | 10,920 | |||||||||
Pledged assets and Collaterized commitments | 13,401 | 361 | 39 | 2,019 | 15,821 | 10,428 | 5,440 | |||||||||
Letters of credit | 88 | 2 | 2 | 581 | 673 | 926 | 670 | |||||||||
Commitments on sales currently processed | 64 | 196 | – | – | 260 | 257 | 262 | |||||||||
Commitments related to construction | 165 | 192 | 15 | – | 372 | 101 | 152 | |||||||||
Other engagements | 913 | 779 | 219 | 3,758 | 5,668 | 5,399 | 4,396 | |||||||||
TOTAL | 18,070 | 3,652 | 1,316 | 9,409 | 32,446 | 25,693 | 19,857 |
Commitments given by AXA totaled€32,446 million, an increase of€6,753 million compared to 2005.
Commitments given by Winterthur totaled€2,217 million, mainly consisted of:
-€709 million of financing commitments to credit institutions including€664 million given by the Swiss entities for
future investment by private equity funds.
- €585 million of financing commitments to customers, mainly including commitments related to mortgage loans
granted by DBV Finance in the Netherlands (€392 million) and the German life and health entities (€176 million).
- €322 million of other commitments given, mainly including (i)€25 million in credit lines granted by the German holding
company to Commerzbank, and (ii) commitments given by the German entities to two real estate funds (€120 million)
and to the German insurance guarantee fund “Protektor” that takes over insurance policies if insurance companies
fail (€162 million).
- €268 million of construction commitments given by the Swiss entities as part of their real estate management business.
-€143 million of pledged securities including€82 million related to Dutch government bonds pledged to ABN Amro
and€59 million of securities pledged by the Swiss entities to third parties.
-€135 million of guarantees given to customers by other international operations, including€75 million related to the
sale of the Churchill Group in 2003 to the Royal Bank of Scotland, and€60 million covering letters of indemnity for
two former directors of the Australian holding company.
- €29 million in letters of credit given by the Swiss entities.
Excluding Winterthur’s contribution, commitments given by AXA rose by€4,536 million. The increase was mainly due
to pledged securities and real collateral (€+5.251 million) and financing commitments (€+603 million), partially offset by
a decrease in guarantees (€–988 million).
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Financing commitments given totaled€3,974 million as at December 31, 2006 (€2,680 million excluding Winterthur’s
contribution), consisted of:
- Financing commitments to customers(€2,013 million excluding Winterthur’s contribution), mainly comprising
commitments related to home loans granted by AXA Bank Belgium (€1,057 million), and credit lines and overdraft
authorizations granted by the French banks to their customers (€953 million). These commitments were almost stable
compared to 2005.
- Financing commitments to credit institutions(€667 million excluding Winterthur’s contribution), mainly comprising
financing guarantees (less than€20 million each) granted by AXA Equitable to various partners (€530 million) and a
guarantee relating to loans granted to French general agents (€74 million). These commitments increased by€582 million in 2006 following a reclassification of guarantees granted by AXA Equitable as financing commitments (€530 million).
Guarantee commitments totaled€5,677 million (€5,518 million excluding Winterthur’s contribution) as at December 31,
2006, and consisted of:
- Guarantees commitments given to credit institutions(€2,995 million excluding Winterthur’s contribution) mainly including collateral and pledges given by AXA SA to credit institutions (€2,705 million), financial guarantees given by the German holding companies (€115 million) including€83 million in favour of a real-estate company and guarantees given by AllianceBernstein to a commercial bank in 2002 to guarantee some of Sanford C. Bernstein’s commitments (€95 million).
- Guarantees commitments given to customers(€2,522 million excluding Winterthur’s contribution) mainly
including (i) performance guarantees granted by the French banks to funds managed by AXA Investment Managers
(€1,919 million), the fair value of this commitment being zero as at December 31, 2006, and (ii) a guarantee provided
by AXA Australia as part of its mutual funds distribution business, guaranteeing that customers will recoup their initial
investment in the funds (€508 million).
Guarantee commitments decreased by€988 million overall, mainly due to the decrease in performance guarantees
given by the French banks (€–1,604 million) and the reclassification of AXA Equitable’s guarantees as financing
commitments (€–530 million). This decrease was partially offset by an increase in guarantees given by AXA SA to
financial institutions related to credit lines granted to the Group’s entities (€+1,153 million).
Pledged assets and real collateral given totaled€15,821 million as at December 31, 2006 (€15,678 million excluding
Winterthur’s contribution), and mainly consisted of:
- Securities pledged as part of derivatives transactions (€695 million), securities given as guarantees for cash deposits
received in securities lending transactions (€8,097 million), securities given as guarantees for short-term securities
borrowing by Japanese entities (€809 million) - commitments were also received on these products - and securities
pledged in respect of the Japanese insurance guarantee fund (€40 million).
- Securities pledged by AXA Bank Belgium to financial institutions in respect of repo operations (€3,692 million) and
security interests given to the National Bank of Belgium as collateral for clearing-house activities (€1,661 million).
- A contribution of AXA Equitable of a real estate asset as collateral for a short-term debt (€349 million).
- Securities pledged by AXA Germany (€69 million), including€39 million to West LBank to hedge a dollar-
denominated reinsurance liability.
Overall, pledged assets and real collateral given increased by€5,251 million excluding Winterthur’s contribution due to
an increase in securities pledged under Japanese stock lending transactions (€+4,566 million), and an increase in
commitments given by AXA Bank Belgium in respect of repo transactions (€+699 million).
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Letters of credit totaled€673 million as at December 31, 2006 (€642 million excluding Winterthur’s contribution),
mainly related to the international insurance operations (€606 million). The decrease in letters of credit is mainly due to
the fall in gross technical reserves in the international insurance segment and the non-recurrence of commitments
related to Hurricanes Katrina, Wilma, Rita and Yvan in 2005.
Other commitments given totaled€5,668 million as at December 31, 2006 (€5,347 million excluding Winterthur’s
contribution) and consisted mainly of:
- €580 million mainly in commitments due to the Parallel Ventures (€124 million) and AXA Private Equity funds
(€393 million) in the UK. These funds are vehicles (partnerships and similar vehicles) that allow exposure to private
equity investments in UK, U.S. and European markets.
- €794 million in commitments given by AXA RE mainly relating to forward foreign-exchange transactions (€684 million)
and derivative products hedging ABR contracts (€62 million). Commitments were received on these products in
equivalent amounts.
- €142 million of commitments given by the French Life & Savings business relating to capital and loans.
-€234 million of commitments given by the French Property & Casualty business, including€215 million of pledges.
- Commitments given by the German entities relating mainly to (i) future acquisitions by private equity funds
(€744 million) and a multi-tranche loan (€600 million), and (ii) a commitment given to “Protektor”, the German
insurance guarantee fund (€263 million) in the case of a bankruptcy of the insurance companies.
AXA has issued the following subordinated convertible debt instruments (i)€1,524 million 2.5% issued in February 1999
and due in 2014, and (ii)€1,099 million 3.75% issued in February 2000 and due in 2017. The difference between the
issue price and the redemption price (or in the event of non-conversion for the debt maturing in 2017) is amortized over
the life of the instrument at the effective interest rate for each issue. The unamortized balance at December 31, 2006
was€1,083 million.
On January 11, 2007, the meetings of holders ofAXA’s 2014 and 2017 convertible bondswere held to vote on an
amendment of the final conversion dates of the bonds to January 26, 2007 in exchange for a cash payment in respect
of the value of the conversion option.
The meeting of holders of the 2014 convertible bonds approved the amendment. Consequently, holders who did not
convert their bonds by January 26, 2007, received€16.23 per bond on January 31, 2007. The meeting of holders of
the 2017 convertible bonds did not approve the amendment. Consequently, to fully neutralize the dilutive impact of the
2017 convertible bonds AXA has purchased from a banking counterparty, for a total cash amount equivalent to the
payment proposed to bondholders, call options on the AXA share with an automatic exercise feature. This feature is
such that one option is automatically exercised upon each conversion of a convertible bond. Consequently, each
issuance of a new share resulting from the conversion of the bond will be offset by the delivery by the bank to AXA (and
subsequent c ancellation) of an AXA share. The issuance of a share in respect of the conversion of the bond and the
cancellation by AXA of the AXA share received will offset each other. As a result of this transaction, there will no longer
be a change to the outstanding number of AXA shares created by the convertible bond conversion.
The scheme governing the financial reorganization of AXA Sun Life in 2001 (the “Scheme”) details arrangements under
which assets from the inherited estate, attributed to AXA through the reorganization, may be transferred on a temporary
or permanent basis to the “With-Profit” funds as required to support the capital requirements of these funds, as
determined under the Scheme. In the case of a temporary transfer, assets and related investment income remain
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attributable to AXA since they will be returned when they are no longer required to support the capital requirements of
the "With-Profit” funds, under the stringent tests set out in the Scheme. If all or part of the assets transferred are unlikely
to be returned in the foreseeable future (taking into consideration the duration of in-force “With-Profit” policies), then the
relevant part of the transfer would be designated permanent. Only a permanent transfer to the “With-Profit” funds would
result in a charge against the profit and loss account. The maximum amount that could be transferred under the
Scheme is capped at the market value of surplus assets in the non-profit funds, which was £1.3 billion (€1.9 billion) as
at December 31, 2006, however, the actual transfer at this d ate was nil.
On December 15, 2005 and after authorization on June 29, 2005 by the AXA Supervisory Board, the AXA Group (AXA
and its subsidiaries) and the BNP Paribas Group entered into an agreement that replaces the one in force since
September 12, 2001 (and amended on October 26, 2004).
The new agreement maintains the existing provisions in terms of minimal and stable cross-shareholdings (the AXA
Group undertakes initially to hold at least 43,412,598 shares of BNP Paribas stock; the BNP Paribas Group undertakes
initially to hold at least 61,587,465 shares of AXA stock; these amounts will be adjusted thereafter to reflect the impact
of capital transactions, including but not limited to free allotments of stock or share tenders involving the same company
(stock splits, business re-combinations, etc.), and capital increases involving either BNP Paribas or AXA), and also
provides for a reciprocal repurchase option in the event of a hostile takeover attempt on either AXA or BNP Paribas.
In force for a period of five years as of the date of signature, this agreement is renewable automatically for an initial
period of two years and for successive periods of one year thereafter, unless one of the two parties decides to terminate
beforehand, in which case it is required to give three months notice prior to the next renewal date.
The agreement was made public by the AMF(Autorité des Marchés Financiers)on December 21, 2005.
On May 15, 2006, and after authorization on December 21, 2005 by the AXA Supervisory Board, the AXA Group (the
AXA Mutuelles, AXA and its subsidiaries) and the Schneider Group entered into an agreement that provides for the
maintenance of minimal cross-shareholdings. Under the terms of this agreement, the AXA Group undertakes to hold at
least 2,583,300 shares of Schneider stock and the Schneider Group undertakes to hold at least 8,816,681 shares of
AXA stock. The number of shares held under this cross-shareholding agreement will be adjusted as needed to reflect
the impact of capital transactions, including but not limited to free allotments of stock or share tenders involving the
same company (stock splits, business re-combinations, etc.). In addition, the parties have consented to a reciprocal
repurchase option in the event of a hostile takeover attempt on either AXA or Schneider.
In force for a period of one year as of the date of signature, this agreement is renewable automatically for successive
periods of one year thereafter, unless one of the two parties decides to terminate beforehand, in which case it is
required to give three months notice prior to the next renewal date.
The agreement was made public by the AMF on May 31, 2006.
In addition to other employment-related obligations, various AXA subsidiaries are required to indemnify their employees
against certain liabilities and costs that they may incur from time to time in performing activities within the scope of their
employment duties. These activities may include, for example, service as a director, officer, agent, general partner, or
in a similar capacity for (i) an AXA Group company other than the employee’s principal employer or (ii) a company
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outside the AXA Group where service is at the request of (or for the benefit of) the Group (e.g. joint ventures,
partnerships, or special-purpose investment companies or funds). The potential amount of compensation relating to
commitments covered by these obligations cannot be evaluated with any certainty.
28.3. Other items: restriction on dividend payments
to shareholders
Some AXA subsidiaries, principally insurance companies, are subject to restrictions on the amount of funds they may
transfer in the form of cash dividends or otherwise.
In most cases, the amounts available for distribution from AXA’s insurance subsidiaries are limited to net income for the
year and retained earnings calculated in accordance with the accounting policies used by the subsidiaries to prepare
their financial statements. Further restrictions may be imposed by the local insurance regulators in countries where AXA
operates. In some cases, amounts available for distribution are also subject to regulatory capital adequacy tests or the
approval of an independent actuary, or subject to individual provisions contained in a company’s by-laws.
In accordance with European Union directives, insurance companies with their registered office in a European Union
member country are required to maintain minimum solvency ratios which must be supported by capital, retained
earnings and reserves and unrealized capital gains on marketable securities and real estate as reported in regulatory
filings in France or subject to approval by local regulators in some countries. AXA’s insurance operations in countries
outside the European Union are also subject to local capital adequacy and solvency margin regulations. As at
December 31, 2006, AXA’s subsidiaries complied with the applicable solvency and capital adequacy requirements.
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Note 29: Subsequent events
Sale of Winterthur’s U.S. operations
On January 4, 2007, AXA reached an agreement with QBE Insurance Group for the sale ofWinterthur’s U.S. operations
for US$1,156 million (€920 million taking into account hedges put in place by AXA for this transaction at 1 Euro =1.26 US$),
and successfully completed the sale on May 31, 2007. In addition, Winterthur U.S. repaid US$636 million, of which
US$79 million had already been repaid in Q4 2006 (€506 million taking into account hedges put in place by AXA for this
transaction at 1 Euro =1.26 US$) of inter-company loans to Winterthur Group. This transaction follows AXA’s decision to
put Winterthur U.S . operations under strategic review, as initially announced on June 14, 2006.
Elimination of the potential dilutive impact of the 2014 and 2017 convertible bonds
On January 11, 2007, the meetings of holders ofAXA’s 2014 and 2017 convertible bondswere held to vote on an
amendment of the final conversion dates of the bonds to January 26, 2007 in exchange for a cash payment in respect
of the value of the conversion option.
The meeting of holders of the 2014 convertible bonds approved the amendment. Consequently, holders who did not
convert their bonds by January 26, 2007, received€16.23 per bond on January 31, 2007. The meeting of holders of
the 2017 convertible bonds did not approve the amendment. Consequently, to fully neutralize the dilutive impact of the
2017 convertible bonds AXA has purchased from a banking counterparty, for a total cash amount equivalent to the
payment proposed to bondholders, call options on the AXA share with an automatic exercise feature. This feature is
such that one option is automatically exercised upon each conversion of a convertible bond. Consequently, each
issuance of a new share resulting from the conversion of the bond will be offset by the delivery by the bank to AXA (and
subsequent c ancellation) of an AXA share. The issuance of a share in respect of the conversion of the bond and the
cancellation by AXA of the AXA share received will offset each other. As a result of this transaction, there will no longer
be a change to the outstanding number of AXA shares created by the convertible bond conversion.
For AXA shareholders, these transactions resulted in the elimination, from an economic point of view, of the potential
dilutive impact of the 2014 and 2017 convertible bonds (i.e. a maximum of 65.8 million shares). The total cash
consideration paid by AXA amounts to€245 million.
Acquisition of insurance brokers Stuart Alexander and Layton Blackham
On January 12, 2007, AXA UK announced that it has reached agreement withinsurance brokers Stuart Alexander
and Layton Blackhamto acquire both businesses. AXA UK will be acquiring both firms through its subsidiary Venture
Preference Ltd which already owned 38.9% of Layton Blackham. The two companies are to be combined and will have
considerable autonomy to develop the business and will maintain independent broking status. Quality accounts with
current insurers will be maintained and grown. The total cash consideration paid for 61.1% of Layton Blackham and
100% of Stuart Alexander amounts to £58.5 million.
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Acquisition of Swiftcover
On February 7, 2007, AXA UK announced that it is to acquire the UK’s only 100% online insurer,Swiftcover,jointly
owned by international insurer Primary Group and Swiftcover’s management. The transaction, that was subject to the
satisfaction or waiver of certain conditions including regulatory approval, closed on March 22, 2007. Swiftcover is a business on the UK personal
direct market, with net inflows of 120,000 policies in 2006. The upfront cash consideration for Swiftcover amounts to
£75 million, with an additional potential earn out of £195 million maximum over the next 4 years, based on policy volume
and combined ratio level.
Acquisition of AllianceBernstein Units
In connection withAllianceBernstein’s acquisition of the business of SCB Inc., formerly known as Sanford C.
Bernstein, Inc., in 2000, AXA Financial, Inc. entered into a purchase agreement under which certain former shareholders
of Sanford Bernstein have the right to sell (“Put”) to AXA Financial, subject to certain restrictions set forth in the
agreement, limited partnership interests in AllianceBernstein L.P. (“AllianceBernstein Units”) issued at the time of the
acquisition.
As of the end of 2006, AXA Financial, either directly or indirectly through wholly owned subsidiaries, had acquired a
total of 24.5 million AllianceBernstein Units for an aggregate price of approximately $885.4 million through several
purchases made pursuant to the Put. AXA Financial completed the purchase of another tranche of 8.16 million
AllianceBernstein Units pursuant to the Put on February 23, 2007 for a total price of approximately $746 million. This
purchase increased the consolidated economic interest of AXA Financial, Inc. and its subsidiaries in AllianceBernstein
L.P. by approximately 3% from 60.3% to 63.3%.
Acquisition of a 75% stake in Kyobo Auto
On March 16, 2007, AXA reached an agreement with Kyobo Life to acquire its 75% stake inKyobo Autowhich has
a leading position in the South Korean direct motor insurance market with revenues of KRW 346 billion (€278 million)
and a market share above 30%. Following this acquisition, the AXA Group will serve over 2 million clients through its
direct distribution P&C operations worldwide. Completion of this transaction, that was subject to local regulatory
approvals, occured on May 22, 2007.
Acquisition of ELLA
On March 17, 2007, AXA Holdings Belgium SA reached an agreement withELLAHoldings S.A. and its main
shareholder Royalton Capital Investors to acquire 100% of the Hungarian retail bank ELLA and its affiliates. Originally
specialized in on-line banking and today the fastest growing bank in Hungary, ELLA is the 6th largest supplier of
mortgage loans in the country with total assets of€375 million. The combination of AXA Hungary’s operations, the 5th
largest company in the pensions market with those of ELLA Bank shall duplicate the successful business model of AXA
in Belgium. Completion of this operation is subject to required regulatory approvals.
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Partnership with BMPS
On March 23, 2007,AXA and BMPSreached an agreement for the establishment of a long-term strategic partnership
in life and non-life bancassurance as well as pensions business. AXA will acquire:
- 50% of MPS Vita (life and savings) and MPS Danni (P&C);
- 50% of BMPS open pension funds business.
Management of insurance companies assets (€13 billion as of year-end 2006) and open pension funds assets
(€0.3 billion as of year-end 2006).
The partnership will be the sole platform for developing AXA’s and BMPS’s operations in the Italian bancassurance and
pensions market including any new distribution channel. The objective of the transaction is to further strengthen and
consolidate the competitive position of the joint operations in life and non-life bancassurance and increase their
profitability by (i) leveraging AXA specific know-how to capture fully the growth potential and develop a leading position
in the Italian pensions market and (ii) fully exploiting the potential of BMPS’s franchise, improving the product and service
offer, and achieving higher efficiency and commercial effectiveness.
Total cash consideration to be paid by AXA in this transaction is€1,150 million and will be financed with internal
resources.
The closing of the transaction is subject to regulatory approvals.
Acquisition of broking firm SMART & COOK
On April 23, 2007, AXA UK announced the acquisition of leading independent commercial broker, Smart & Cook. The
purchase of Smart & Cook completed a trio of acquisitions in recent months by AXA as it realised a strategic intent to
become a national force in commercial broking.
AXA UK bought the entire share capital of Smart & Cook through its subsidiary Venture Preference Ltd, (VPL) which
also houses recently acquired Stuart Alexander and Layton Blackham, purchased in January 2007.
The three companies will operate under the same structure, retaining independent broking status. The enlarged
business will operate from 40 offices employing some 1,200 people.
2006 Dividend
At the general meeting of shareholders of AXA held on May 14, 2007, the shareholders approved a dividend in respect
of 2006 of€1.06 per ordinary share, or€2,218 million in the aggregate, based on the number of shares outstanding
at December 31, 2006. The approved dividend was paid on May 21, 2007.
Sale of AXA's Dutch operations
On June 4, 2007, AXA announced that it has entered into a memorandum of understanding with SNS Reaal with a view
to finalizing discussions on the sale of its principal Dutch insurance operations, comprising 100% of AXA Netherlands,
Winterthur Netherlands and DBV Netherlands, for a total cash consideration of€1,750 million, after consultation with
trade unions and workers’ councils.
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AXA contemplates exiting the Dutch insurance market given the limited possibilities to reach a leading position through
organic growth in the foreseeable future as this market is highly competitive and dominated by large local players.
AXA’s Dutch operations concerned by this proposed transaction will be treated as discontinued operations (held for
sale) in AXA’s 2007 consolidated financial statements. As a consequence, their earnings until closing will be
accounted for in net income. Their sale should generate an exceptional capital gain of approximately€400 million,
which will also be accounted for in 2007 net income.
A further announcement will be made upon execution of definitive transaction documents following completion of
required consultations with trade unions and workers’ councils. The parties contemplate that the definitive transaction
documents will include customary closing conditions for a transaction of this type including receipt of customary
regulatory approvals and expect the transaction to close before year-end 2007.
Partnership with BNPP in Ukraine
On June 8, 2007, AXA and BNP Paribas announced they had reached an agreement for the establishment of a
partnership on the Ukrainian property & casualty insurance market. AXA will acquire from BNP Paribas’ subsidiary
UkrSibbank, a 50% stake in its insurance subsidiary: Ukrainian Insurance Alliance (UIA). AXA will have management
control of the joint company, which will benefit from an exclusive bancassurance distribution agreement with
UkrSibbank for an initial period of 10 years.
UIA sells mostly individual motor and property insurance through UkrSibbank’s 1000 branches.
The Ukrainian insurance industry is still very fragmented with top 10 players, including UIA, controlling just above 40%
of the market. It enjoys very strong growth potential, with 47 million inhabitants and a very low penetration rate.
Completion of the transaction is subject to customary regulatory approvals and is expected to take place before year-
end 2007.
This new partnership will allow AXA and BNP Paribas to grow faster in the promising property & casualty Ukrainian
market. This deal mirrors AXA and BNP Paribas’ profitable partnership on the French property & casualty market.
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Note 30: Litigation
30.1. Matters Directly Concerning the Company
AXA SA is involved in lawsuits (both class actions and individual litigations), investigations, and other actions (the
“Parent Company Litigations”) arising in the various jurisdictions where it does business. The Parent Company
Litigations include the following:
On August 25, 1998, AXA, Winterthur Group and certain other European insurers signed a Memorandum of Understanding with certain U.S. insurance regulators and non-governmental Jewish organizations agreeing to the establishment of the International Commission on Holocaust Era Insurance Claims (“ICHEIC”). Since that time ICHEIC has conducted an investigatory process to determine the status of life insurance policies issued to Holocaust victims between 1920 and 1945 and has settled thousands of claims filed with the ICHEIC with respect to policies issued by the European insurers participating in ICHEIC. After having completed its archival research and audit processes as well as the payment of all valid claims submitted by Holocaust victims and their heirs, the ICHEIC concluded its work in March, 2007. As a result of its participation in the ICHEIC process, AXA benefits from a statement of interest issued by the U.S. federal government which provides that ICHEIC should be recognized as the exclusive remedy for all Holocaust era insurance claims. This statement of interest is intended to protect AXA against future civil litigation in the U.S. by Holocaust claimants and to encourage judges faced with this type of litigation to dismiss these claims. While this statement of interest provides AXA with a certain level of protection against future lawsuits of this type in the U.S., it does not offer complete protection and, consequently, AXA could still be subject to litigation in the U.S. brought by Holocaust claimants.
30.2. Matters Concerning Company Subsidiaries
In addition to the matters referred to above, several AXA subsidiaries are involved in lawsuits (both class action and
individual), investigations, and other actions (the “Subsidiary Litigations”) arising in the various jurisdictions where they
do business. The Subsidiary Litigations include the following:
30.2.1. United States Matters
In the United States, AXA’s U.S. subsidiaries are involved in a number of lawsuits, investigations and other actions in
various states. A detailed description of these matters involving AXA Financial, Inc. and its subsidiaries (including AXA
Equitable and AllianceBernstein) is included in the annual reports on Form 10-K for the year ended December 31, 2006
and subsequent reports on Form 10-Q, respectively, of AXA Financial, Inc. (SEC file no. 1-11166), AXA Equitable (SEC
file no. 0-25280) and AllianceBernstein (SEC file no. 000-29961) filed with the SEC (collectively, the “Subsidiary SEC
Reports”). The Subsidiary SEC Reports are publicly available and copies can be obtained through the SEC’s EDGAR
system (www.sec.gov), at the SEC’s public reference rooms at 100 F St., N.E., Washington, D.C. 20549 or at the SEC’s
other public reference rooms in New York and Chicago, or on the websites of these companies.
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Among the matters discussed in the Subsidiary SEC Reports are the following matters concerning AXA Financial, AXA
Equitable and AllianceBernstein.
AXA Financial and AXA Equitable Matters
A number of lawsuits have been filed against life and health insurers in the United States involving insurers’ sales
practices, alleged agent misconduct or misrepresentation, alleged failure to properly supervise agents and other
matters. Some of the lawsuits have resulted in the award of substantial judgments against other insurers (including
material amounts of punitive damages) or in substantial settlements. In certain jurisdictions, juries have substantial
discretion in awarding punitive damages. AXA Equitable and certain of its subsidiaries, like other life and health insurers,
are involved in such sales practices litigation, as well as other unrelated litigation.
AXA Equitable and certain of its affiliates were named as defendants in an action commenced in October 2000 in the
Federal District Court for the Northern District of Illinois by American National Bank and Trust Company of Chicago
as trustee for Emerald Investments LP (“Emerald”) alleging, among other things, that defendants in connection with
certain annuities issued by AXA Equitable (i) breached an agreement with the plaintiffs involving execution of
subaccount transfers, and (ii) wrongfully withheld withdrawal charges in connection with termination of these
annuities. In this case, plaintiffs sought substantial lost profits and injunctive relief, punitive damages, attorney’s fees
and return of withdrawal charges. Two additional lawsuits, involving AXA Equitable, Emerald and DH2, Inc. (“DH2”),
an entity related to Emerald Investments LP, were filed in the same court. One of them, filed by AXA Equita ble in
December 2001, arose out of the same facts. Emerald, the defendant in this case, counterclaimed alleging common
law fraud, violations of several Federal and state laws relating to securities and consumer protection and seeks
unspecified amount of money damages, punitive damages and attorney’s fees. The other lawsuit, filed by DH2
against AXA Equitable and EQ Advisors Trust in January 2004, asserted breach of contract and breach of fiduciary
duty claims under Federal securities laws, and misappropriation of trade secrets. In August 2006, the parties settled
these actions.
AXA Equitable is also involved in a putative class action entitledStefanie Hirt, et al. v. The Equitable Retirement Plan
for Employees, Managers and Agents, et al.,which was filed against The Equitable Retirement Plan for Employees,
Managers and Agents (the “Retirement Plan”) and The Officers Committee on Benefit Plans of AXA Equitable Life
Insurance Company, as Plan Administrator. The action was brought in the District Court for the Southern District of
New-York (the court) by participants in the Retirement Plan in August 2001. Plaintiffs allege that the change effective
January, 1989 in the pension benefit formula from a final average pay formula to a cash balance formula violates the
Employee Retirement Income Security Act of 1974 (“ERISA”). By order dated May 2003, the court certified the case
as a class action, including a sub-class of all current and former Retirement Plan participants, who were subject to
a 1991 change in application of the cash balance formula. In September 2006, the court granted summary judgment
in favor of the defendants. The Court ruled that (a) the cash balance provisions of the Retirement Plan do not violate
the age discrimination provisions of ERISA, (b) while the notice of plan changes provided to participants in 1990 was
not adequate, the notice of plan changes provided to participants in 1992 satisfied the ERISA notice requirements
regarding delivery and content, and (c) the claims of the named plaintiffs are barred by statute of limitations. The
Court found that other individual class members were not precluded from asserting claims for additional benefit
accruals from January 1991 through January 1993 to the extent that such individuals could show that the statute of
limitations did not bar their claims. In October 2006, plaintiffs filed a notice of appeal. Defendants have crossed-
appealed.
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In September 2004, a petition for appraisal entitledCede & Co v. AXA Financial Inc.was filed in the Delaware Court of Chancery by an alleged former MONY stockholder. The petition seeks a judicial appraisal of the value of the MONY shares held by former MONY stockholders holding approximately 3.6 million shares of MONY common stock who demanded appraisal pursuant to Section 262 of the General Corporation Law of the State of Delaware and have not withdrawn their demands. On or about November 4, 2004, a petition for appraisal entitledHighfields Capital, Ltd v. AXA Financial, Inc.was filed in the Delaware Court of Chancery by another alleged former MONY stockholder. The relief sought by the Highfields Capital petition is substantially identical to that sought pursuant to the Cede & Co. petition. In February 2005, the Delaware Court of Chancery consolidated the two actions for all purposes. The trial began in April 2007 and i s currently in process.
In June 2006, AXA Equitable received a demand for arbitration from Centre Life Insurance Company (“Centre Life”)
seeking to rescind the 100% quota share reinsurance agreement, effective July 1, 2000 between Centre Life and AXA
Equitable, under which Centre Life reinsures portions of AXA Equitable’s individual disability income insurance business.
The arbitration demand alleges that AXA Equitable provided Centre Life with inaccurate and incomplete data upon
which Centre Life relied in order to establish the reinsurance premium paid by AXA Equitable as consideration in the
transaction. The demand alternatively seeks damages for the increase in reserves Centre Life alleges it was caused to
record as a result of the difference in the data it originally relied upon and its present assessment of the data. The
demand further alleges that Centre Life has paid expenses relating to the business in excess of its liability under the
reinsurance agreement. Discovery is ongoing.
Beginning with the first action commenced in July 2006, there are three putative class actions pending in Federal
court,Meola v. AXA Advisors and AXA Equitable,andLennon v. AXA Advisors, et al.,which are both in the District
Court for the Northern District of California andBolea v. AXA Advisors, LLC and AXA Equitable, et. al.,in the District
Court for the Western District of Pennsylvania, alleging certain wage and hour violations. Each of the cases seek
substantially the same relief under essentially the same theories of recovery (i.e., violation of the Fair Labor
Standards Act (“FLSA”) for failure to pay minimum wage and overtime and violation of similar provisions under state
labor laws in the respective states). Plaintiffs in Meola, Bolea, and Lennnon seek certification of nationwide
collection action under the FLSA, and certification of statewide class actions under the respective Cali fornia and
Pennsylvania state labor laws covering all “securities brokers” from 2002 to 2006. In addition, plaintiffs seek
compensatory damages, restitution of all wages improperly withheld or deducted, punitive damages, penalties, and
attorneys’ fees. In January 2007, AXA Equitable and AXA Advisors filed an answer in Meola and AXA Advisors filed
an answer in Lennon.
A putative class action entitledEagan, et al. V. AXA Equitable Life Insurance Companywas filed in the District Court for
the Central District of California in December 2006 against AXA Equitable as plan sponsor and fiduciary for an ERISA
retiree health plan. The action was brought by two plan participants on behalf of all past and present employees and
agents who received retiree medical benefits from AXA Equitable at any time after January 1, 2004, or who will receive
such benefits in 2006 or later, excluding certain retired agents. Plaintiffs allege that AXA Equitable’s adoption of a revised
version of its retiree health plan in 1993 (the “1993 Plan”) was not authorized or effective. Plaintiffs contend that AXA
Equitable has therefore breached the retiree health plan by imposing the terms of the 1993 Plan on plaintiffs and other
retirees. Plaintiffs allege that, even if the 1993 Plan is controlling, AXA Equitable has violated the terms of the retiree
health plan by imposing health care costs and coverages on plaintiffs and other retirees that are not authorized under
the 1993 Plan. Plaintiffs also allege that AXA Equitable breached fiduciary duties owed to plaintiffs and retirees by
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allegedly misrepresenting and failing to disclose information to them. The plaintiffs seek compensatory damages,
restitution and injunctive relief prohibiting AXA Equitable from violating the terms of the applicable plan, together with
interest and attorneys’ fees. In March 2007, AXA Equitable filed a motion to dismiss.
AllianceBernstein Matters
AllianceBernstein Mutual Fund Trading Matters.On December 18, 2003, AllianceBernstein settled with the SEC and
the Office of the New York State Attorney General (“NYAG”) regarding their investigations into trading practices in the
shares of certain mutual funds sponsored by AllianceBernstein. AllianceBernstein’s agreement with the SEC was
reflected in an Order of the Commission (“SEC Order”) dated December 18, 2003 (amended and restated January 15,
2004), while AllianceBernstein’s final agreement with the NYAG was reflected in an Assurance of Discontinuance (“AoD”)
dated September 1, 2004 (each, an “Agreement”).
AllianceBernstein has taken a number of initiatives to resolve these matters. Specifically, AllianceBernstein (i) established
a $250 million restitution fund to compensate fund shareholders for the adverse effect of market timing (the “Restitution
Fund”), (ii) reduced its fees by 20% (on a weighted average basis) with respect to investment advisory agreements with
its sponsored U.S. long-term open-end retail funds for a minimum of five years, commencing on January 1, 2004, (iii)
appointed a new management team and specifically charged it with responsibility for ensuring that AllianceBernstein
maintains a fiduciary culture in its retail services business; (iv) revised its code of ethics to better align the interests of
AllianceBernstein’s employees with those of its clients; (v) formed two new committees composed of executive
management to oversee and resolve code of ethics and compliance-related issues; (vi) in stituted a substantially
strengthened policy designed to detect and block market timing and material short duration trading; (vii) created an
ombudsman office, where employees can voice concerns about work-related issues on a confidential basis; and (viii)
initiated firm-wide compliance and ethics training programs.
AllianceBernstein retained an Independent Compliance Consultant (“ICC”) to conduct a comprehensive review of
supervisory, compliance and other policies designed to detect and prevent conflicts of interest, breaches of fiduciary
duty and violations of law. The ICC completed its review, and submitted its report to the SEC in December 2004. By
December 31, 2005, AllianceBernstein had implemented substantially all of the ICC’s recommendations. Also,
beginning in 2005, AllianceBernstein had, and biannually thereafter will continue to have, an independent third party
perform a comprehensive compliance review. With the approval of the independent directors of AllianceBernstein’s U.S.
registered mutual fund boards and the staff of the SEC, AllianceBernstein retained an Independent Distribution
Consultant (“IDC”) to develop a plan for the distribution of the Restitution Fund. To the extent it is determine d that the
harm to mutual fund shareholders caused by market timing exceeds $200 million, AllianceBernstein will be required to
contribute additional monies to the Restitution Fund. In September 2005, the IDC submitted to the SEC staff the portion
of his report concerning his methodology for determining damages. The IDC will, in coming months, formally submit to
the SEC staff the remainder of his proposed distribution plan, which addresses the mechanics of distribution. Once the
SEC staff has approved both portions of the plan, it will be submitted to the SEC for final approval. The Restitution Fund
proceeds will not be distributed until after the SEC has approved the distribution plan and issued an order doing so.
Until then it is not possible to predict the exact timing, method or amount of the distribution.
Several lawsuits were filed against certain AllianceBernstein companies in connection with these investigations, some
of which are described below.
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On October 2, 2003, a purported class action complaint entitledHindo, et al. v. AllianceBernstein Growth & Income Fund, et al.(“Hindo Complaint”) was filed against AllianceBernstein, certain of its officers and affiliates (“AllianceBernstein defendants”), and certain other defendants not affiliated with AllianceBernstein, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein family of mutual funds (“AllianceBernstein Funds”). The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “market timing” and “late trading” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the United States Securities Act of 1933 (“Securities Act”), Sections 10(b) and 20(a) of the United States Securities Exchange Act of 1934 (the “Exchange Act”), and Sections 206 and 215 of the United States Investment Advisers Act of 1940. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with AllianceBernstein, including recovery of all fees paid to AllianceBernstein pursuant to such contracts. Since October 2003, additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various Federal and state courts against AllianceBernstein and certain other defendants. All state court actions against AllianceBernstein either were voluntarily dismissed or removed to Federal court. In February 2004, the Judicial Panel on Multidistrict Litigation (“MDL Panel”) transferred all Federal actions to the United States District Court for the District of Maryland (“Mutual Fund MDL”).
On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund
shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims
brought under ERISA by participants in the Profit Sharing Plan for Employees of AllianceBernstein. All four complaints
include substantially identical factual allegations, which appear to be based in large part on the SEC Order and NYAG
AoD. In April 2006, AllianceBernstein and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund
derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their
agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be
submitted for court approval at a later date. The settlement amount was disbursed. The derivative claims b rought on
behalf of AllianceBernstein Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.
AXA Financial, AXA S.A. and AXA Equitable are named as defendants in the mutual fund shareholder complaint and
the AllianceBernstein Holding unitholder derivative complaint. Claims have been asserted against all these companies
that include both control person and direct liability. AXA Financial is named as a defendant in the mutual fund complaint
and the ERISA complaint.
In April 2005, the Attorney General of the State of West Virginia (“WVAG”) filed a complaint in Virginia state court against
AllianceBernstein, AllianceBernstein Holding and other unaffiliated defendants, making factual allegations generally
similar to those in the Hindo Complaint. This complaint was transferred to the Mutual Fund MDL in October 2005. In
August 2005, the West Virginia Securities Commissioner signed a “Summary Order to Cease and Desist and Notice of
Right to Hearing” (the “Summary Order”) addressed to AllianceBernstein and AllianceBernstein Holding. The Summary
Order claims that AllianceBernstein and AllianceBernstein Holding violated the West Virginia Uniform Securities Act and
makes factual allegations generally similar to those in the SEC Order and NYAG AoD. In September 2006,
AllianceBernstein and AllianceBernstein Holding filed an answer and moved to dismiss the Summary Order with the
WV Securities Commissioner.
In connection with the above-referenced market timing-related matters, AllianceBernstein recorded charges totaling
$330 million during the second half of 2003, of which (i) $250 million was paid to the Restitution Fund (the $250 million
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was funded out of operating cash flow and paid to the SEC in January 2004), (ii) $30 million was used to settle a private
civil mutual fund litigation unrelated to any regulatory agreements and (iii) $50 million was reserved for estimated
expenses related to AllianceBernstein’s market-timing settlements with the SEC and the NYAG and AllianceBernstein’s
market timing-related liabilities (excluding WVAG complaint-related expenses). AllianceBernstein L.P. paid $8 million
during 2005 related to market timing and has cumulatively paid $310 million (excluding WVAG complaint-related
expenses). However, AllianceBernstein cannot determine at this time the eventual, timing or impact of these matters.
Accordingly, it is possible that additional charges in the future may be required, the amount, timing, and impact of which
cannot be determined at this time.
AllianceBernstein Revenue Sharing Related Matters.Certain lawsuits were filed against AllianceBernstein and other
defendants challenging alleged revenue-sharing practices. Specifically, on June 22, 2004, a purported class action
complaint entitledAucoin, et al. v. AllianceBernstein Management L.P. , et al.(“Aucoin Complaint”) was filed against
AllianceBernstein, Alliance Holding, ACMC, AXA Financial, AllianceBernstein Investment Research and Management,
Inc., certain current and former directors of the AllianceBernstein Funds, and unnamed Doe defendants in the United
States District Court for the Southern District of New York by an alleged shareholder of the AllianceBernstein Growth &
Income Fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly
authorized the payment of excessive commissions and other fees from AllianceBernstein Fund assets to broker-dealers
in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from
registration statements and other reports material facts concerning such payments, and (iii) that certain defendants
caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violations of the
Investment Company Act, the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches
of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive
damages, rescission of their contracts with AllianceBernstein, including recovery of all fees paid to AllianceBernstein
pursuant to such contracts, an accounting of all AllianceBernstein Fund-related fees, commissions and soft dollar
payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses. Since June 22, 2004, nine
additional lawsuits making factual allegations substa ntially similar to those in the Aucoin Complaint were filed against
AllianceBernstein and certain other defendants, and others may be filed. All nine of the lawsuits (i) were brought as class
actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially
identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of AllianceBernstein Funds. In February
2005, plaintiffs in these actions filed a consolidated amended class action complaint that asserts claims substantially
similar to the preceding complaints. In October 2005, the District Court dismissed each of the claims set forth in the
complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. In January 2006, the District
Court granted defendants’ motion for reconsideration and dismissed the remaining claim under Section 36(b) of the
Investment Company Act. In May 2006, the District Court denied plaintiffs’ ; motion for leave to file their amended
complaint. In July 2006, plaintiffs filed a notice of appeal, which was subsequently withdrawn subject to plaintiff right to
reinstate at a later date.
AXA Financial, AXA Equitable and AllianceBernstein, as well as certain of AXA’s other U.S. subsidiaries, are involved in
various other types of lawsuits (both class action and individual), investigations or actions, including in connection with
the ownership and/or management of real estate, asset management activities, corporate transactions, employee
benefit disputes, alleged discrimination in employment practices, as well as other matters. For additional details on
these matters, please see the Subsidiary SEC Reports.
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Other U.S. Matters
Philips Litigation
From 1998 through 2001, two subsidiaries of AXA, along with other insurers, participated in the Philips worldwide
liability program (the “Policy”) providing insurance cover for Philips N.V. (“Philips”) and its subsidiaries on a worldwide
basis. Thompson & Haywood Agriculture and Nutrition LLC (“THAN”), an indirect U.S. subsidiary of Philips, made a
claim under the Policy in respect of asbestos-related claims exposure resulting from its distribution of raw asbestos fiber
from 1961 to 1980. The insurers (including several Group subsidiaries) commenced a proceeding in The Netherlands
in accordance with the forum selection clause provided in the Policy claiming that the Policy was void for non-disclosure
because Philips failed to disclose information about the existence and nature of the business of THAN when the Policy
was entered into. This litigation is currently pending. THAN initiated a competing lawsuit in the U.S. federal District Court
for the District of Kansas, claiming that its asbestos exposure should be covered under the Policy. The Kansas court
dismissed the action for lack of jurisdiction. THAN appealed the decision. This appeal was dismissed by the 10th Circuit
United States Court of Appeals on June 12, 2007. Following the acquisition of Winterthur Group on December 22, 2006,
the AXA Group’s potential exposure in this matter was increased because Winterthur Group companies held a significant
participation in Philips program. AXA’s management believes that the litigation initiated by THAN is without merit and
intends to vigorously defend this matter. At the present time, AXA’s management is unable to estimate the impact, if any,
that the outcome of thes e actions may have on AXA’s results of operations or financial condition.
AXA RE Matters. SEC, New York Attorney General, Department of Justice Investigations.
The insurance industry has been the subject of several investigations led by various regulatory authorities principally in
the United States, including the United States Securities and Exchange Commission (“SEC”), the New York Attorney
General (“NYAG”) as well as various other state attorneys general, the United States Department of Justice (“DOJ”), the
United States Federal Bureau of Investigation (“FBI”) and various state insurance commissioners. These investigations,
which are wide ranging in scope and on-going, concern various practices of insurers (principally in the property and
casualty and related businesses including general insurance lines) and reinsurers, as well as the purchase and sale of
non-traditional insurance products (including finite risk reinsurance). In 2005, AXA RE and certain of the Company’s
other subsidiaries with operations in the United States received subpoenas, inquiries and requests for documents or
other information, principally focused on purchases and/or sales of non-traditional products (including finite reinsurance)
in connection with these on-going investigations. AXA RE and the other AXA Group companies that have received these
subpoenas, inquiries and other requests for information have fully cooperated with the authorities investigating these
matters and will continue to do so. At this stage, management cannot assess with certainty the potential financial,
regulatory or other impacts that these matters may have on AXA RE and/or any other AXA Group companies including
the Company.
WTC Litigation
Subsequent to September 11, 2001, litigation commenced in New York concerning whether the attack and
destruction of the World Trade Center constituted a single occurrence or two separate occurrences for property
insurance coverage purposes. The jury verdicts rendered to date in this litigation with respect to the insurance
company defendants have been mixed. One jury verdict for one group of defendants deemed to have written
coverage on a broker’s form determined that the attack on the WTC constituted one occurrence for property
insurance coverage purposes. A second jury verdict for the remaining defendants, which were deemed to have
written coverage on other forms, determined that the attack on the WTC constitutes two occurrences for property
insurance coverage purposes. Both jury verdicts currently are on appeal. On May 2 3, 2007, certain insurers and all
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insureds publicly announced that they had reached settlement of substantially all issues in dispute among these
parties in the litigation .
While AXA is not party to this litigation, certain of AXA’s subsidiaries, including its reinsurance subsidiaries, may be
affected by its outcome. AXA is assessing the implications of the May 23 settlement referred to above, however,
management believes that the ultimate resolution of this litigation will not have a material adverse effect on the
consolidated financial position or results of operations of AXA, taken as a whole.
30.2.2. Europe, Asia and Rest of the World Matters
In Europe, Asia and other jurisdictions where AXA operates, various AXA subsidiaries have been subject to regulatory
investigations, sanctions and lawsuits from time to time in connection with their business. Since 2001, AXA France Vie and other
life insurers in France have been involved in numerous individual law suits initiated by policyholders who purchased unit-
linked life insurance policies and who suffered losses due to the decline in securities markets that began in 2001. The
policyholders claim that the information included in the general terms and conditions of their insurance contracts was
inadequate and seek the rescission of their life insurance policies in application of the French laws on consumer
protection. On March 7, 2006, the Cour de Cassation (the French court of last resort in this matter) dismis sed the
insurers’ appeal of a ruling that sets a favorable precedent for plaintiffs in these actions.
The Royal Bank of Scotland Group plc (“RBS”) issued proceedings against Winterthur (UK) Holdings Limited and
Winterthur Swiss Insurance Company (together “Winterthur”) on September 29, 2005. The litigation involves claims for
(1) breach of warranty; and (2) misrepresentation, in connection with a share purchase agreement dated June 11, 2003
for the sale of Churchill Insurance Group plc from Winterthur (UK) Holdings Limited to RBS. The amount claimed by
RBS is stated to be £37.1 million (on RBS’ primary case) or £50.5 million (on RBS’ secondary case), plus interest and
costs. Winterthur is defending the claim and the trial is fixed to commence on February 5, 2008.
Although the outcome of these lawsuits cannot be predicted with certainty, as of the date of this Annual Report on Form
20-F, management believes that these litigations will not have a material adverse impact on the consolidated financial
condition of AXA, taken as a whole.
In June 2005, the European Commission commenced an investigation into certain areas of the financial services
industry in the European Union, including retail banking and business insurance. The scope of the insurance sector
investigation covers commercial non-life lines of insurance. The EU has distributed extensive requests for information
to insurance companies and trade associations falling into the scope of the investigation. To date, several AXA
subsidiaries have received such questionnaire and are cooperating fully with the investigation. The EU is expected to
issue a final report with respect to its investigation into business insurance in September, 2007. Management is not in
a position at this time to assess the potential impacts of this investigation, any sanctions that may be imposed in
connection with it and/or any regulatory or legislative initiatives that may arise as a result of this investigation.
In the Asia-Pacific region, insurers are also subject to recurring periodic examinations by regulatory authorities and may
also be subject to specific examinations from time to time on particular issues. For example, in Japan the life insurance
industry, including AXA’s Japanese life insurance subsidiaries, are currently undergoing a comprehensive examination
by the Japanese FSA in relation to claims payment practices on life insurance contracts over the past several years.
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In addition to the matters described above, AXA and certain of its subsidiaries are involved in various legal actions and
proceedings of a character normally incident to their business.
Some of the Parent Company Litigations and Subsidiary Litigations have been brought on behalf of various alleged
classes of claimants, and certain of the claimants in these actions seek significant or unspecified amounts of damages,
including punitive damages. In some jurisdictions, juries have substantial discretion in awarding punitive damages.
Although the outcome of any lawsuit cannot be predicted with certainty, particularly in the early stages of an action,
management believes that the ultimate resolution of the Parent Company Litigations and the Subsidiary Litigations
should not have a material adverse effect on the consolidated financial position of AXA, taken as a whole. However,
due to the nature of such lawsuits and investigations and the frequency of large damage awards in certain jurisdictions
(particularly the United States) that bear little or no relation to actual economic damages incurred by plaintiffs, AXA 146;s
management cannot make an estimate of loss, if any, or predict whether or not the Parent Company Litigations or
Subsidiary Litigations will have a material adverse effect on the AXA’s consolidated results of operations in any particular
period.
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Note 31: Summary of Material Differences
between IFRS and U.S. GAAP
31.1. Summary of Material Differences between IFRS
and U.S. GAAP
The following presents certain information related to the nature and the effect of differences between generally accepted
accounting principles in the United States (“U.S. GAAP”) and IFRS. AXA Group prepared its primary financial statements
in accordance with IFRS as adopted by the European Union. As it relates to the financial statements included in this
Form 20-F there is no difference between IFRS as adopted by the European Union and IFRS as adopted by the
International Accounting Standard Board (“IASB”).
31.1.1. First time adoption of IFRS
For the AXA Group, the date for the transition was January 1, 2004. AXA prepared the opening balance sheet under
IFRS at that date. The application date of the accounting principles under IFRS is January 1, 2005.
AXA’s accounting principles are applied consistently for all the periods presented.
The major options elected in accordance with IFRS 1 were the following:
a) Purchase Accounting, goodwill and other intangibles related to past business combinations
performed prior to Jan 1, 2004
AXA chose to not restate past business combinations based on the option available in IFRS 1. As a result, past
business combinations prior to January 1, 2004 are accounted for on a French GAAP basis in the IFRS financial
statements, except:
– goodwill which is denominated in the functional currency of the acquired entity under IFRS since January 1, 2004
(transition to IFRS), and
– any item recognized under previous GAAP that did not qualify for recognition as an asset or liability under IFRS was
reclassified into goodwill.
Differences existed between French GAAP and U.S. GAAP in the way:
– the purchase price was determined,
– the recognized value of acquired assets and liabilities assumed,
– the identifiable assets other than the value of business in force were determined, and
– therefore in Goodwill.
These differences are maintained between IFRS and U.S. GAAP.
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b) Currency Translation Differences
AXA elected the option to reset to zero all past cumulative currency translation differences for all foreign operations as
of January 1, 2004.
c) Pension accounting
All cumulative past actuarial gains and losses on all employee benefit plans were recognized in retained earnings as of
January 1, 2004.
31.1.2. Consolidation
The principles regarding consolidation are broadly similar under IFRS and U.S. GAAP.
Under IFRS, AXA’s consolidation principles are primarily based on the analysis of the concept of control, as defined by
IAS 27, interpreted and clarified by SIC 12. This is consistent with the guidance that is applied in U.S. GAAP in particular
with consideration of variable interests in variable interest entities (VIEs) under FIN 46R. In summary, differences in conclusion of consolidation status between IFRS and U.S. GAAP, other than the temporary scope exemption (see below), are rare.
Under U.S. GAAP, the entities are assessed for consolidation under one of the two methodologies as summarized below:
– AXA is required to fully consolidate an entity if (i) the entity is a variable interest entity (VIE) as defined in FIN46R and
(ii) AXA is determined to be the primary beneficiary, that is, AXA has a variable interest in the VIE that will absorb the
majority of the VIE’s expected losses or receive the majority of its expected residual returns, or both.
– For entities that are not VIEs, AXA is required to fully consolidate the entity if AXA has control and a majority ownership
interest that is a direct or indirect interest of more than 50% of the voting rights. Under IFRS, control is presumed if
(i) AXA holds 50% or more of the voting rights or (ii) less than 50% of the voting rights and a contractual agreement
with other investors exists to permit the exercise of more than 50% of the voting rights or (iii) AXA governs the financial
and operating policies of the entity or (iv) AXA can appoint or remove the majority of members of the Board of
directors or (vi) AXA has the power to cast the majority of votes at the Board of Directors.
Under U.S. GAAP, for VIEs solely invested in by a qualified investment company (whereby the investment company
holds the participation in the VIEs and such VIEs are not also held directly by other AXA Group’s non-investment-
company entities), there is a temporary scope exclusion for investment companies in FIN 46R until the revised AICPA
Audit Guide for Investment Companies is issued. Under IFRS, such scope exclusion does not exist.
Additionally, under U.S. GAAP transferors of financial assets to a qualifying special purpose entity as described in
FAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” are exempted
from the consolidation requirements of FIN 46R. Under IFRS, such exemption does not exist.
For entities where AXA has a significant influence, the equity method of accounting is applied for U.S. GAAP and IFRS.
31.1.3. Business combinations after January 1, 2004
Principles in both GAAPs are broadly similar but differences may arise principally in the measurement of policyholders
assets and liabilities i) which are still broadly treated under IFRS like they were under previous GAAP, as far as insurance
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contracts and investment contracts with a discretionary participating feature are concerned, or ii) which are measured
in accordance with IAS 39 under IFRS in the case of investment contracts with no discretionary participating feature;
leading therefore to differences in goodwill.
a) Purchase accounting
Business acquisitions are generally accounted for using the purchase method of accounting under both IFRS and
U.S. GAAP.
b) Intangible Assets including value of business in force
VALUE OF BUSINESS IN FORCE
Under IFRS, as permitted by IFRS 4, AXA continues to use for acquisitions that occurred after January 1, 2004, an
expanded presentation that splits the fair value of acquired insurance and investment contracts with a discretionary
participating feature into two components:
– liabilities which are maintained at the acquiree’s carrying value if the measurement basis is consistent with AXA’s
French accounting principles still prevailing under IFRS for insurance and investment contracts with a discretionary
participating feature (see section 31.1.9 policyholders’ liabilities),
– together with an intangible asset (Value of Business In force (“VBI”) or Value of Business Acquired (“VOBA”) for Life
business).
Such practice is consistent with U.S. GAAP, except that, under U.S. GAAP, it applies to all policyholder contracts. Under
IFRS, such an expanded presentation cannot be used for investment contracts with no discretionary participating
feature (in the scope of IAS 39/IAS 18) for which acquired liabilities have to be measured at fair value at the acquisition
date with therefore no recognition of related value of business in force.
The amortization method of the value of business acquired is consistent with the amortization method used for Deferred
Acquisition Costs for similar contracts. Under IFRS, VBI is amortized on the basis of estimated gross profits with regular
re-estimation of the expected gross profits. Under U.S. GAAP, VBI for FAS 60 products is amortized on the basis of
premiums with re-estimation only in the event of loss recognition; for FAS 97 business, VBI is amortized on the basis
of expected gross profits, which may also differ from Estimated Gross Profits than under IFRS.
OTHER INTANGIBLE ASSETS
IFRS and U.S. GAAP criteria leading to the recognition of intangible assets are broadly similar.
An intangible asset has to be recognized at acquisition date if there is either (i) a contractual or legal right or (ii) it is
separable, that it, can be separated or divided from the acquired entity and sold, transferred, licensed, rented or
exchanged. Such intangible assets may include, but are not limited to, the value of customer relationships which is
recognized if it can be measured reliably. The value of customer relationships, if any, represents the value of future cash
flows expected from renewals and the cross-selling of new products to customers known and identified at the time of
the acquisition. These projections include assumptions regarding claims, expenses and financial revenues, in relation
with non-life activities, or they can be estimated on the basis of the value of new business for life contracts. In line with
accounting practices in force before the adoption of IFRS, which may continue to be applied unde r IFRS 4, expected
flexible premiums relating to purchased acquired business are recognized in the “Value of purchased life business in
force” item.
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The value of expected future cash flows that can be measured separately and reliably can also be estimated by looking
at the purchased marketing resources that will secure these flows.
The nature of the intangible assets recognized is consistent with the purchased entity’s valuation methods used when
purchasing the acquired entity.
c) Restructuring provisions
Under IFRS, an acquirer recognizes restructuring provisions as part of allocating the cost of a business combination
only if the acquired entity has an existing liability at the acquisition date. Under U.S. GAAP, a provision can also be
recognized if the restructuring relates to the acquisition and certain conditions are met.
d) Goodwill
Although the method to determine goodwill is similar under IFRS and U.S. GAAP, differences in the amounts assigned
to the value of business in force and to the liabilities described above will result in differences in the residual amount
assigned to goodwill.
31.1.4. Deferred Acquisition Costs and equivalents
As permitted by IFRS 4, AXA applies previous GAAP under IFRS for all insurance and investment contracts with a
discretionary participating feature. Related deferred acquisition costs (DAC) are therefore recognized and measured in
accordance with French GAAP.
Although principles are broadly similar under both French GAAP and U.S. GAAP, differences exist, mainly in relation with
amortization pattern: all DAC are amortized on the basis of Estimated Gross Profits under French GAAP, whereas under
FAS 60 (U.S. GAAP) DAC are amortized on the basis of collected premiums, which triggers differences on shadow DAC
and DAC reactivity as well.
With respect to investment contracts with no discretionary participating features (in the scope of IAS 39/ IAS 18), an
asset (Deferred Origination Cost of “DOC”) may be recognized representing the contractual right to benefit from
providing investment management services under certain conditions: limitation to incremental costs, provided they can
be identified separately, measured reliably and it is probable that they will be recovered.
31.1.5. Investments from insurance, banking, and other activities
a) Investment Properties
Under IFRS, assets fully or partially backing unit-linked contracts are measured at fair value with the changes in fair
value recorded through profit and loss. All other investment properties, except those backing With-Profits contracts are
accounted for at amortized cost, using the component approach under IFRS. With this approach, the various
components of the property are accounted for and depreciated separately over their useful lives.
For the UK With-Profit contracts, the amounts of the real estate assets are carried at fair value with changes in the fair
value recorded through the income statement.
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Under U.S. GAAP, all investment properties are measured at amortized cost, including non-qualifying separate
accounts under SOP 03-1 and real estate assets allocated to the UK With-Profit contracts. However, investment
properties backing contracts qualifying as separate accounts are measured at fair value.
b) Financial Instruments
1) Under IFRS, the fair value option is used by AXA in specific cases, for example: for the elimination or reduction of
accounting mismatch between measurement of assets and measurement of liabilities, or gains and losses recognition
(assets backing unit-linked contracts, UK With-Profit contracts, CDO’s debts, “natural” hedges, etc.); and, for groups
of assets (or/and financial liabilities) for which performance is evaluated on a fair value basis, in accordance with a
documented risk management or investment strategy. This group of financial instruments includes the financial
instruments held in consolidated mutual funds of the “satellite block” investment portfolio (as defined in note 1).
Changes in fair value of assets measured under the fair value option under IFRS are recorded in the income statement.
The financial instruments are presented under the caption “Designated at Fair value through Profit and Loss” assets or
liabilities.
Currently, the “fair value option” under U.S. GAAP is not applicable. Therefore, the assets are classified into other
categories, predominantly with changes in fair value in the income statement (separate account assets at fair value with
changes reported in earnings, assets held by consolidated investment companies, etc.).
2) Under IFRS, securities held by consolidated investment funds of the “core investment portfolio” are designated as
“available for sale” (See note 1.7.2). Under U.S. GAAP, the investments are accounted for at Fair value with changes
reported in earnings when they are bound to the specialized industry guidance set forth in the AICPA Audit Guide for
Investment Companies, which overrides general consolidation accounting policy for investments. These investment
funds are considered to be outside of the scope of FAS 115 under U.S. GAAP.
3) Under IFRS, foreign currency exchange differences related to the amortized cost of financial instruments (monetary
item) classified as available for sale are recognized in the income statement. This includes the change of the
amortization for the financial statement period and the ending amortized cost balance. The remaining changes relating
to fair value changes are recorded in equity as well as the impact for all foreign currency exchange effects on available
for sale equity instruments.
Under U.S. GAAP, for debt instruments denominated in a foreign currency and classified as available for sale
category, all changes in the fair value are recorded in shareholders’ equity (including the impacts for foreign
exchange effects on the amortization of premium and discount over the period, and the impact on the amortized
cost balance).
Regarding available for sale equity instruments, the entire change in fair value including the impact of the foreign
currency exchange differences is recorded in shareholders’ equity like under IFRS.
c) Impairment of invested assets
The same approach prevails under both GAAPs to identify impaired invested assets. However, residual differences may
exist due for example to differences in purchase GAAP values in relation with past business combinations.
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Under IFRS, impairment charges related to debt instruments and real estate investments are reversible through the
income statement following a recovery of the investment value under certain criteria. However, the reversal cannot
exceed the carrying amount of the investment prior to the impairment.
Under U.S. GAAP, reversals of impairment charges for all financial instruments and real estate properties are not
permitted. However, following an other-than-temporary impairment loss, debt securities are to be accounted for as if
purchased on the impairment measurement date. Consequently, the discount or reduced premium recorded, based on
the debt security’s new cost basis, is amortized over its remaining life based on the amount and timing of estimated
future cash flows.
31.1.6. Assets backing contract liabilities for which the financial risk is borne
by the policyholders and separate account assets and liabilities
Under U.S. GAAP, the requirements of SOP 03-01 limit the accounting and reporting of unit-linked assets and liabilities
to those deemed to be qualifying separate account assets and liabilities based on the following four criteria: (i) the fund
is legally recognized, (ii) the separate account assets are legally insulated from the general account assets of the
insurance enterprise (iii) the policyholder directs investment or there are pre-determined specific investment
policy/objectives, and (iv) the investment performance is passed through to the policyholder, subject to contract fees
and assessments.
For U.S. GAAP purposes, all non qualifying separate account assets are reclassified as general account assets if they
fail to meet the above described criteria.
Any general account interests in the separate accounts are to be reported as part of the general account invested
assets for the non-qualifying assets. The unit linked funds that do not qualify as U.S. GAAP separate accounts are
classified as general account assets and liabilities and valued in accordance with AXA’s general policies for valuing
investments and liabilities.
The income statement also reflects the impacts of the balance sheet reclassifications under U.S. GAAP. The identified
contracts are treated as basic general account participating contracts (even though financial risk is carried by
policyholders) with the related income statement implications. However, there is no impact to net income for non real
estate assets, only changes in the presentation.
The separate account notion does not exist under IFRS. Therefore all assets backing unit-linked contracts for which
there is a full pass-through of financial performance to policyholders are presented in one distinct line item.
31.1.7. Derivative financial instruments
Under IFRS, all derivative instruments, including certain derivative instruments embedded in other contracts, are
recorded on the balance sheet with the respective fair value measurement.
For the derivatives which do not qualify for hedge accounting, all changes in the fair value are directly charged through
the income statement.
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Under U.S. GAAP, the basic measurement of derivative instruments is the same as under IFRS.
Some differences related to freestanding derivatives and/or hedge relationships (cash flow, fair value and hedge of a
net investment) can occur due to some different criteria under FAS 133 compared to IAS 39. Some of the hedge
relationships under IFRS might not qualify as a hedge relationship under U.S. GAAP and vice versa. Effectiveness
testing may also differ. All these factors lead to some technical differences in accounting treatment under IFRS and
U.S. GAAP.
Under IFRS, cases of “natural” hedges reflect the fact that a change in fair value of a derivative recorded in the income
statement is substantially offset by a change in value of a non-derivative asset or liability in earnings: this might be the
case for example when assets are designated at fair value through earnings (fair value option) or policyholders’ liabilities
measured at current value (IFRS 4.24).
31.1.8. Share capital and reserves
a) Compound financial instruments and other equity instruments
Under IFRS, the liability and the equity components of a compound financial instrument such as convertible debts
issued by AXA are presented separately based on the characteristics of the issued instrument. The liability part of the
instrument is shown as debt, whereas the equity component is recorded in shareholders’ equity, which is not the case
under U.S. GAAP.
Most perpetual debt issued by the Group meets the definition of equity under IFRS, while such debt is presented as a
liability under U.S. GAAP. Following a clarification of the IFRIC agenda committee in November 2006, based on an
IASB’s decision, the Group reconsidered its IFRS accounting treatment of perpetual subordinated notes which
represent part of the perpetual debts issued by the Group. Although interest remains due on liquidation, instruments’
classification must be performed on a going concern basis. Only contractual obligations must be taken into
consideration, not the prospect of redemption related to economic compulsion, such as step up clauses or pressure
from shareholders to pay a dividend. Taking into account the recent clarification, the Group has reclassified these
instruments, as shareholders’ equity rather than recognizing it as liabilities with interest charges recognized in the
statement of income under IFRS. This change in accounting treatment has been applied retrospectively to all periods
presented under IFRS. Details on the resulting impact are provided in Notes 13 and 23. Under U.S.GAAP, these
instruments are classified as liabilities, as in prior years.
b) Minority interests in mutual funds and other puttable instruments at fair value
Under IFRS, minority interests in consolidated mutual funds which are puttable instruments at fair value meet the
definition of a liability.
Under U.S. GAAP, these are presented within minority interests.
Under IFRS, unconditional purchase agreements relating to minority interests meet the definition of debt. They must
be remeasured on the basis of the put exercise price at each closing date. However IAS 32 does not provide
guidance on the accounting treatment which should be applied when dealing with the remeasurement of the
purchase agreement.
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In this context, the Group elected to recognize the difference between the value at closing date of the put option and
the historical value of such minority interests in goodwill. A similar accounting treatment is applied to subsequent
measurements.
Under U.S. GAAP such puts are recognized as “minority interests subject to redemption rights” which is part of “total
liabilities”.
31.1.9. Policyholders’ liabilities
Under IFRS and Phase I of Insurance contracts (IFRS 4), AXA continues to apply previous accounting policies to
policyholders’ assets and liabilities related to all insurance contracts and investment contracts with discretionary
participation feature (DPF), provided conditions set by IFRS 4 are met.
However, investment contracts without DPF (primarily unit-linked contracts with no insurance features) are accounted
for under IAS 39.
Under U.S. GAAP, the accounting treatment also depends on contract classification, but different criteria apply and the
discretionary participation is not relevant in the classification process.
a) Product classification
The Group issues contracts that transfer insurance risk or financial risk or both. Under IFRS, insurance contracts are
those contracts that contain significant insurance risk. Such contracts may also transfer financial risk from the
policyholders to the insurer. Investment contracts are those contracts that have financial risk with no significant
insurance risk. During Insurance Contracts Phase I, investment contracts containing an embedded derivative which
meets the definition of an insurance contract (such as GMDBs, GAOs…) are insurance contracts under IFRS unless
the insurance contingent payments are insignificant. Such contracts are investment contracts under U.S. GAAP and
follow FAS 97 – Investment contracts. Other differences in classification also exist (universal life contracts, investment
contracts wi th a discretionary participating feature…).
b) Revenue recognition – deposit accounting
Differences in classification in the two GAAPs lead to differences in revenue recognition.
Deposit accounting does not apply under IFRS to investment contracts containing insurance embedded derivatives,
universal life contracts (and investment contracts with a discretionary participating feature), while it applies to these
contracts under U.S. GAAP as they generally fall within the scope of FAS 97.
c) Measurement
In terms of measurement, classification is also a key first step in determining accounting principles to be applied
in both GAAPs. However, for contracts with a similar classification in the two GAAPs, different principles may
apply.
Under IFRS, policyholders’ liabilities (insurance and investment contracts with a discretionary participating feature) are
based on AXA’s previous accounting principles. Under French GAAP, insurance liabilities for Life & Savings business,
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also referred to as future policy benefits, were calculated in accordance with the applicable local regulatory and
accounting rules if consistent with the French accounting principles used by AXA. The future policy benefits are
actuarially determined using actuarial assumptions relating to investment yields, mortality, morbidity and expenses
which would in many cases be based on premiums charged to policyholders, using a prospective approach. Mortality
tables should be updated whenever necessary on a local basis. A liability adequacy test is performed at balance sheet
date at each consolidated entity level to ensure the adequacy of the contract liabilities net of related DAC and value of
business in force assets.
In practice, measurement principally differs for traditional life policies, i.e., for contracts with significant mortality or
morbidity risk, which are computed under U.S. GAAP using a net level premium method on the basis of actuarial
assumptions as to mortality, persistency and interest based on the insurance company’s experience, with a margin for
adverse deviation; such actuarial assumptions are established as of the date of policy issue. When the liabilities for
future policy benefits plus the present value of expected future gross premiums are insufficient to provide for expected
future policy benefits and expenses, DAC amortization is accelerated, and a premium deficiency reserve may have to
be established by a charge to earnings.
Differences also exist for IAS 39 investment contracts. These are in Phase I mostly limited to certain unit-linked
contracts. Although liabilities are close in both GAAPs (i.e. based on the fair value of assets backing these contracts),
the treatment of acquisition costs differs (see section 31.1.4 on deferred acquisition costs).
Regarding participation, under U.S. GAAP, 10% of all changes in the UK With-Profit fund (revenues and expenses) are
recognized in the income statement, with the remaining 90% attributed to “unallocated policyholder dividend liability”,
while under IFRS (former French GAAP), profits are recognized in the income statement when bonuses are declared by
the company.
d) Guarantee features
– Features such as Guaranteed Minimum Death Benefits (“GMDB”) in direct insurance contracts which are not subject
to a risk management program are accounted for under both GAAPs in accordance with the SOP 03-1 methodology
where the total average cost of the guarantees is recognized over the contract life.
– Certain additional guarantees such as Guaranteed Minimum Death Benefits or Income Benefits (“GMDB” or “GMIB”)
or some performance guarantees offered by reinsurance treaties are subject to a risk management program using
derivatives instruments: in order to reduce the accounting mismatch between the valuation of liabilities and the
valuation of the related derivatives, AXA has elected the option opened by IFRS 4.24 for selective re-measurement of
the reserves on the basis of current market assumptions. Such features are accounted for under U.S. GAAP either
under the SOP 03-1 or according to FAS 133 (see below).
– Reinsurance contracts that cover Guaranteed Minimum Income Benefits ("GMIB") features of variable annuity / unit-
linked type contracts are accounted for as insurance contracts under IFRS on a prospective basis whereby the
amount is recognized over the contract term. Under U.S. GAAP the reinsurance contract covering the income feature
represents a derivative instrument accounted for under FAS 133 at fair value.
– Annuitization benefits (GAOs) are embedded derivatives which meet the definition of an insurance contract under
IFRS. They fall in the scope of IFRS 4 and are therefore accounted for according to previous GAAP with a liability
adequacy test. Under U.S. GAAP, such guarantees are estimated under the SOP 03-1 method.
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e) Reinsurance
Risk transfer criteria in both GAAPs are similar, and deposit accounting is applied to financial reinsurance treaties. Cost
of reinsurance on long duration contracts is amortized into income over the lifetime of payments in both GAAPs. Under
Phase 1, insurance accounting in the IFRS consolidated statements of the AXA Group remains based on French GAAP
principles. With regards to Multiple Year contracts including features such as experience accounts, profit commissions,
no claims bonus or any similar provision, once insurance accounting is confirmed (i.e. basically once risk transfer criteria
is passed), unrealized liabilities are recognized, e.g. any negative experience account for the ceding company has to
be booked immediately.
Under U.S. GAAP this treatment is also extended to unrealized assets as U.S. GAAP requires the cancellation of any
profit or loss transfer from one accounting year to another which would arise from the use of multi-year reinsurance
contracts.
31.1.10. Other Provisions and Liabilities
a) Financing debts
Under IFRS, certain financial liabilities (debt instruments) are accounted for at fair value using the fair value option and
recording the changes in fair value through the income statement.
Under U.S. GAAP, this issued debt is reclassified and recorded at cost as the fair value option does not exist.
b) Employee Benefit Plans
The actuarial gains and losses existing on January 1, 2004, were reset to zero as elected by AXA following IFRS 1. Post
January 1, 2004, IAS 19 offers three options to recognize the actuarial gains and losses derived from changes in
actuarial assumptions. AXA elected for all actuarial gains and losses linked to employee benefit plans to be recorded
in retained earnings through the Statement Of Recognized Income and Expenses (SORIE). With that treatment, the
entire gains or losses arising in a year are fully recognized in the year they occurred. They are presented in a separate
line item as part of shareholders’ equity. Under U.S. GAAP, the option related to the recognition of the gains and losses
in the SORIE does not exist. The actuarial gains and losses are carried forward to be recorded as previously recognized
under the corridor method with amortization recognized in the income statement. The amount by which the
unrecognized cumulative gains or losses exceed the greatest of a) 10% of the Pension Benefit Obligation (PBO), or b)
10% of the market-related value of plan assets is divided by the expected average remaining service lifetime. Starting
with 2006, when AXA adopted FAS 158, U.S. GAAP requires the employer to measure the funded status of a plan as
of the date of its year-end statement of financial position. An employer is required to recognize the over-funded or
under-funded status of a defined benefit post-retirement plan (other than a multi-employer plan) as an asset or liability
in its statement of financial position and recognize changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity.
For plans accounted for under FAS87 (pension plans), the calculation to determine the need of Additional Minimum
Liability is no longer required, as the direct recognition of funding status has superseded this principle.
Under IFRS, the assets and liabilities for the employee benefit plans are measured at the balance sheet date. Some do
not meet the plan asset definition, e.g. insurance contracts issued by AXA which support the defined benefit pension
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plans: in such case, liabilities cannot be shown net. These “separate assets” must be presented separately on the asset
side. Under U.S. GAAP, all assets of the benefit plans are plan assets, no separate assets are presented. Before the
2006 year-end, the plan assets and liabilities in U.S. GAAP could be measured up to three months before the balance
sheet date. Adopting the year-end valuations had no material impact.
c) Share-based compensation
Under IFRS 2, equity-settled plans with employees granted after November 7, 2002 are accounted for using their grant
date fair values as a reliable proxy of the fair values of services received (plans granted earlier are excluded from the
calculation). Option pricing models and other valuation techniques are used to measure the grant date fair values of
awards made under these equity-settled plans, and the resulting amounts, net of expected forfeitures, are recognized
as compensation expense over the respective vesting periods of these awards.
Under U.S. GAAP, beginning in 2006 with the adoption of FAS123(R), the accounting principles are similar to IFRS,
within U.S. GAAP these is no grandfathering of plans granted prior to November 2, 2002, and some technical details
are different between IFRS and U.S. GAAP.
Under both IFRS 2 and U.S. GAAP, resulting measurements of compensation cost are recorded in the income
statement over the requisite service/vesting period of the respective award. The cost of cash-settled plans is
determined by reference to the market price of the underlying shares and is remeasured at each balance sheet date
until the liabilities are settled.
d) Restructuring provision
Under IAS 37, restructuring provisions that do not involve a business combination may be recognized if a detailed
formal plan is announced or implementation has effectively begun. Under U.S. GAAP, recognition of a liability based
solely on commitment to a plan is prohibited, however, a provision for special involuntary employee termination
benefits may be recognized at the date such arrangements have been communicated to employees if certain criteria
are met, including the likelihood that significant changes will not be made to the plan or that the plan will be
withdrawn.
31.1.11. Deferred income taxes
In general, there are adjustments of the deferred tax balance based on the reconciling items and the related tax
implications. Differences will arise between IFRS and U.S. GAAP due to differences in underlying principles of valuation
for assets, liabilities, revenues, expenses, gains and losses between IFRS and U.S. GAAP.
Under IFRS, changes to the deferred tax rate related to items recorded in shareholders’ equity are not recorded in
income. The effect on deferred taxes for transactions originally recognized in shareholders’ equity is allocated to
shareholders’ equity.
Under U.S. GAAP, it is not permitted to use substantively enacted rates. Only rates legally enacted at year-end can
be used. The changes to the deferred tax rate should be recorded in income even if the deferred tax is linked to
items recorded in shareholders’ equity. In particular, the impact of changes in tax rates on the deferred tax
determined on unrealized gains and losses on fixed maturity and equity investments classified as “available for sale”
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under U.S. GAAP is not recorded in “Other Comprehensive Income” but instead recorded in the Income Statement.
Under IFRS, deferred tax liabilities are not required to be recognized in respect of temporary differences between
the book and tax basis of subsidiaries and associates, including undistributed profits, to the extent it is probable
these differences will not be realized in the foreseeable future and the parent or investor is able to control the timing
of the realization of such differences. Under U.S. GAAP, deferred tax liabilities generally are recognized in full for
temporary differences between book and tax basis, including undistributed profits, with limited exception for those
arising from (i) certain investments in subsidiaries and corporate joint ventures considered “permanent” in duration
and (ii) certain majority-owned subsidiaries for which the tax law provides a mean for tax-free recover y and the
parent expects that mean will be ultimately used and would not result in significant cost to execute. Under both
U.S. GAAP and IFRS, AXA evaluates all available evidence to determine if a deferred tax asset is recognized. Under
U.S. GAAP, greater weight is given to negative evidence, such as cumulative losses in recent years, than under
IFRS.
31.1.12 Cash flow statement
The Statement of Consolidated Cash Flows presented on page F-8 in accordance with IAS 7, is also in compliance with FAS95, except for the following difference.
Under IFRS, all cash flows related to insurance and investment contracts with or with no discretionary participating features are part of the net operating cash flows. However, deposits and withdrawals relating to investment contracts with no discretionnary participating features are separately disclosed as "net cash impact of deposit accounting", within the net cash provided by operating activities aggregate.
In a statement of cash flows prepared in accordance with U.S. GAAP, deposits and withdrawals relating to investment contracts would be reflected as financing actitivies.
As detailed in 31.1.9, the definition of investment contracts under IFRS differs from the US GAAP definition.
31.1.13. New adopted accounting pronouncements
Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”)
In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”. SFAS No. 123(R) eliminates the
alternative to apply the intrinsic value method of accounting for employee stock-based compensation awards that was
provided in SFAS No. 123, “Accounting for Stock-Based Compensation” as originally issued. In addition, the FASB
issued the following Staff Positions: (i) No. 123(R)-3, “Transition Election Related to Accounting for the Tax Effects of
Share-Based Payment Awards” (“FSP 123(R)-3”), (ii) No. 123(R)-4, “Classification of Options and Similar Instruments
Issued as Employee Compen sation That Allow for Cash Settlement upon the Occurrence of a Contingent Event” (“FSP
123(R)-4”), and (iii) No. 123(R)-6, “Technical Correction of FASB Statement No. 123(R)” (“FSP 123(R)-6”) to clarify the
guidance provided in SFAS No. 123(R).
SFAS No. 123(R) requires the cost of all share-based payments to employees, including stock options, stock
appreciation rights, and most tax-qualified employee stock purchase plans, to be recognized in the financial statements
based on the fair value of those awards. Under SFAS No. 123(R) the cost of equity-settled awards generally is based
on fair value at date of grant, adjusted for subsequent modifications of terms or conditions, while cash-settled awards
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require remeasurement of fair value at the end of each reporting period. SFAS No. 123(R) does not prescribe or specify
a preference for a particular valuation technique or model for estimating the fair value of employee stock options and
similar awards but instead requires consideration of certain factors in selecting one that is appropriate for the unique
substantive characteristics of the instruments awarded. SFAS No. 123(R) is adopted as of January 1, 2006, in the
consolidated financial statements.
The standard generally requires a “modified prospective” method to be applied to new awards granted and to awards
modified, repurchased, or cancelled after the required effective date.
AXA elected under the original SFAS No. 123 to continue to account for stock-based compensation using the
intrinsic value method and to provide only pro forma disclosure of the effect on net earnings of applying the fair
value based method. Consequently, the adoption of SFAS No. 123(R) resulted in the recognition of compensation
expenses for certain types of AXA’s equity-settled awards, such as options to purchase AXA shares, for which no
cost would have been previously charged to net earnings under the intrinsic value method. Similarly, certain types
of AXA’s cash-settled awards, such as stock appreciation rights, resulted either in different amounts of
compensation expense or different patterns of expense recognition under SFAS No. 123(R) as compared to the
intrinsic value method.
Statement of Financial Accounting Standards No. 158, Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans – an amendment
of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS No. 158”)
In September 2006, the FASB issued SFAS No. 158 which requires an employer to recognize the over-funded or under-
funded status of defined benefit or other post-retirement plans as an asset or liability on its consolidated balance sheet.
In addition, the FASB issued FSP 158-1, Conforming Amendments to the Illustrations in FAS 87, 88 and 106 and
Related Staff Implementation Guides (“FSP No. 158-1”). SFAS No. 158 and the related interpretation FSP 158-1
requires an entity to: (i) recognize an asset for the funded status, measured as the difference between the fair value of
plan assets and the benefit obligation, of defined benefit post-retirement plans that are over-funded and a liability for
plans that are under-funded, measured as of the employer’s fiscal year-end; and (ii) recognize changes in the funded
status of defined benefit post-retirement plans, other than for the net periodic benefit cost included in n et income, in
accumulated other comprehensive income. For pension plans, the funded status must be based on the projected
benefit obligation which includes an assumption for future salary increases.
AXA adopted SFAS No. 158 as of December 31, 2006.
FASB Staff Position 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments” (“FSP SFAS No. 115-1”)
In November 2005, the FASB issued Staff Position (“FSP”) FAS No. 115-1, which is effective for AXA since January 1,
2006. The Staff Position effectively replaces Emerging Issues Task Force Issue No. 03-1, “The Meaning of Other-Than-
Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”).
The Staff Position addresses the determination of when an investment is considered impaired, whether the
impairment is other-than-temporary and the measurement of an impairment loss. FSP FAS No. 115-1 clarifies that
an investor should recognize an impairment loss no later than when the impairment is deemed other-than-
temporary, even if a decision to sell the security has not been made, and also provides guidance on the subsequent
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accounting for an impaired debt security. AXA identified no material impact on the consolidated financial statements
for FSP 115-1.
FASB Interpretation 48, Accounting for Uncertainty in Income Taxes – an interpretation
of FASB Statement No. 109 (“FIN 48”) and the proposed FSP FIN 48-a Definition of Settlement
in FIN 48 (“FIN 48-a”)
In June 2006, the FASB issued FIN 48 as an interpretation of SFAS No. 109 to clarify the accounting for uncertainties
in the income tax recognized in the consolidated financial statements. Under the guidance of FIN 48, a tax benefits
is reflected in the financial statements only if it is “more likely than not” that the company will be able to sustain the
tax return position, based on its technical merits until they are either “ultimately settled” with the taxing authority or
the statute of limitations for examination has passed. FIN 48 also provides guidance on the recognition,
measurement and classification of income tax uncertainties. Tax positions meeting the recognition criteria are
required to be measured at the largest amount of tax benefit that is more than 50 percent likely of being realized
upon ultimate settlement and, accordingly require consideration of the amounts and probabilities of potential
settlement outcomes. Income tax benefits recorded in the past need to be evaluated and, if they no longer meet the
requirements of FIN 48, are required to be recorded in the income statement in the period of the assessment. In
addition, the guidance requires extensive disclosures on tax benefits. In February 2007, the FASB issued a proposed
staff position, FIN 48-a. The final Staff Position will clarify the original guidance by replacing the term “ultimately
settled” with the term “effectively settled”.
FIN 48 is effective January 1, 2007. AXA is currently in the process of implementing FIN 48 and is assessing the
potential impacts on the consolidated financial statements.
Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”)
In September 2006, the staff of the Securities and Exchange Commission (“SEC”) issued SAB No. 108. The
interpretations in this SAB express the staff’s views regarding the process of quantifying financial statement
misstatements.
31.1.14. Recently issued accounting pronouncements not yet adopted
Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial
Instruments – an amendment of FASB Statements No. 133 and 140 (“SFAS No. 155”)
In February 2006, the FASB issued SFAS No. 155, which clarifies issues addressed in Statement 133 Implementation
Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets”. SFAS No.155: (a)
permits the fair value remeasurement of any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation; (b) clarifies which interest-only strips and principal-only strips are not subject to the
requirements of Statement 133; (c) establishes a requirement to evalu ate beneficial interests in securitized financial
assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an
embedded derivative requiring bifurcation; (d) clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives; and (e) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive
derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument.
For AXA, SFAS No. 155 is applicable for all financial instruments acquired or issued as of January 1, 2007. AXA will
adopt the standard as of January 1, 2007, with no material impact on its consolidated financial statements to be
expected.
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Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets –
an amendment of FASB Statement No. 140 (“SFAS No. 156”)
In March 2006, the FASB issued SFAS No. 156 to require that all separately recognized servicing assets and
servicing liabilities be initially measured at fair value and permits, but does not require their subsequent
measurement at fair value. In addition, SFAS No. 156 requires that derivatives used to mitigate the risks inherent in
servicing assets and servicing liabilities be accounted for at fair value. Adoption of SFAS No. 156 is required as of
the beginning of the first fiscal year after September 15, 2006 and, therefore, is applicable prospectively to all
servicing transactions undertaken by AXA beginning January 1 , 2007. AXA expects no material impact on the
consolidated financial statements.
Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”)
In September 2006, the FASB issued SFAS No. 157 which defines fair value, establishes a framework for measuring
fair value under U.S. GAAP and requires enhanced disclosures about fair value measurements. SFAS 157 provides
guidance on how to measure fair value under existing accounting standards, however it does not require any new fair
value measurements. The standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels (“Level 1, 2 and 3”). Fair value is defined as the price in an orderly
transaction between market participants to sell the asset or transfer the liability in the market in which the reporting
entity would transact for the asset or liability, that is the principal or most advantageous market for the asset or liability.
Quantitative and qualitative disclosures will focus on the inputs used to measure fair value for both recurring and non-
recurring fair value measurements according to their hierarchy levels and the effects of the measurements in the
financial statements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. AXA is currently
assessing the potential impacts on the consolidated financial statements of implementing SFAS No. 157.
Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities – Including an amendment of FASB Statement No. 115 (“SFAS No. 159”)
In February 2007, the FASB released SFAS No. 159 which provides all entities with the option to measure most financial
instruments and certain other items at fair value with all changes of the unrealized gains and losses to be reported in
the income statement. Items eligible for the fair value option include certain recognized financial assets and liabilities,
rights and obligations under certain insurance contracts that are not financial instruments, host financial instruments
resulting from the separation of an embedded non-financial derivative instrument from a non-financial hybrid instrument,
and certain commitments. In general, the fair value option may be applied on an instrument-by-instrument basis, only
to entire instruments, and the designation of instruments is irrevocable. SFAS No. 159 is effective as of the beginning
of an entity’s first fiscal year that begins after November 15, 2007. Companies are required to report the effect of the
first remeasurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings. AXA is
currently assessing the potential impacts on the consolidated financial statements of implementing SFAS No. 159.
SOP 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection
with Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”)
In September 2005, the American Institute of Certified Public Accountants (“AICPA”) released SOP 05-1. The SOP
requires identification of transactions that result in a substantial change in an insurance contract. Transactions subject
to review include internal contract exchanges, contract modifications via amendment, rider or endorsement and
elections of benefits, features or rights contained within the contract. If determined that a substantial change has
occurred, the related DAC/VBI (VOBA) and other related balances must be written off. AXA will adopt the statement
prospectively as of January 1, 2007, and management continues to assess the ultimate impact on the consolidated
financial statements.
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31.2. Reconciliation of net income and shareholders’ equity
from IFRS to U.S. GAAP
31.2.1. Net income reconciliation
The reconciliation between consolidated net income under IFRS and U.S. GAAP is as follows:
in Euro million
2006 | 2005 | 2004 | |||||
GROUP CONSOLIDATED NET INCOME IN ACCORDANCE WITH IFRS | 5,085 | 4,318 | 3,793 | ||||
(1) Goodwill and purchase accounting | (234) | 258 | 242 | ||||
(2) Pensions and similar obligations | (211) | (237) | (108) | ||||
(3) Financial invested assets and derivatives | 31 | 849 | (748) | ||||
(4) Real estate property | (473) | (343) | (263) | ||||
(5) Deferred Acquisition Costs and Policyholders reserves | (114) | 211 | 115 | ||||
(6) Debt and compound financial instruments | (192) | (248) | (85) | ||||
(7) Other differences | (24) | (36) | 4 | ||||
(8) Tax(a) | 460 | 460 | 285 | ||||
Total differences | (756) | 914 | (558) | ||||
GROUP CONSOLIDATED NET INCOME IN ACCORDANCE WITH U.S. GAAP | 4,330 | 5,232 | 3,235 |
(a) Including the deferred tax effect from the reconciling differences.
Full year 2006
Net income under U.S. GAAP was€756 million lower under U.S. GAAP than under IFRS, mainly explained by the
following:
1 -Differences relating to goodwill and purchase accounting (€–234 million before the impact of deferred tax), mainly
included a€–184 million change in fair value of derivative instruments designed to hedge Winterthur acquisition,
qualifying as hedge accounting under IFRS (as a firm commitment) and thus included in Winterthur purchase price,
but not qualifying under U.S. GAAP FAS 133.
It also included Value of purchased Business Inforce (VBI) differences of€–43 million in Japan and€+14 million in
the United States as the amortization of FAS 60 (traditional life) contracts is not sensitive to changes in financial
assumptions under U.S. GAAP.
In addition, a€–37 million difference in intangible asset amortization charges was obser ved at AllianceBernstein.
2 -Charges relating to pension and similar liabilities were€211 million higher under U.S. GAAP (gross of the impact
of deferred tax), than the expenses recognized under IFRS.
Under IFRS, actuarial losses related to employee benefit programs were recognized in shareholders’ equity at first
time adoption of IFRS as at January 1, 2004 (in accordance with the option allowed by IFRS 1), while the corridor
method remained applicable under U.S. GAAP. In addition, actuarial gains and losses generated since January 1,
2004 are taken to shareholders’ equity with no further recycling in net income under IFRS (“SORIE” approach
allowed by the new amendment to IAS 19), while they are still recycled through P&L using the corridor method
under U.S. GAAP, even though such actuarial gains and losses are also recognized in shareholders’ equity under
U.S. GAAP starting December 31, 2006 (FAS 158). The main contributors to the additional U.S. GAAP charge in
2006 were the United States (including AllianceBernstein) (€–55 million), the United Kingdom (€–93 million), France
(€–21 million) and Germany (€–24 million).
Adoption of FAS 158 (“Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans”) had
no impact on U.S. GAAP net income.
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3 -Differences relating to financial invested assets and derivatives led to additional income (gross of the impact of
deferred tax) of€31 million.
Changes in the fair value of securities in the “core investment portfolio”, classified as available for sale assets under
IFRS, and taken to income in U.S. GAAP on the basis of accounting rules applicable to investment companies,
resulted in a€11 million increase in net income (before the impact of deferred tax), mainly in Germany (€+88 million)
and France (€+11 million), partly offset by€–89 million in Japan.
In addition, a difference of€–26 million (including€–64 million in Japan, partly offset by€+37 million in the
International Insurance activities) arose from available for sale foreign-currency denominated bonds and the
translation impact on amortized cost, taken to income under IFRS and shareholders’ equity under U.S. GAAP.
Assets impairment differences created an additional€+14 million income under U.S. GAAP, mainly in the United
States and the United Kingdom, because impairment is not reversible under U.S. GAAP whereas, under IFRS,
impairments on fixed maturities are regarded as temporary and can be reversed in certain circumstances.
Finally, hedge accounting differences mainly included: (i)€+28 million on bonds measured using the fair value
option under IFRS, since they are covered by interest-rat e hedges, but designated as available-for-sale securities
under U.S. GAAP (mainly at AXA Bank Belgium), (ii)€–14 million relating to technical differences connected with
hedge accounting, including a future cash flow hedge recognized in shareholders’ equity and being amortized
through profit and loss under IFRS, and not included in a hedge relationship under U.S. GAAP, and (iii)€+20 million
in the AXA Asia Pacific Holdings from net investment hedge cross currency interest rate swaps, for which
qualification was not documented under U.S. GAAP in 2006.
4 -Differences relating to real-estate assets totaled€–473 million. These mainly related to the application of SOP 03 1
under U.S. GAAP, which resulted in real estate properties backing contracts with financial risk borne by the
policyholder being re-measured at amortized cost: the change in fair value, which is taken to income under IFRS,
is therefore cancelled, leading to a difference of€–354 million before the impact of deferred tax (of which
€–234 million in the United Kingdom and€–120 million in France).
Differences in impairment of real estate assets resulted in a€95 million additional charge under U.S. GAAP, mainly
in France (€–94 million) notably attributable to impairment reversals under IFRS, cancelled under U.S. GAAP.
These differences also included the impact (€–15 million) of re-measuring real estate properties backing UK With-
Profits contracts at amortized cost under U.S. GAAP.
5 -Differences relating to deferred acquisition costs and policyholders reserves totaled€–114 million, including
€–23 million on deferred acquisition costs and equivalents (DAC) and€–91 million on policyholders reserves.
DAC differences included a difference in the amortization pattern for FAS 60 products, along with an impact relating
to amounts capitalized for investment contracts without DPF. Under IFRS, the prior method of amortizing DAC in
p roportion of the expected emergence of future profits was maintained for insurance and investment contracts with
discretionary participation features, while amortization charges under U.S. GAAP are partly based on premium
income (FAS 60). In the United Kingdom, in addition, there are differences regarding contracts falling within the
scope of IAS 39, with adjustments consisting in re-establishing deferred acquisition costs under U.S. GAAP to
replace rights to future fees recognized initially on investment contracts without discretionary participation features
(DOC - deferred origination costs) in accordance with IAS 18.
The difference of€–91 million on policyholders’ reserves was due to€–227 million change from selective unlocking,
which is not allowed under U.S. GAAP, partly offset by€+137 million of other technical differences on reserves.
The€–227 million from selective unlocking (notably including€–244 million in the United States) arose from the
option allowed under IFRS 4.24 (not available under U.S. GAAP) to revalue reserves such as the ones related to
Guaranteed Minimum Death Benefits (GMDBs) and Guaranteed Minimum Income Benefits (GMIBs) covered by a
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finance risk-management program. The selective revaluation of technical reserves allowed by IFRS is not authorized
under U.S. GAAP, and related net reserves are revalued according to SOP03-1 or FAS 133 under U.S. GAAP.
Other technical differences on reserves totaled€+137 million, combining the impact of reserve valuation, notably
€+108 million in the United Kingdom attributable to both un-discounting of unit adjustment on non-profit funds and
re-measurement of "With Profit" reserves in accordance with SOP03-1, as well as other recognition differences, for
example on UK "Funds for Future Appropriation" ("FFA") contr acts, in which 100% of changes in value are
attributable to policyholders under IFRS shadow accounting, as opposed to only 90% under U.S. GAAP, generating
additional charge of€–15 million under U.S. GAAP.
6 -Differences in the treatment of debts and hybrid financial instruments led to an additional charge of€–192 million,
mainly driven by the financial charge relating to perpetual debts of the Company that directly flows through
shareholders’ equity under IFRS but flows through P&L under U.S. GAAP.
7 -Other differences had individually no material impact on net income.
8 -Finally, tax-related differences mainly included deferred tax impacts resulting from reconciling differences carried out
between IFRS and U.S. GAAP and a€+118 million tax difference in the United Kingdom, mainly on the Inherited
Estate for which a€150 million deferred tax liability was booked in IFRS in anticipation of a potential distribution in
the future whereas under U.S. GAAP a full provision for a deferred tax liability was already made.
Full year 2005
Net income under U.S. GAAP was€5,232 million,€914 million higher than the IFRS figure.
This was mainly due to the following factors:
1 -Differences relating to goodwill and purchase accounting (€258 million before the impact of deferred tax) included
a difference relating to the Value of purchased Business Inforce (VBI) of€274 million, of which€265 million in Japan
following a significant change in future financial assumptions as the amortization of FAS 60 (traditional life) contracts
is not sensitive to changes in financial as sumptions under U.S. GAAP.
Other differences relating to goodwill and purchase accounting, included differences in intangible asset amortization
charges, of which€–16 million at AllianceBernstein.
2 -Charges relating to pension and similar liabilities were€237 million higher under U.S. GAAP (gross of the impact
of deferred tax), than in IFRS. Under IFRS, actuarial losses booked on employee benefit programs were deducted
from opening shareholders’ equity (in accordance with the option allowed by IFRS 1), while the corridor method
remained applicable under U.S. GAAP. In addition, actuarial gains and losses generated since January 1, 2004 are
taken to shareholders’ equity under IFRS (“SORIE” approach allowed by the new amendment to IAS 19), while they
are still amortized using the corridor method under U.S. GAAP. T he main contributors to the additional U.S. GAAP
charge were the United States (including AllianceBernstein) (€–83 million) and the United Kingdom (€–58 million).
3 -Differences relating to financial invested assets and derivatives led to additional income (gross of the impact of
deferred tax) of€849 million.
In particular, changes in the fair value of securities in the “core investment portfolio”, classified as available for sale
assets under IFRS, are taken to income in U.S. GAAP on the basis of accounting rules applicable to investment
companies. This boosted U.S. GAAP income by€672 million before t he impact of deferred tax, mainly in France
(€+239 million), Germany (€+241 million) and Japan (€+171 million).
In addition, a difference of€+115 million (including€+65 million in Japan) related to available for sale foreign-
currency bonds and the translation impact on amortized cost, taken to income under IFRS and sh areholders’ equity
under U.S. GAAP.
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Finally hedge accounting differences included: (i)€+54 million on bonds measured using the fair value option under
IFRS, since they are covered by interest-rate hedging, but designated as available for sale securities under U.S.
GAAP (mainly at AXA Bank Belgium), and (ii)€–35 million relating to technical differences connected with hedge
accounting, including a future cash flow hedge recognized in shareholders’ equity and being amortized through
profit and loss, and not included in a hedging relationship under U.S. GAAP.
4 -Differences relating to real-estate assets totaled€–343 million. These mainly stemmed from the application of
SOP 03-1, which caused real-estate assets backing contracts with financial risk borne by the policyholder to be
restated at amortized cost: the change in fair value, which is taken to income under IFRS, is therefore cancelled,
leading to a difference of€–278 million before the impact of deferred tax (of which€–223 million in the United
Kingdom and€–55 million in France). These differences also included the impact (€–24 million) of revaluing real-
estate assets backing UK With-Profits contracts at amortized cost under U.S. GAAP.
5 -Differences relating to deferred acquisition costs and policyholders’ reserves totaled€+211 million, including
€+167 million on deferred acquisition costs and equivalents (DAC) and€+44 million on policyholders’ reserves.
DAC differences included a difference in the amortization pattern for FAS 60 products, along with an impact relating
to amounts capitalized for investment contracts without DPF. Under IFRS, the prior method of amortizing DAC in
pro portion of the expected emergence of future profits was maintained for insurance and investment contracts with
discretionary participation features, while amortization charges under U.S. GAAP are partly based on premium
income (FAS 60). In the United Kingdom, in addition, there are differences regarding contracts falling within the
scope of IAS 39, with adjustments consisting in re-establishing deferred acquisition costs under U.S. GAAP to
replace rights to future fees recognized initially on investment contracts without discretionary participation features
(DOC - deferred origination costs) in accordance with IAS 18.
The€+44 million difference on policyholders reserves stemmed from€–58 million change from selective unlocking,
not allowed under U.S. GAAP, more than offset by€+104 million of other technical differences on reserves.
The€–58 million from selective unlocking (notably including€–41 million in the United States) arose from the option
allowed under IFRS 4.24 (not available under U.S. GAAP) to revalue reserves such as the ones related to
Guaranteed Minimum Death Benefits (GMDBs) and Guaranteed Minimum Income Benefits (GMIBs) covered by a
finance risk-management program. Since the selective revaluation of technical reserves allowed by IFRS is not
authorized under U.S. G AAP, net reserves are revalued according to SOP03-1 or FAS 133 under U.S. GAAP
Other technical differences on reserves totaled€+104 million, combining the impact of reserve valuation and
recognition differences, for example on UK “Funds for Future Appropriation” (“FFA”) contracts, in which 100% of
changes in value are attributable to policyholders under IFRS shadow accounting, as opposed to only 90% under
U.S. GAAP, generating additional profit of€176 million under U.S. GAAP.
6 -Differences in the treatment of debts and hybrid financial instruments led to an additional charge of€-248 million,
mainly driven by the financial charge relating to perpetual debts and deeply subordinated notes that directly flows
through shareholders’ equity under IFRS but flows through P&L under U.S. GAAP.
7 -Other differences had individually no material impact on net income.
8 -The main tax-related differences were:
• €+591 million arising from new estimates, reflecting the improvement in recoverability of tax losses carried
forward on deferred tax assets that had been written down mainly in 2002 at AXA Japan under U.S. GAAP;
• partly offset by deferred tax adjustments relating to the above differences between IFRS and U.S. GAAP.
Full year 2004
Net income under U.S. GAAP was€3,235 million,€558 million lower than the IFRS figure.
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This difference was attributable primarily to the following items:
1 -Differences relating to goodwill and purchase accounting (€+242 million before the impact of deferred tax) included
a difference relating to the Value of purchased Business Inforce (VBI) of€+143 million, of which€+70 million in
Japan. Most of this difference arose from a difference in amortization charges, to the extent that amorti zation of VBI
on FAS 60 (traditional life) contracts is based on future profits under IFRS, whereas it is based on premium income
under U.S. GAAP and is therefore not sensitive to changes in future financial assumptions.
The difference in treatment of restructuring costs as part of the MONY acquisition, which were not included in the
opening balance sheet under IFRS, led to a difference of€+174 million (before tax impact).
Offsetting these positive differences, the capital gain recognized by the Dutch holding company on the sale of
Unirobe was€53 million lower under U.S. GAAP, due to valuation differences at the time of the acquisition.
Finally, there were also differences in intangible asset amortization charges, since business combinations prior to
January 1, 2004 were not revalued under IFRS, including€–21 million relating to AllianceBernstein.
2 -Charges relating to pension and similar obligations were€108 million higher under U.S. GAAP than in IFRS. Under
IFRS, actuarial losses booked on employee benefit programs were deducted from opening shareholders’ equity (in
accordance with the option allowed by IFRS 1), while the corridor method remained applicable under U.S. GAAP.
In addition, actuarial gains and losses generated since January 1, 2004 are taken to equity under IFRS (“SORIE”
approach allowed by the new amendment to IAS 19), while they are still amortized using the corridor method under
U.S. GAAP. The main contributors to the additional U.S. GAAP charge we re the United States (€–63 million), the
United Kingdom (€–12 million) and France (€–13 million).
3 -Differences relating to financial invested assets and derivatives led to a total difference (before the impact of
deferred tax) of€–748 million.
Changes in the fair value of securities in the “core investment portfolio”, classified as available for sale assets under
IFRS, are taken to income in U.S. GAAP on the basis of accounting rules applicable to investment companies. This
decreased U.S. GAAP income by€73 million before the impact of deferred tax, mainly in Japan (€–117 million),
but partly offset by Germany (€+57 million).
Differences relating to assets and liabilities that are subject to economic hedging and therefore measured on the
basis of options applicable only to certain assets and liabilities under IFRS, with the objective of monitoring changes
in derivatives as closel y as possible, or that must naturally be re-measured under IFRS through profit and loss,
included (i)€–624 million foreign exchange impact on available for sale fixed maturities which are recognized
through profit and loss as far as amortized cost is concerned under IFRS, including€–621 million on the Japanese
fixed maturities portfolio, a large part of which was invested in foreign currencies (U.S. dollar and Euro), and (ii)
€–44 million on assets subject to interest-rate hedging, mainly at AXA Bank Belgium.
The recognition of derivative instruments led to a difference of€–19 million (gross of tax), relating in particular to a
future cash flow hedge recognized in shareholders’ equity and being amortized through profit and loss, and not
included in a hedging relationship under U.S. GAAP.
4 - Differences relating to real estate properties totaled€–263 million. These mainly stemmed from the application of
SOP03-1, which caused real-estate assets backing contracts with financial risk borne by the policyholders to be
restated at amortized cost. The change in fair value, which was taken to income under IFRS, was therefore
cancelled, leading to a difference of€–269 million, mainly in the United Kingdom and France.
5 - Differences relating to deferred acquisition costs and policyholders reserves totaled€+115 million, including
€+65 million on deferred acquisition costs and equivalents and€+50 million on policyholders reserves.
DAC differences included a difference in the amortization pattern for FAS 60 products, along with an impact relating
to amounts capitalized for investment contracts without DPF. Under IFRS, the prior method of amortizing DAC in
proportion o f the expected emergence of future profits was maintained for insurance and investment contracts with
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discretionary participation features, while amortization charges under U.S. GAAP are partly based on premium
income (FAS 60). In the United Kingdom, in addition, there are differences regarding contracts falling within the
scope of IAS 39, with adjustments consisting in re-establishing deferred acquisition costs under U.S. GAAP to
replace rights to future fees recognized initially on investment contracts without discretionary participation features
(DOC - deferred origination costs) in accordance with IAS 18.
The difference of€+50 million on policyholders’ reserves stemmed from€–27 million change from selective unlocking
(not allowed under U.S. GAAP), more than offset by€+77 million of other technical differences on reserves.
The option allowed under IFRS 4.24 to revalue reserves relating to benefits such as Guaranteed Minimum Death
Benefits (GMDBs) covered by a risk-management program led to a difference of€–27 million. Since the selective
revaluation of technical reserves allowed by IFRS is not authorized under U.S. GAAP, net reserves are revalued
according to SOP03-1 or FAS 133.
Other technical differences relating to policyholders’ reserves totaled€+77 million, combining the impact of reserve
valuation and recognition differences, for example on UK “Funds for Future Appropriation” (“FFA”) contracts, in
which 100% of changes in value are attributable to policyholders under IFRS, as opposed to on ly 90% under
U.S. GAAP, generating additional profit of€121 million under U.S. GAAP.
6 -Differences in the treatment of debts and compound financial instruments led to a difference of€–85 million, mainly
driven by the financial charge relating to perpetual debts that directly flows through shareholders’ equity under IFRS
but flows through P&L in U.S. GAAP.
7 -Other differences were not material.
8 -Finally, tax-related differences mainly included deferred tax adjustments relating to restatements carried out
between IFRS and U.S. GAAP.
31.2.2. Shareholders’ equity reconciliation
in Euro million
2006 | 2005 | 2004 | |||||
SHAREHOLDERS’ EQUITY IN ACCORDANCE WITH IFRS | 47,226 | 36,525 | 31,571 | ||||
(1) Goodwill and purchase accounting | 2,367 | 2,677 | 2,264 | ||||
(2) Pensions and similar obligations | (76) | 2,050 | 1,670 | ||||
(3) Financial invested assets and derivatives | 362 | 278 | 317 | ||||
(4) Real estate property | (1,203) | (715) | (297) | ||||
(5) DAC and Policyholders reserves | 1,111 | 1,160 | 810 | ||||
(6) Debt and compound financial instruments | (7,525) | (3,846) | (3,991) | ||||
(7) Other differences | 107 | 7 | 9 | ||||
(8) Tax(a) | (1,444) | (2,033) | (1,921) | ||||
Total differences | (6,301) | (422) | (1,141) | ||||
SHAREHOLDERS’ EQUITY IN ACCORDANCE WITH US GAAP | 40,924 | 36,103 | 30,431 |
(a) Including the deferred tax effect from the reconciling differences.
Reconciliation of shareholders’ equity as of December 31, 2006
Under U.S. GAAP, consolidated shareholders’ equity was€40,924 million at December 31, 2006,€–6,301 million
lower than under IFRS.
1 -Differences arising from goodwill and purchase accounting differences totaled€+2,367 million. This figure included
€+1,716 million relating to goodwill, of which€+2,165 million on transactions prior to January 1, 2004: U.S. GAAP
goodwill amounts differ from those initially recorded under French GAAP, since business combinations prior to
January 1, 2004 were not restated under IFRS (including “bulletin 210” impact and amortization). In addition, a
F-253
€–547 million difference arose on Winterthur goodwill, as a reversal of the IFRS/U.S. GAAP differences in purchase
GAAP, mainly attributable to (i) the€–184 million difference in the cost of Winterthur shares resulting from the
accounting of derivative instruments designed to hedge Winterthur acquisition, considered as a firm commitment
qualifying as fair value hedge under IFRS and thus included in Winterthur purchase price, but not qualifying as such
under U.S. GAAP FAS 133, and (ii)€–362 million lower goodwill in the United Kingdom and Poland as, under U.S.
GAAP, VBI is recognized on “pure investment contracts” (and not in IFRS, see below).
Differences arising from goodwill on other transactions after January 1, 2004 included€+98 million relating mainly
to restructuring costs from the MONY acquisition which were not included in the IFRS opening balance sheet.
Differences relating to the Value of purchased Business Inforce (VBI) totaled€+737 million, including€+410 million
difference in purchase GAAP in Winterthur entities (as stated above), notably due to the recognition in U.S. GAAP
of VBI on contracts classified as pure investm ent contracts under IFRS, leading to lower goodwill under U.S. GAAP
(United Kingdom€+391 million, and Central Eastern Europe€+90 million, both before the impact of deferred tax).
Excluding Winterthur entities, part of the remaining€+327 million VBI difference arose from differences in
amortization, since amortization of FAS 60 (traditional life) contracts is not sensitive to changes in financial
assumptions under U.S. GAAP (amortization pattern based on premiums).
Other differences arising from transactions prior to January 1, 2004 included€–101 million relating mainly to the
recognition of an intangible asset at AllianceBernstein as part of the Sanford C. Bernstein acquisition.
2 -Differences in recognition of pension and similar obligations totaled€–76 million, since adoption of FAS 158
(“Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans”) resulted in the cancellation
of almost all differences between IFRS and U.S. GAAP balance sheets, including the end of the Additional Minimum
Liability under U.S. GAAP and the recognition of the net funded status on the balance sheet.
The remaining difference in France (€–73 million) was related to t he recognition under U.S. GAAP of pension plans
not included in the prior service cost under IAS 19, notably agent pension plans.
3 -Differences relating to financial invested assets and derivatives totaled€+362 million.
DAC and VBI shadow accounting relating to changes in the fair value of securities in “core investment portfolios”,
classified as available for sale assets under IFRS and taken to income under U.S. GAAP (classified as trading) on
the basis of accounting rules applicable to investment companies resulted in a total difference of€+228 million,
mainly in Japan (€+245 million).
In addition, in Hong Kong, there are some investments classified as available for sale under IFRS, for which changes
in fair value are offset by a corresponding change in deferred policyholder bonus liabilities. In U.S. GAAP, the
underlying policies are classified as FAS 60, for which calculation assumptions are locked in at the start of the
contract or when the portfolio is acquired. This led to a€+115 million shadow accounting difference as a result of
the cancellation of the deferred policyholder bonus liabilities.
4 -A€–1,203 million difference arose from real estate assets. This was mainly due to the application of SOP03-1,
which caused real estate assets backing contracts with financial risk borne by the policyholder to be restated at
amortized cost. The change in fair value, which is taken to income each year under IFRS, was therefore cancelled,
and replaced by depreciation only under U.S. GAAP, leading to a difference of€–943 million before the impact of
deferred tax (of which€–700 million in the United Kingdom and€–243 million in France).
In addition, real estate assets backing UK With-Profit contracts, which are recognized at market value under IFRS
were restated at amortized cost under U.S. GAAP, leading to a difference of€–171 million.
5 -Deferred acquisition costs and policyholders’ reserves led to a€1,111 million increase in U.S. GAAP shareholders’
equity as compared to IFRS, including€+568 million on Deferred Acquisition Costs and equivalents (“DAC”) and
€+543 million related to policyholders’ reserves.
F-254
Out of the€+568 million related to DAC, the United Kingdom contributed€+703 million. DAC differences included
a difference in the rate of amortization (FAS 60 products), along with an impact relating to amounts capitalized
(investment contracts without DPF). Under IFRS, the prior method of amortizing assets in proportion to the expected
emergence of future profits was maintained for insurance and investment contracts with discretionary participation,
while amortization charges under U.S. GAAP are partly based on premium income (FAS 60). In the United Kingdom,
in addition, there were amortization differences on con tracts subject to IFRS 4, with adjustments consisting of re-
establishing deferred acquisition costs under U.S. GAAP to replace fees recognized initially on investment contracts
without discretionary participation (deferred origination costs or DOCs) in accordance with IAS 18.
Difference of€+543 million on policyholders reserves stemmed from€–449 million charge from selective unlocking,
which is not allowed under U.S. GAAP, more than offset by€+992 million of other technical differences on reserves.
The€–449 million (including€–385 million in the United States) arose from the option allowed under IFRS 4.24
(not available under U.S. GAAP) to revalue reserves such as the ones related to Guaranteed Minimum
Death/Income Benefits (GMDBs and GMIBs) covered by a finance risk-management program. Since the selective
revaluation of technical reserves allowed by IFRS is not authorized under U.S. GAAP, net reserves are recorded
according to SOP03-1 or FAS 133. This also included€–52 million in the International Insurance segment with
respect to GMIB and GMDB contracts.
Other technical differences on reserves amounted to€+992 million, including (i)€+447 million relating to UK FFA
(Fund for Future Appropriation) contracts, in which 100% of changes in value are allocated to policyholders under
IFRS shadow accounting, as opposed to only 90% under U.S. GAAP, and (ii) a€+337 million difference resulting
from disability income asset amortization in the United States.
6 -Differences in the treatment of debts and hybrid financial instruments led to a difference of€–7,525 million. This
included in particular a€–7,305 million reduction in shareholders’ equity relating to deeply subordinated notes (of
which€3,794 million issued in 2006 to finance the Winterthur acquisition) and perpetual deeply subordinated notes
of the Company, which are included di rectly in shareholders’ equity under IFRS, and a€–189 million difference
relating to the amortization of convertible bonds.
7 -Other various differences totaled€107 million notably including the accounting treatment of share-based
compensation which led to a difference of€+135 million, mainly in the United States (€155 million). Under both
IFRS and U.S. GAAP, AllianceBernstein Units held as coverage of deferred compensation plans are deducted from
shareholders’ equity. However, under U.S. GAAP, this deduction is par tly offset by goodwill.
8 -Tax differences mainly resulted from the deferred tax effects relating to differences between IFRS and U.S. GAAP,
and a€–360 million tax difference in the United Kingdom, mainly on the Inherited Estate.
Reconciliation of shareholders’ equity as of December 31, 2005
Under U.S. GAAP, consolidated shareholders’ equity was€36,103 million at December 31, 2005,€422 million lower
than under IFRS.
1 -Differences arising from goodwill and purchase accounting differences related to business combinations totaled
€+2,677 million. This figure included€+2,508 million relating to goodwill on transactions prior to January 1, 2004.
U.S. GAAP goodwill amounts differ from those initially recorded under French GAAP, since business combinations
prior to January 1, 2004 were not restated under IFRS (including “bulletin 210” impact and amortization). Main
contributors to this difference were France for€631 million, the United States (including Life and AllianceBernstein)
for€+1,360 million, and AXA the Parent company and the U.S. Holdings for€+367 million.
Differences arising from goodwill on transactions after January 1, 2004 included€+111 million relating mainly to
restructuring costs as part of the MONY acquisition, which were not included in the IFRS opening balance sheet.
F-255
Differences relating to the Value of purchased Business Inforce (VBI) totaled€+144 million. Part of this amount
arose from differences in amortization, since amortization of FAS 60 (traditional life) contracts is not sensitive to
changes in financial assumptions under U.S. GAAP.
Other differences arising from transactions prior to January 1, 2004 included€–74 million relating mainly to the
recognition of an intangible asset at AllianceBernstein as part of the Sanford C. Bernstein acquisition.
2 -Differences in recognition of pension and similar obligations totaled€+2,050 million, split as follows:
• €+2,863 million relating to the cancellation of actuarial losses booked on employee benefit programs, which are
deducted from shareholders’ equity under IFRS (IFRS 1), while the corridor method remains applicable under
U.S. GAAP,
• €+1,109 million before tax arising from actuarial gains and losses recognized after January 1, 2004 being taken directly
to equity (“SORIE” approach, according to the option allowed under IAS 19), which is not allowed under U.S. GAAP
• €–1,922 million relating to the creation of an Additional Minimum Liability under U.S. GAAP.
3 -Differences relating to financial invested assets and derivatives totaled€+278 million.
DAC and VBI shadow accounting relating to changes in the fair value of securities in “core investment portfolios”,
classified as available for sale assets under IFRS and taken to income under U.S. GAAP (classified as trading) on
the basis of accounting rules applicable to investment companies, led to a total difference of€461 million, mainly
in Japan (€+428 million).
In addition there is also a€+101 million shadow accounting difference in Hong Kong resulting from the cancellation
of deferred policyholder bonus liabilities recognized under IFRS on contracts classified as FAS 60 under U.S. GAAP
for which calculation assumptions are locked in at contract inception or when the portfolio is acquired.
Certain bonds classified as available for sale assets under IFRS are regarded as held-to-maturity assets under
U.S. GAAP (Canada) and are therefore recognized at amortized cost, reducing shareholders’ equity by€159 million
before tax.
4 -A difference of€–715 million arose from real-estate assets. This was mainly due to the application of SOP03-1,
which caused real-estate assets backing contracts with financial risk borne by policyholders to be restated at
amortized cost. The change in fair value, which is taken to income each year under IFRS, was therefore cancelled,
and replaced by depreciation only under U.S. GAAP, leading to a difference of€–629 million before the impact of
deferred tax (of which€–454 million in the United Kingdom and€–175 million in France).
In addition, real estate assets backing UK with-profit contracts, which are recognized at market value under IFRS,
were restated at amortized cost under U.S. GAAP, leading to a difference of€–150 million.
5 -Deferred acquisition costs and policyholders reserves led to a€1,160 million increase in U.S. GAAP shareholders’
equity as compared to IFRS, including€+568 million related to Deferred Acquisition Costs and equivalent (DAC)
and€+592 million on policyholders reserves.
Out of the€+568 million related to DAC and similar costs, the United Kingdom contributed€+635 million. DAC
differences included a difference in the rate of amortization (FAS 60 products), along with an impact relating to amounts
capitalized (investment contracts without DPF). Under IFRS, the prior method of amortizing assets in proportion to the
expected emergence of future profits was maintained for insurance and investment contracts with discretionary
participation, while amortization charges under U.S. GAAP are partly based on premium income (FAS 60). In the
United Kingdom, in addition, there were amortization differences on contracts subject to IFRS 4, with adjustments
consisting of re-establishing deferred acquisition costs under U.S. GAAP to replace fees recognized initially on
investment co ntracts without discretionary participation (deferred origination costs or DOCs) in accordance with IAS 18.
The€+592 million difference in Policyholders’ reserves mainly included the following:
i) A difference of€–142 million (including€–170 million in the United States) arose from the option allowed under
IFRS 4.24 (non-existent under U.S. GAAP) to revalue reserves such as Guaranteed Minimum Death Benefits
F-256
(GMDBs) covered by a finance risk-management program. Since the selective revaluation of technical reserves
allowed by IFRS is not authorized under U.S. GAAP, net reserves are recorded according to SOP03-1 or FAS 133.
ii)€+642 million relating to UK FFA (Fund for Future Appropriation) contracts, in which 100% of changes in value
are allocated to policyholders under IFRS shadow accounting, as opposed to only 90% under U.S. GAAP.
iii)€+190 million in the United Kingdom in respect to reserves subject to FRS 27 accounting.
iv)€–77 million in the International Insurance segment in relation to GMIB and GMDB contracts that are re-qualified
as derivative instruments under U.S. GAAP (instead of reserves in IFRS).
6 -Differences in the treatment of debts and hybrid financial instruments led to a difference of€–3,846 million. This
included in particular a€–875 million reduction in shareholders’ equity relating to deeply subordinated notes, and
€–2,679 million perpetual deeply subordinated notes, which are included directly in shareholders’ equity under
IFRS, and a€–270 million difference relating to the amortization of convertible bonds.
7 -Other various differences totaled€7 million.
8 -Tax differences included deferred tax effects relating to differences between IFRS and U.S. GAAP and a
€–471 million tax difference in the United Kingdom, mainly on the Inherited Estate.
Reconciliation of shareholders’ equity as of December 31, 2004
Under U.S. GAAP, consolidated shareholders’ equity was€30,431 million at December 31, 2004,€1,141 million lower
than under IFRS.
1 -Differences arising from goodwill and purchase accounting totaled€+2,264 million. This figure included
€+2,498 million relating to goodwill on transactions prior to January 1, 2004. U.S. GAAP goodwill amounts differ from
those initially recorded under French GAAP, since business combinations prior to January 1, 2004 were not restated
under IFRS. Main contributors to this difference were France for€631 million, the United States (including Life and
AllianceB ernstein) for€+1,183 million, and AXA the Parent company and the U.S. Holdings for€+490 million.
Differences arising from goodwill on transactions after January 1, 2004 included a€+100 million difference, relating
mainly to restructuring costs as part of the MONY acquisition, which were not included in the IFRS opening balance
sheet.
Differences relating to the Value of purchased Business Inforce (VBI) totaled€–255 million. This amount arose from
differences in amortization, since amortization of FAS 60 (traditional life) contracts is not sensitive to changes in
future financial assumptions under U.S. GAAP.
Other differences arising from transactions prior to January 1, 2004 included€–50 million, relating mainly to the
recognition of an intangible asset at AllianceBernstein as part of the Sanford C. Bernstein acquisition.
2 -Differences in recognition of pension and similar liabilities totaled€+1,670 million, split as follows:
-€+2,936 million relating to the cancellation of actuarial losses booked on employee benefit programs, which are
deducted from shareholders’ equity under IFRS (IFRS 1), while the corridor method remains applicable under
U.S. GAAP;
- €+438 million before tax arising from actuarial gains and losses recognized after January 1, 2004 being taken
directly to equity (“SORIE” approach, according to the option allowed under IAS 19), which is not allowed under
U.S. GAAP;
- €–1,704 million relating to the creation of an Additional Minimum Liability under U.S. GAAP.
3 -Differences relating to financial invested assets and derivatives totaled€+317 million.
DAC and VBI shadow accounting relating to changes in the fair value of securities in “core investment portfolios”,
classified as available for sale assets under IFRS and taken to income under U.S. GAAP (classified as trading) on
the basis of accounting rules applicable to investment companies, led to a total difference of€+284 million,
including€+229 million in Japan.
F-257
In addition there is also a difference linked to shadow accounting for€+117 million including a€+79 million shadow
accounting difference in Hong Kong resulting from the cancellation of deferred policyholder bonus liabilities
recognized under IFRS on contracts classified as FAS 60 under U.S. GAAP for which calculation assumptions are
locked in at contract inception or when the portfolio is acquired.
Certain bonds classified as available for sale assets under IFRS are regarded as held to maturity assets under U.S.
GAAP (Canada) and are therefore recognized at amortized cost, reducing shareholders’ equity by€100 million
before tax.
4 -A difference of€–297 million arose from real estate properties. This was mainly due to the application of SOP03-1,
which caused real-estate assets backing contracts with financial risk borne by policyholders to be restated at
amortized cost. The change in fair value, which is taken to income under IFRS, is therefore cancelled, and replaced
by depreciation only under U.S. GAAP, leading, in the United Kingdom, to a difference of€–200 million before the
impact of deferred tax.
In addition, real estate assets backing UK with-profit contracts, which are recognized at market value under IFRS,
were restated at amortized cost under U.S. GAAP, leading to a difference of€–122 million.
5 -Deferred acquisition costs and policyholders reserves led to a total difference of€+810 million, including
€+376 million related to Deferred Acquisition costs and equivalents (DAC), and€+434 million on policyholders’
reserves.
Out of the€+376 million related to DAC,€+433 million related to the United Kingdom. DAC differences included
a difference in the rate of amortization (FAS 60 products), along with an impact relating to amounts capitalized
(investment contracts without DPF). Under IFRS, the prior method of amortizing assets in proportion to the
expected emergence of future profits was maintained for insurance and investment contracts with discretionary
participation, while amortization charges under U.S. GAAP are partly based on premium income (FAS 60).
In the United Kingdom, in addition, there were amortization differences on contracts subject to IFRS 4, with
adjustments consisting of re-establishing deferred acquisition costs under U.S. GAAP to replace fees recognized
initially on investment contracts without discretionary participation (deferred origin ation costs or DOCs) in
accordance with IAS 18.
The€434 million differences on policyholders’ reserves notably included the following:
i) An additional charge of€–106 million (mainly in the United States) arose from the option allowed under IFRS 4.24
to revalue reserves such as Guaranteed Minimum Death Benefits (GMDBs) covered by a risk-management
program. Since the selective revaluation of technical reserves allowed by IFRS is not authorized under U.S. GAAP,
net reserves were revalued according to SOP03-1 or FAS 133;
ii)€+453 million relating to UK FFA (Fund for Future Appropriation) contracts, in which 100% of changes in value
are allocated to policyholders under IFRS shadow accounting, as opposed to only 90% under U.S. GAAP;
iii)€+177 million in the United Kingdom in respect to reserves subject to FRS 27 accounting;
iv)€–62 million in the International Insurance segment with respect to GMIB and GMDB contracts.
6 -Differences in the treatment of debts and hybrid financial instruments led to a difference of€–3,991 million. This
included in particular€–625 million relating to deeply subordinated notes and€–3,048 million perpetual deeply
subordinated notes, which are included directly in shareholders’ equity under IFRS, and a€–287 million difference
relating to the amortization of convertible bonds.
7 -Other various differences totaled€+9 million.
8 -Tax differences included both the deferred tax effect of the aforementioned restatements and a€–870 million
adjustment of deferred tax balances, relating to AXA Japan (€–570 million, corresponding with the residual amount
of deferred tax assets written off in 2002) and the United Kingdom (€–304 million, mainly in the Inherited Estate).
F-258
Note 32: Additional U.S. GAAP Disclosures
32.1. Net income per ordinary share
Years ended December 31, | |||||||||
2006 | 2005(b) | 2004(b) | |||||||
U.S. GAAP net income applicable to ordinary shares (in Euro million) | |||||||||
Basic | 4,330 | 5,232 | 3,235 | ||||||
Dilutive securities issued by subsidiaries | – | – | – | ||||||
Financial charge on assumed conversion of convertible debts | 97 | 96 | 110 | ||||||
Dilutive | 4,427 | 5,328 | 3,345 | ||||||
Weighted average of ordinary shares outstanding(a) (in million) | |||||||||
Basic | 1,948 | 1,918 | 1,840 | ||||||
Assumed exercise of stock options | 18 | 9 | 6 | ||||||
Assumed conversion of convertible debts | 66 | 64 | 124 | ||||||
Dilutive | 2,032 | 1,991 | 1,969 | ||||||
Net income per ordinary share (in Euro) | |||||||||
Basic | 2.22 | 2.73 | 1.76 | ||||||
Diluted | 2.18 | 2.68 | 1.70 |
(a) Weighted average of outstanding ordinary shares after the elimination of the weighted average number of ordinary shares held in Treasury.
(b) According to FAS 128, following any significant capital increase with a stock price lower than the market price, average number of shares and
consequently earnings per share over each period shall be restated to take into account this event. As a consequence, the loss of value suffered by
existing shares represents the value of the existing shareholders’ theoretical subscription right, and the issue can be regarded as a bonus issue in the
amount of the total value of the subscription rights.
The share capital increase with preferential subscription rights launched by AXA on June 14, 2006 to finance part of the acquisition of Winterthur has
resulted in the issue of 208,265,897 new shares at a price of€19.80 compared to a market price of€24.47. An adjustment factor (1.019456) equal to
the pre-transaction share price divided by the theoretical post-transaction value of the shares is applied to the weighted average number of shares
outstanding in each period.
The calculation of basic and diluted net income per ordinary share under U.S. GAAP is based on the same methodology
as for IFRS (see note 26 “Net Income per Ordinary Share”). However, certain differences arise due to (i) the underlying
differences in the number of treasury shares held by AXA and its subsidiaries (due to differences in scope of consolidation),
(ii) the amount of net income that results in different conclusion on dilutive and anti-dilutive impact of EPS, and (iii) the
difference on interest on assumed conversion of convertible debts (timing difference on premium redemption amortization).
In accordance with the terms and conditions of the€1,524 million 2.5% subordinated convertible debt issued in
February 1999 and due in 2014, and€1,099 million 3.75% subordinated convertible debt issued in February 2000 and
due in 2017, if these debt instruments are not converted into ordinary shares of AXA at maturity, they will be redeemed
by AXA at a price in excess of the original issue price.
As a result, the amortization of the redemption premium under U.S. GAAP was approximately€69 million pre-tax in 2006
(2005:€67 million and 2004:€61 million). The two subordinated debt instruments are convertible into AXA ordinary shares.
These potential shares were treated as “dilutive” under U.S. GAAP and, therefore, were included in the U.S. GAAP net
income per ordinary share (diluted). The potential conversion of these two subordinated convertible debt instruments
into 66 million ordinary shares were included in the calculation of net income per ordinary share (diluted) together with
the 18 million stock options taken into account in the earnings per share calculation under U.S. GAAP.
F-259
32.2. Derivative intruments
Year ended December 31, 2006 | |||||||||||||
Derivative instruments used in fair value hedging relationship | Derivative instruments used in cash flow hedging relationship | Derivative instruments usedin hedges of net investment in a foreign operation | |||||||||||
Notional | Fair value | Notional | Fair value | Notional | Fair value | ||||||||
Interest rate swaps | 3,159 | (144) | 730 | 56 | 14 | – | |||||||
Currency swaps | – | – | 234 | 15 | 8,882 | 1,095 | |||||||
Basic swaps | – | – | – | – | – | – | |||||||
Equity swaps | 623 | (120) | – | – | – | – | |||||||
Total return swaps | – | – | – | – | – | – | |||||||
SWAPS | 3,781 | (264) | 964 | 72 | 8,896 | 1,096 | |||||||
Caps | – | – | – | – | 290 | 3 | |||||||
Floors | – | – | – | – | – | – | |||||||
Collars | – | – | – | – | – | – | |||||||
Swaptions | – | – | 2,539 | 94 | – | – | |||||||
Calls bought | – | – | – | – | 1,554 | 46 | |||||||
Calls sold | – | – | – | – | – | – | |||||||
Puts bought | – | – | – | – | – | – | |||||||
Puts sold | – | – | – | – | 1,566 | (4) | |||||||
OPTIONS | – | – | 2,539 | 94 | 3,410 | 45 | |||||||
Forwards / Futures bought | 872 | 6 | – | – | 208 | 4 | |||||||
Forwards / Futures sold | 3,016 | (35) | – | – | 2,392 | 26 | |||||||
FORWARDS / FUTURES | 3,888 | (29) | – | – | 2,600 | 30 | |||||||
CREDIT DERIVATIVES | – | – | – | – | – | – | |||||||
Other derivatives | – | – | – | – | – | – | |||||||
TOTAL | 7,669 | (293) | 3,503 | 166 | 14,906 | 1,170 |
F-260
(in Euro million)
Notional | Fair value | ||||||||||||||
Other derivative instruments notqualifying under FAS 133 butgenerally used as economic hedges | |||||||||||||||
Notional | Fair value | December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | ||||||||
63,256 | 337 | 67,158 | 78,392 | 77,173 | 250 | 1,336 | 1,185 | ||||||||
25,346 | 50 | 34,462 | 26,239 | 23,168 | 1,161 | 50 | 1,130 | ||||||||
314 | 11 | 314 | 792 | 723 | 11 | 50 | (29) | ||||||||
714 | 45 | 1,337 | 1,124 | 1,077 | (75) | (45) | 54 | ||||||||
6,976 | 140 | 6,976 | 1,770 | 1,866 | 140 | 265 | 216 | ||||||||
96,605 | 583 | 110,246 | 108,317 | 104,007 | 1,486 | 1,656 | 2,557 | ||||||||
25,092 | (193) | 25,382 | 42,326 | 43,426 | (190) | (237) | (237) | ||||||||
24,308 | 7 | 24,308 | 20,626 | 9,048 | 7 | 10 | 4 | ||||||||
– | – | – | – | 47 | – | – | – | ||||||||
8,665 | 159 | 11,203 | 2,526 | 2,240 | 253 | 115 | 62 | ||||||||
3,206 | 128 | 4,760 | 1,338 | 1,602 | 174 | 13 | 106 | ||||||||
11 | – | 11 | 108 | – | – | – | – | ||||||||
1,463 | 56 | 1,463 | 796 | 24 | 56 | (19) | 2 | ||||||||
743 | (4) | 2,309 | 143 | – | (8) | – | – | ||||||||
63,488 | 153 | 69,436 | 67,863 | 56,386 | 292 | (117) | (62) | ||||||||
10,943 | 201 | 12,024 | 1,712 | 4,723 | 211 | 8 | 9 | ||||||||
28,693 | (1,129) | 34,101 | 19,499 | 23,603 | (1,138) | (556) | (264) | ||||||||
39,636 | (928) | 46,124 | 21,211 | 28,326 | (927) | (548) | (255) | ||||||||
8,223 | 50 | 8,223 | 7,874 | 3,170 | 50 | 17 | 48 | ||||||||
851 | 8 | 851 | 13 | 80 | 8 | (277) | (320) | ||||||||
208,802 | (135) | 234,880 | 205,277 | 191,968 | 909 | 732 | 1,967 |
F-261
Maturity of notional amount as at December 31, 2006(a) | Notional amount | ||||||||||||||||||||
< 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | > 5 years | December 31, | December 31, | December 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||||||||||
Interest rate swaps | 10,236 | 3,805 | 8,812 | 9,788 | 3,593 | 30,924 | 67,158 | 78,392 | 77,173 | ||||||||||||
Currency swaps | 13,881 | 3,935 | 1,721 | 2,759 | 1,561 | 10,605 | 34,462 | 26,239 | 23,168 | ||||||||||||
Basic swaps | – | – | – | 120 | – | 194 | 314 | 792 | 723 | ||||||||||||
Equity swaps | 1,244 | 21 | 15 | – | – | 56 | 1,337 | 1,124 | 1,077 | ||||||||||||
Total return swaps | 4,662 | – | – | 2 | – | 2,311 | 6,976 | 1,770 | 1,866 | �� | |||||||||||
SWAPS | 30,023 | 7,761 | 10,549 | 12,670 | 5,153 | 44,091 | 110,246 | 108,317 | 104,007 | ||||||||||||
Caps | 2,291 | 45 | 7,206 | 7,045 | 1,095 | 7,700 | 25,382 | 42,326 | 43,426 | ||||||||||||
Floors | – | 6,072 | 4,554 | 4,574 | 4,554 | 4,554 | 24,308 | 20,626 | 9,048 | ||||||||||||
Collars | – | – | – | – | – | – | – | – | 47 | ||||||||||||
Swaptions | 2,491 | 1,804 | 769 | 577 | 629 | 4,933 | 11,203 | 2,526 | 2,240 | ||||||||||||
Calls bought | 4,241 | 28 | 12 | – | – | 478 | 4,760 | 1,338 | 1,602 | ||||||||||||
Calls sold | 5 | 5 | – | – | – | – | 11 | 108 | – | ||||||||||||
Puts bought | 221 | 110 | 88 | 83 | 722 | 240 | 1,463 | 796 | 24 | ||||||||||||
Puts sold | 2,298 | 11 | – | – | – | – | 2,309 | 143 | – | ||||||||||||
OPTIONS | 11,548 | 8,075 | 12,630 | 12,278 | 7,000 | 17,905 | 69,436 | 67,863 | 56,386 | ||||||||||||
Forwards / Futures bought | 10,913 | 1,111 | – | – | – | – | 12,024 | 1,712 | 4,723 | ||||||||||||
Forwards / Futures sold | 32,481 | 1,415 | 205 | – | – | – | 34,101 | 19,499 | 23,603 | ||||||||||||
FORWARDS / FUTURES | 43,394 | 2,526 | 205 | – | – | – | 46,124 | 21,211 | 28,326 | ||||||||||||
CREDIT DERIVATIVES | 129 | 75 | 329 | 6,166 | 1,291 | 233 | 8,223 | 7,874 | 3,170 | ||||||||||||
Other derivatives | – | – | 9 | – | – | 842 | 851 | 13 | 80 | ||||||||||||
TOTAL | 85,093 | 18,436 | 23,722 | 31,114 | 13,445 | 63,071 | 234,880 | 205,277 | 191,968 |
N.B.: This table includes all derivatives (assets and liabilities), i.e. hedge, macro hedge and other, in asset and liability positions.
(a) By convention, notional amounts are displayed in absolute value, and exclude potential netting out.
F-262
(in Euro million) | |||||||||||||||||||
Positive fair value | Negative fair value | Net fair value | |||||||||||||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||||||||
1,317 | 2,113 | 1,808 | 1,067 | 779 | 623 | 250 | 1,336 | 1,185 | |||||||||||
1,854 | 958 | 1,716 | 693 | 906 | 586 | 1,161 | 50 | 1,130 | |||||||||||
17 | 54 | 4 | 5 | 3 | 33 | 11 | 50 | (29) | |||||||||||
171 | 50 | 54 | 246 | 95 | – | (75) | (45) | 54 | |||||||||||
365 | 273 | 226 | 225 | 8 | 9 | 140 | 265 | 216 | |||||||||||
3,723 | 3,447 | 3,808 | 2,237 | 1,792 | 1,251 | 1,486 | 1,656 | 2,557 | |||||||||||
17 | 18 | 39 | 207 | 255 | 276 | (190) | (237) | (237) | |||||||||||
7 | 10 | 4 | – | – | – | 7 | 10 | 4 | |||||||||||
– | – | – | – | – | – | – | – | – | |||||||||||
253 | 115 | 62 | – | – | – | 253 | 115 | 62 | |||||||||||
174 | 14 | 106 | – | 2 | – | 174 | 12 | 106 | |||||||||||
– | 1 | – | – | 1 | – | – | – | – | |||||||||||
68 | – | 2 | 12 | 19 | – | 56 | (19) | 2 | |||||||||||
– | – | – | 8 | – | – | (8) | – | – | |||||||||||
518 | 159 | 214 | 227 | 277 | 276 | 292 | (117) | (62) | |||||||||||
241 | 13 | 8 | 31 | 5 | 3 | 211 | 8 | 5 | |||||||||||
153 | 41 | 190 | 1,291 | 597 | 450 | (1,138) | (556) | (260) | |||||||||||
395 | 54 | 198 | 1,322 | 602 | 453 | (927) | (548) | (255) | |||||||||||
58 | 33 | 48 | 8 | 15 | – | 50 | 18 | 48 | |||||||||||
155 | (161) | (228) | 147 | 117 | 93 | 8 | (278) | (320) | |||||||||||
4,849 | 3,533 | 4,040 | 3,940 | 2,803 | 2,073 | 909 | 732 | 1,968 |
F-263
AXA uses derivative instruments mainly to manage its financial exposure to interest rate and exchange rate risks.
As at December 31, 2006, the total notional amount of derivative instruments held by the AXA Group amounted to
€234.9 billion (2005:€205.3 billion; 2004:€192.0 billion). Winterthur integration led to a total increase of derivative
instruments’ notional amount by 30.5 billion and fair value by€–24 million.
The net fair value of these derivative instruments as at December 31, 2006 was€909 million (2005:€732 million; 2004:
€1,968 million).
As at December 31, 2006 and based on notional amounts, (i) 47% of the derivative instruments used consisted in swap
contracts (53% at December 31, 2005; 54% at December 31, 2004), (ii) 30% were option products (mainly caps and
floors) (33% at December 31, 2005; 29% at December 31, 2004), (iii) 20% of derivative instruments consisted of futures
/ forwards (principally other than foreign currency instruments) versus 10% at the end of 2005 and 15% at the end of
2004 and (iv) 4% corresponded to credit derivatives, compared to 4% at the end of 2005 and 2% at December 31,
2004. Credit derivatives are an alternative option to investing in fixed maturities issued by private sector companies.
On a consolidated basis, the notional amount of swaps contracts as at December 31, 2006 was€110.2 billion (2005:
€108.3 billion; 2004:€104.0 billion), and their market value was€1,486 million (2005:€1,656 million and 2004:
€2,557 million).
At December 31, 2006, interest-rate swap contracts accounted for 61% of swaps used by AXA (versus 72% at the
end of 2005; 74% at the end of 2004). They are used in particular by (i) the Company (notional value of€39.6 billion
compared to€31.6 billion at the end of 2005 and€24.2 billion at the end of 2004) to limit its interest-rate exposure on
debt issued or amounts borrowed, (ii) AXA Bank Belgium (notional value of€11.9 billion versus€28.3 billion at the end
of 2005 and€40.3 billion at the end of 2004) to hedge interest-rate risk exposures arising in the context of its ordinary
banking activities, in order to achieve an appropriate interest-rate spread between its interest-earning assets and
interest-bearing liabilities, and (iii) AXA Japan (€4.2 billion versus€7.4 billion at the end of 2005 and€0.6 billion at the
en d of 2004) to limit its risk exposure to interest-rate on its invested assets (fixed maturities held directly and through
consolidated mutual funds). The 2006 decrease in notional value at AXA Japan was mainly due to the sale of directly
held Euro-zone bonds, the proceeds of which were reinvested in Japanese bonds.
Currency swaps constitute another part of AXA’s hedging strategies to manage foreign-currency cash flow exposures,
and are primarily used by AXA (the Company) with€20.5 billion at the end of 2006 (2005:€17.2 billion; 2004:€12.1
billion) and AXA Japan with€3.1 billion (2005:€5.1 billion; 2004:€5.5 billion), mainly to limit the exposure of its Euro
and U.S. dollar bond portfolio.
At December 31, 2006, 88% of the total notional amount of swaps were not used in a qualifying hedge relationship, and
included€50.3 billion of swaps at the Company and€16.7 billion at AXA Bank Belgium which, as part of its business,
uses mainly Euro-denominated forward rate agreements and interest-rate swaps that generate short-term profits.
The option portfolio consists mainly of caps and floors. The notional amount of caps and floors as at December 31,
2006 was€49.7 billion (2005:€62.9 billion; 2004:€52.5 billion), the decrease in 2006 being mainly attributable to
France, where some hedges matured at end 2006 and were not replaced immediately. They represented 72% of the
total notional amount of all options (93% at end 2005 and 2004). Their fair value was€–183 million at th e end of 2006
(2005:€–227 million; 2004:€–233 million).
F-264
Caps and floors are used predominantly by U.S. and French Life & Savings operations to hedge interest rates on
contracts with guaranteed rates of return.
On a consolidated basis, the notional amount of forwards and futures at December 31, 2006 was€46.1 billion (2005:
€21.2 billion; 2004:€28.3 billion), while their market value was€–927 million (2005:€–548 million; 2004:
€–255 million).
Futures are predominantly used by insurance operations to hedge future operating margins. Additionally, AXA’s U.S.
insurance operations use forward and futures contracts for the dynamic risk management program associated with the
guaranteed minimum benefits on unit-linked savings products.
As a result, for 86% of these contracts’ notional value, derivatives were used as part of a non qualifying hedge
relationship at the end of 2006 (100% as at December 31, 2005 and 2004).
AXA uses credit derivative instruments to manage the exposure of its assets and liabilities to interest-rate risks, but may
also use them to enhance returns on invested assets.
At December 31, 2006, the notional amount and the net fair value of these derivatives were€8.2 billion and€50 million,
respectively (2005:€7.9 billion and€17 million, respectively; 2004:€3.2 billion and€48 million, respectively). The most
important users of these instruments are: (i) AXA Japan (€4.7 billion versus€4.6 billion at the end of 2005 and
€0.8 billion at the end of 2004) and (ii) CDOs (€2.6 billion at the end of 2006 compared to€2.7 billion at the end of
2005 and€2.4 billion at the end of 2004), which use credit derivatives to build their collateral portfolio.
32.3. Deferred tax
The components of the net deferred tax asset and liabilities under U.S. GAAP are as follows:
(in Euro million)
Year ended December 31, | |||||||||||
2006 | 2005 | 2004 | |||||||||
Deferred tax assets | Deferred tax liabilities | Net deferred tax position | Net deferred tax position | ||||||||
Deferred tax though profit & loss | 7,231 | 9,733 | (2,503) | (2,216) | (2,456) | ||||||
Deferred tax though reserves relating to the fair value adjustment of assets classified as Available For Sale | 128 | 2,222 | (2,094) | (2,613) | (2,264) | ||||||
Deferred tax though reserves relating to the fair value adjustment of derivative instruments used in a cash flow hedge relationship | – | 20 | (20) | (25) | (11) | ||||||
Deferred tax though reserves relating to Aditional Minimum Liability | – | – | – | 634 | 542 | ||||||
Deferred tax though reserves relating to equity pick-up | – | – | – | – | – | ||||||
Deferred tax through reserves relating to stock options | 13 | 60 | (48) | – | – | ||||||
Deferred tax through reserves relating to FAS 158 employee benefits | 1,088 | 3 | 1,085 | – | – | ||||||
Other deferred taxes through reserves | – | – | – | 31 | – | ||||||
Net deferred tax excluding policyholders’ tax | 8,459 | 12,038 | (3,579) | (4,188) | (4,188) | ||||||
Policyholders’ tax – net deferred tax | 266 | 1,838 | (1,572) | (1,399) | (586) | ||||||
TOTAL NET DEFERRED TAX | 8,725 | 13,875 | (5,151) | (5,587) | (4,775) |
F-265
(in Euro million)
Years ended December 31, | |||||||
2006 | 2005 | 2004 | |||||
Deferred tax asset, gross | 8,862 | 5,419 | 5,124 | ||||
Valuation allowance on deferred tax assets | (137) | (164) | (1,002) | ||||
Net deferred tax asset | 8,725 | 5,255 | 4,122 | ||||
Deferred tax liability | (13,875) | (10,842) | (8,897) | ||||
Net deferred tax asset / (liability) | (5,151) | (5,587) | (4,775) |
Note: Deferred tax positions on the balance sheet are stated net at the level of heads of local tax consolidation groups and distinct tax entities.
The difference between IFRS and U.S. GAAP net deferred tax figures is mainly due to:
- The deferred tax impact of various differences in principles discussed in note 31.1 and 31.2.
- Differences in deferred tax balances in the United Kingdom, (and Japan in 2004).
Winterthur consolidation resulted in an increase of the net deferred tax liability by€790 million.
32.4. Employee Benefit Plan
On September 29, 2006, the Financial Accounting Standard Board released the final version of its accounting standard
for post-retirement benefits: No. 158 – Employers’ Accounting for Defined Benefit Pension and Other Post-retirement
Plans, which amends FAS 87, 88, 106, 132. The new standard requires recognition of the financial position of plans
directly in the balance sheet, elimination of the use of measurement dates prior to the fiscal year-end date and
recognition of changes in the funded status in the year in which the changes occur. This new standard closely (but not
completely) aligns the U.S. GAAP balance sheet with the IFRS balance sheet under the SORIE option, but does not
change U.S. GAAP pension expense so significant differences with IFRS remain.
The following table provides a reconciliation of the pension obligations and assets to the accrued pension cost,
including the additional minimum liability recognized for U.S. GAAP only.
RECONCILIATION OF OBLIGATION AND ASSETS TO ACCRUED PENSION COST
(in Euro million)
2006 | 2005 | 2004 | |||||
Projected Benefit Obligation | (14,736) | (11,440) | (9,586) | ||||
Plan Assets under U.S. GAAP | 10,681 | 7,381 | 6,129 | ||||
Unrecognized items under U.S. GAAP | – | 4,083 | 3,459 | ||||
Accrued pension cost (before Additional Minimum Liability) under U.S. GAAP | (4,055) | 24 | 2 | ||||
Additional Minimum Liability under U.S. GAAP | – | (2,140) | (1,947) | ||||
Accrued pension liability under U.S. GAAP | (4,055) | (2,114) | (1,945) | ||||
Non current Assets | 115 | 868 | 760 | ||||
Current Liabilities | (171) | (124) | (121) | ||||
Non current Liabilities | (3,999) | (2,858) | (2,584) |
F-266
The following table illustrates the incremental effect of applying FASB Statement No. 158.
INCREMENTAL EFFECT OF APPLYING FASB STATEMENT NO. 158
2006 (Before application of Statement 158) | Adjustments | 2006 (After application of Statement 158) | |||||
Projected Benefit Obligation | (14,736) | – | (14,736) | ||||
Plan Assets under U.S.GAAP | 10,681 | – | 10,681 | ||||
Unrecognized items under U.S. GAAP | 3,328 | (3,328) | – | ||||
Accrued pension cost (before Additional Minimum Liability) under U.S. GAAP | (727) | 3,328 | (4,055) | ||||
Additional Minimum Liability under U.S. GAAP | (2,409) | 2,409 | – | ||||
Accrued pension liability under U.S. GAAP | (3,136) | (919) | (4,055) |
In a US GAAP balance sheet, this change would principally affect accrued pension liabilities within other payables and other comprehensive income, net of the corresponding deferred tax.
32.5. Share-Based compensation
The total compensation cost recognized in income for share-based employee compensation in 2006 is€238.9 million
(2005:€117 million and 2004:€81 million).
Details on the AXA’s share-based compensation programs are provided in note 25; this section focuses on differences
between IFRS and U.S. GAAP.
In December 2004, the FASB published FASB Statement 123 (revised 2004) Share-Based Payment. Statement 123(R)
requires that the compensation cost relating to share-based payment transactions be recognized in financial
statements based on the fair value of the options on the date they were granted. With the adoption of this new standard
in 2006, the U.S. GAAP cost is more aligned with the IFRS cost. The major differences relate to scope (where IFRS
excludes costs for equity-settled instruments granted before November 7, 2002 and U.S. GAAP includes them) and to
the treatment of AXA’s Shareplan (where under IFRS the cost reflects the fact that except under certain circumstances
employees can not trade or hedge shares for a restriction period, while under U.S. GAAP the definition of ’restricted
share’ is not met and so the full nominal amount of discount is considered a cost).
Because of the adoption of FAS 123(R), the 2006 cost has many additional elements compared to prior years, including
the cost of the AXA SA Share options for€34.8 million and the cost of the AXA Share options for United States Holding
company for€31 million. It also includes€13.6 million in connection with the AXA Performances shares and AXA
Restricted Shares, and€3.6 million in connection with the AXA Performances units settled in equity.
F-267
In prior years the net income as reported did not include costs according to FAS 123. The following table illustrates the
effect on net income and net income per ordinary share, had AXA accounted for share options (see note 31) granted
since January 1, 1995 in accordance with FAS 123’s fair value based method.
U.S. GAAP | |||||
2005 | 2004 | ||||
Net Income (in euro million) | |||||
– As reported | 5,232 | 3,235 | |||
– Adjustment for compensation expense determined under fair value | (13) | (33) | |||
– Pro forma | 5,219 | 3,202 | |||
Net Income per ordinary share (in euro) | |||||
Basic: | |||||
– As reported | 2.78 | 1.79 | |||
– Pro forma | 2.77 | 1.77 | |||
Diluted: | |||||
– As reported | 2.73 | 1.73 | |||
– Pro forma | 2.72 | 1.71 |
32.6. Variable interest entities
AXA has completed its transition to the consolidation requirements regarding variable interest entities (“VIEs”) of
FIN 46R.
At December 31, 2006, AXA is required to consolidate 5 CDOs under U.S. GAAP (2005: 5 CDOs and 2004: 3 CDOs),
with total aggregated assets, principally reported in the consolidated balance sheet as investments and debt of
approximately€1.2 billion and€1.2 billion, respectively (2005:€1.5 billion and€1.6 billion, respectively and 2004:
€1.5 billion and€1.5 billion, respectively). Under U.S. GAAP, AXA is not required to consolidate specific CDOs, which
are consolidated under IFRS, due to the temporary scope exclusion for investment companies. Under IFRS, the amount
of assets and liabilities recorded for such consolidated CDOs at December 31, 2006 is€288 million and€288 million,
respectively (2005:€343 million and€343 million, and 2004:€323 million and€311million, respectively).
As part of the Winterthur acquisition at December 31, 2006, AXA is required to consolidate 3 special purpose entities
(“SPEs”) under U.S. GAAP, which were used to securitize loans. The SPEs are reported in the consolidated balance
sheet principally as mortgage receivables and debt of€1.3 billion and€1.3 billion, respectively. Under IFRS, AXA is
required to consolidate one additional SPE, which is not required to b e consolidated under U.S. GAAP due to the
FIN46R exclusion of qualified special purpose vehicles (“QSPE”). Under IFRS, the amount of assets and liabilities
recorded for such consolidated QSPE at December 31, 2006 is€1.5 billion and€1.5 billion respectively.
Substantially all of the assets of the CDOs and SPEs act as collateral for the related CDO and SPE debt holders. AXA
has no right to use these assets. In the event of a default, neither the creditors nor the equity investors (if any) have any
recourse against AXA.
F-268
AXA also has significant interests in CDOs, which do not require consolidation because management has determined
that AXA is not the primary beneficiary. At December 31, 2006, AXA’s investment in such CDOs, being the carrying
value included in its consolidated financial statements, totaled approximately€155 million (2005:€140 million and
2004:€172 million) with no additional funding commitments. At such date, these vehicles had total assets of
approximately€3.4 billion (2005:€2.9 billion and 2004:€6.2 billion). At December 31, 2006, AXA had approximately
€38 million in unfunded commitments with respect to these vehicles.
At December 31, 2006, AXA is not required to consolidate any private equity partnership VIE. At December 31, 2005,
AXA was required to consolidate one private equity partnership VIE, the total amount of the partnership’s assets of
€537 million being reported principally as investments in the consolidated balance sheet (2004:€544 million). At
December 31, 2005, AXA had approximately€154 million in unfunded commitments with respect to this vehicle (none
at year-end 2006).
At December 31, 2006, AXA also had significant variable interests in certain other VIEs reported as investments in the
consolidated balance sheet totaling€2,901 million (including Winterthur for€1,759 million), of which€243 million
related to partnership interests and private equity and real estate investment pools (2005:€892 million and
€618 million; and 2004:€629 million and€595 million, respectively), and€2,658 million related to other investments
(2005:€274 million and 2004:€34 million). At December 31, 2006, AXA had approximately€1 million of funding
commitments in respec t of these vehicles (2005:€100 million). The investment carrying value and funding
commitments represent AXA’s maximum exposure to loss from its direct involvement in these VIEs.
In addition, at December 31, 2006, AllianceBernstein also has significant variable interests in certain VIEs with
approximately€172 million in client’s assets under management (2005:€342 million, and 2004:€627 million)
AllianceBernstein’s maximum exposure to loss from these entities is limited to a nominal investment and prospective
investment management fees.
In conclusion, AXA derives no direct benefit from the total assets within these variable interest entities other than its
direct investment plus any investment management fees, if it is also the investment manager, and cannot utilize those
assets in its operations. In addition, any additional liabilities recognized as a result of consolidating the VIEs would not
represent additional claims on the general assets of AXA; rather they would only represent claims against the additional
assets recognized by AXA as a result of consolidating the VIEs.
F-269
32.7. Equity and fixed maturity securities
The table below provides information about fair value, net book value and cost (or amortized cost when applicable) of
financial assets for the years ended December 31, 2006, 2005 and 2004, respectively for insurance activities and other
segments, as well as unrealized gains and unrealized losses relating to invested assets accounted for at fair value.
Year ended December 31, 2006 | |||||||||||||
Cost or amortizedcost(a) | Net book value(b) | Fair value | Unrealized gains | Unrealized losses | |||||||||
Fixed maturities held to maturity | 5 | 4 | 4 | – | – | ||||||||
Fixed maturities available for sale | 209,364 | 216,029 | 216,029 | 7,963 | 1,187 | ||||||||
Fixed maturities – Trading | 79,441 | 79,441 | – | – | |||||||||
TOTAL FIXED MATURITIES | 295,474 | 295,474 | 7,963 | 1,187 | |||||||||
Equities available for sale | 20,660 | 27,657 | 27,657 | 8,404 | 41 | ||||||||
Equities – Trading | 69,448 | 69,448 | – | – | |||||||||
TOTAL EQUITIES | 97,106 | 97,106 | 8,404 | 41 | |||||||||
Non controlled investment funds available for sale | 4,032 | 4,299 | 4,299 | 338 | 26 | ||||||||
Non controlled investment funds trading(c) | 2,889 | 2,889 | – | – | |||||||||
TOTAL Non controlled investment funds | 7,188 | 7,188 | 338 | 26 | |||||||||
Other assets held by full summary controlled investment funds(d) | 13,986 | 13,986 | – | – | |||||||||
TOTAL OTHER INVESTMENTS | 413,753 | 413,753 | 16,705 | 1,254 |
(a) Gross of impairment and fair value adjustment (AFS assets only) – including accrued premiums and cumulated amortization – excluding accrued interests.
(b) Net of impairment as well as premium / discount (net of relating amortization). Excludes accrued interests if applicable.
(c) Includes finance leases receivables.
(d) Includes cash and derivatives held by controlled invesment funds.
BANKING AND OTHER ACTIVITIES
Year ended December 31, 2006 | |||||||||||
Cost or amortizedcost(a) | Net book value(b) | Fair value | Unrealized gains | Unrealized losses | |||||||
Fixed maturities held to maturity | – | – | – | – | – | ||||||
Fixed maturities available for sale | 5,797 | 5,717 | 5,717 | 11 | 91 | ||||||
Fixed maturities – Trading | 1,156 | 1,156 | – | – | |||||||
TOTAL FIXED MATURITIES | 6,873 | 6,873 | 11 | 91 | |||||||
Equities available for sale | 2,671 | 2,731 | 2,731 | 295 | – | ||||||
Equities – Trading | 454 | 454 | – | – | |||||||
TOTAL EQUITIES | 3,186 | 3,186 | 295 | – | |||||||
Non controlled investment funds available for sale | 226 | 226 | 226 | 1 | – | ||||||
Non controlled investment funds trading(c) | 188 | 188 | – | – | |||||||
TOTAL Non controlled investment funds | 414 | 414 | 1 | – | |||||||
Other assets held by full summary controlled investment funds(d) | – | – | – | – | |||||||
TOTAL OTHER INVESTMENTS | 10,472 | 10,472 | 306 | 91 |
(a) Gross of impairment and fair value adjustment (AFS assets only) – including accrued premiums and cumulated amortization – excluding accrued interests.
(b) Net of impairment as well as premium / discount (net of relating amortization). Excludes accrued interests if applicable.
(c) Includes finance leases receivables.
(d) Includes cash and derivatives held by controlled invesment funds.
F-270
Winterthur consolidation resulted in a€64 billion increase of equity securities, fixed maturities and non controlled
investment funds as at December 31, 2006.
(in Euro million)
Year ended December 31, 2005 | Year ended December 31, 2004 | ||||||||||||||||||
Cost or amortizedcost(a) | Net book value(b) | Fair value | Unrealized gains | Unrealized losses | Cost or amortizedcost(a) | Net book value(b) | Fair value | Unrealized gains | Unrealized losses | ||||||||||
190 | 189 | 348 | 159 | – | 163 | 163 | 263 | 100 | – | ||||||||||
154,863 | 167,967 | 167,967 | 13,691 | 436 | 138,283 | 150,001 | 150,001 | 12,056 | 114 | ||||||||||
72,153 | 72,153 | – | – | 63,929 | 63,929 | – | – | ||||||||||||
240,308 | 240,467 | 13,850 | 436 | 214,092 | 214,192 | 12,156 | 114 | ||||||||||||
16,211 | 20,970 | 20,970 | 6,589 | 59 | 15,825 | 17,590 | 17,590 | 4,009 | 72 | ||||||||||
65,772 | 65,772 | – | – | 53,416 | 53,416 | – | – | ||||||||||||
86,742 | 86,742 | 6,589 | 59 | 71,006 | 71,006 | 4,009 | 72 | ||||||||||||
2,454 | 2,693 | 2,693 | 322 | 13 | 2,226 | 2,306 | 2,306 | 183 | 13 | ||||||||||
10,622 | 10,622 | – | – | 9,457 | 9,457 | – | – | ||||||||||||
13,315 | 13,315 | 322 | 13 | 11,763 | 11,763 | 183 | 13 | ||||||||||||
2,722 | 2,722 | – | – | 1,220 | 1,220 | – | – | ||||||||||||
343,086 | 343,245 | 20,762 | 508 | 298,081 | 298,181 | 16,348 | 199 |
(in Euro million)
Year ended December 31, 2005 | Year ended December 31, 2004 | ||||||||||||||||||
Cost or amortizedcost(a) | Net book value(b) | Fair value | Unrealized gains | Unrealized losses | Cost or amortizedcost(a) | Net book value(b) | Fair value | Unrealized gains | Unrealized losses | ||||||||||
– | – | – | – | – | – | – | – | – | – | ||||||||||
6,349 | 6,365 | 6,365 | 27 | 11 | 7,679 | 7,801 | 7,801 | 133 | 1 | ||||||||||
1,281 | 1,281 | – | – | 1,207 | 1,207 | – | – | ||||||||||||
7,646 | 7,646 | 27 | 11 | 9,008 | 9,008 | 133 | 1 | ||||||||||||
668 | 599 | 599 | 166 | – | 677 | 660 | 722 | 90 | 1 | ||||||||||
315 | 315 | – | – | 101 | 101 | – | – | ||||||||||||
914 | 914 | 166 | – | 761 | 823 | 90 | 1 | ||||||||||||
199 | 201 | 201 | 2 | – | 62 | 65 | 65 | 3 | – | ||||||||||
95 | 95 | – | – | – | – | – | – | ||||||||||||
296 | 296 | 2 | – | 65 | 65 | 3 | – | ||||||||||||
– | – | – | – | – | – | – | – | ||||||||||||
8,856 | 8,856 | 195 | 11 | 9,834 | 9,897 | 226 | 2 |
F-271
The tables below provide information about assets in an unrealized loss position:
(in Euro million)
Year ended December 31, 2006 | |||||||||||||
For less than12 months | For at least or more than 12 months | Total invested assets in an unrealized loss position | |||||||||||
Fair value | Unrealized loss | Fair value | Unrealized loss | Fair value | Unrealized loss | ||||||||
French government fixed maturity securities | 3,610 | 96 | 117 | 1 | 3,726 | 97 | |||||||
Foreign government fixed maturity securities | 17,097 | 248 | 2,501 | 57 | 19,598 | 304 | |||||||
Other local government and agency fixed maturities securities | 1,209 | 40 | 221 | 6 | 1,430 | 46 | |||||||
Mortgage backed securities | 1,060 | 6 | 2,325 | 79 | 3,385 | 84 | |||||||
Corporate bonds | 20,747 | 369 | 10,320 | 377 | 31,067 | 746 | |||||||
TOTAL FIXED MATURITIES | 43,722 | 759 | 15,483 | 520 | 59,206 | 1,278 | |||||||
Quoted equity securities | 786 | 38 | 1 | – | 787 | 38 | |||||||
Unquoted equity securities | 60 | 3 | 17 | – | 77 | 3 | |||||||
TOTAL EQUITY SECURITIES | 846 | 40 | 18 | 1 | 864 | 41 | |||||||
Quoted non controlled investment funds | 1,202 | 22 | 14 | 1 | 1,216 | 23 | |||||||
Unquoted non controlled investment funds | 4 | 1 | 6 | 2 | 10 | 3 | |||||||
TOTAL NON CONTROLLED INVESTMENT FUNDS | 1,206 | 23 | 20 | 3 | 1,226 | 26 | |||||||
TOTAL OTHER INVESTMENTS IN AN UNREALIZED LOSS POSITION | 45,774 | 822 | 15,521 | 523 | 61,296 | 1,345 |
(in Euro million)
Year ended December 31, 2005 | |||||||||||||
For less than 12 months | For at least or more than 12 months | Total invested assets in an unrealized loss position | |||||||||||
Fair value | Unrealized loss | Fair value | Unrealized loss | Fair value | Unrealized loss | ||||||||
French government fixed maturity securities | 965 | 9 | – | – | 965 | 9 | |||||||
Foreign government fixed maturity securities | 5,131 | 33 | 256 | 5 | 5,387 | 37 | |||||||
Other local government and agency fixed maturities securities | 1,923 | 17 | 121 | 3 | 2,044 | 19 | |||||||
Mortgage backed securities | 3,264 | 60 | 434 | 19 | 3,698 | 79 | |||||||
Corporate bonds | 12,613 | 240 | 1,856 | 63 | 14,469 | 303 | |||||||
TOTAL FIXED MATURITIES | 23,895 | 358 | 2,668 | 89 | 26,562 | 447 | |||||||
Quoted equity securities | 792 | 54 | 30 | 3 | 822 | 57 | |||||||
Unquoted equity securities | 72 | 2 | – | – | 72 | 2 | |||||||
TOTAL EQUITY SECURITIES | 865 | 56 | 30 | 3 | 895 | 59 | |||||||
Quoted non controlled investment funds | 29 | 5 | 2 | – | 31 | 6 | |||||||
Unquoted non controlled investment funds | 21 | 1 | 33 | 7 | 55 | 8 | |||||||
TOTAL NON CONTROLLED INVESTMENT FUNDS | 50 | 6 | 36 | 7 | 85 | 13 | |||||||
TOTAL OTHER INVESTMENTS IN AN UNREALIZED LOSS POSITION | 24,809 | 420 | 2,733 | 99 | 27,542 | 519 |
F-272
(in Euro million)
Year ended December 31, 2004 | |||||||||||||
For less than 12 months | For at least or more than 12 months | Total invested assets in an unrealized loss position | |||||||||||
Fair value | Unrealized loss | Fair value | Unrealized loss | Fair value | Unrealized loss | ||||||||
French government fixed maturity securities | 235 | 2 | – | – | 236 | 2 | |||||||
Foreign government fixed maturity securities | 1,205 | 11 | 60 | 2 | 1,265 | 13 | |||||||
Other local government and agency fixed maturities securities | 264 | 3 | 77 | 2 | 341 | 5 | |||||||
Mortgage backed securities | 879 | 10 | 289 | 9 | 1 168 | 19 | |||||||
Corporate bonds | 4,114 | 43 | 1,018 | 33 | 5,131 | 77 | |||||||
TOTAL FIXED MATURITIES | 6,697 | 69 | 1,444 | 47 | 8,141 | 116 | |||||||
Quoted equity securities | 967 | 56 | 1 | – | 968 | 56 | |||||||
Unquoted equity securities | 3,509 | 16 | 3 | 1 | 3,512 | 16 | |||||||
TOTAL EQUITY SECURITIES | 4,476 | 71 | 4 | 1 | 4,480 | 72 | |||||||
Quoted non controlled investment funds | 70 | 2 | 19 | 4 | 88 | 6 | |||||||
Unquoted non controlled investment funds | 48 | 3 | 10 | 4 | 58 | 7 | |||||||
TOTAL NON CONTROLLED INVESTMENT FUNDS | 118 | 5 | 28 | 8 | 146 | 13 | |||||||
TOTAL OTHER INVESTMENTS IN AN UNREALIZED LOSS POSITION | 11,291 | 146 | 1,476 | 55 | 12,766 | 201 |
French government fixed maturity securities
The€97 million unrealized losses at the end of 2006 were mainly recorded by France Life & Savings (€62 million),
France P&C (€15 million) and Axa Bank Belgium (€10 million), and were mostly related to assets in an unrealized loss
position lower than 20% of the value of the investment.
Foreign government fixed maturity securities
The€304 million unrealized losses at the end of 2006 were mainly reported by France Life & Savings (€99 million) and
P&C (€11 million), Japan Life & Savings (€28 million), Belgium Life & Savings (€17 million) , AXA Bank Belgium
(€43 million), Southern Europe Life & Savings (€17 million) and P&C (€18 million), the United Kingdom Life & Savings
(€6 million) and P&C (€15 million), and Other transnational activities (€19 million), mostly relating to assets in an
unrealized loss position lower than 20% of the value of the investment.
Other local government and agency fixed maturity securities
The€46 million unrealized losses at the end of 2006 mainly included Germany and Australia/New Zealand Life &
Savings entities (€24 million and€12 million, respectively), mostly relating to assets in an unrealized loss position lower
than 20% of the value of the investment.
Mortgage-backed securities
The€84 million unrealized losses at the end of 2006 were reported by the United States (€58 million) and AXA Bank
Belgium (€21 million), mostly relating to assets in an unrealized loss position lower than 20% of the value of the investment.
F-273
Corporate bonds
The€746 million unrealized losses at the end of 2006 were mainly reported by Life & Savings entities in the United States
(€305 million), France (€88 million), Germany (€80 million), Belgium (€59 million), the United Kingdom (€30 million),
and Southern Europe (€23 million), but also by P&C entities in the United Kingdom (€39 million), France (€13 million)
and Southern Europe (€11 million), and by Other transnational entities (€33 million) and AXA Bank Belgium
(€14 million). Most of these losses were lower than 20% of the value of the investments.
(in Euro million)
Year ended December 31, 2006 | |||||||||||||
Corresponding cost or amortizedcost | Corresponding fair value | Unrealized loss | URL < 20% ofthe corresponding amortized cost | URL between 20% and50% of thecorrespondingamortized cost | URL > 50% ofthe corresponding amortized cost | ||||||||
Fixed maturities below investment grade | |||||||||||||
URL for less than 6 months | 1,087 | 1,070 | 17 | 17 | – | – | |||||||
URL for 6 to 12 months (included) | 654 | 637 | 17 | 17 | – | – | |||||||
URL for more than 12 months | 622 | 604 | 18 | 18 | – | – | |||||||
Total fixed maturities below investment grade | 2,363 | 2,311 | 52 | 52 | – | – | |||||||
Fixed maturities above investment grade | |||||||||||||
URL for less than 6 months | 22,654 | 22,446 | 208 | 203 | 5 | – | |||||||
URL for 6 to 12 months (included) | 20,982 | 20,441 | 541 | 537 | 2 | 2 | |||||||
URL for more than 12 months | 14,484 | 14,007 | 478 | 443 | 34 | – | |||||||
Total fixed maturities above investment grade | 58,120 | 56,894 | 1,226 | 1,183 | 42 | 2 | |||||||
TOTAL FIXED MATURITIES IN AN UNREALIZED LOSS POSITION | 60,484 | 59,206 | 1,278 | 1,235 | 42 | 2 | |||||||
Equity securities | |||||||||||||
URL for less than 6 months | 786 | 751 | 35 | 33 | 2 | – | |||||||
URL for 6 to 12 months (included) | 100 | 95 | 5 | 4 | – | 1 | |||||||
URL for more than 12 months | 18 | 17 | 1 | – | – | – | |||||||
TOTAL Equity securities | 905 | 864 | 41 | 38 | 3 | 1 | |||||||
Non controlled investment funds | |||||||||||||
URL for less than 6 months | 1,143 | 1,127 | 16 | 16 | – | – | |||||||
URL for 6 to 12 months (included) | 86 | 79 | 7 | 3 | 4 | – | |||||||
URL for more than 12 months | 23 | 20 | 3 | – | 2 | 1 | |||||||
TOTAL Non controlled investment funds | 1,252 | 1,226 | 26 | 19 | 6 | 1 | |||||||
TOTAL INVESTMENTS INAN UNREALIZED LOSS POSITION | 62,641 | 61,295 | 1,345 | 1,291 | 51 | 3 |
F-274
(in Euro million)
Year ended December 31, 2005 | |||||||||||||
Corresponding cost or amortizedcost | Corresponding fair value | Unrealized loss | URL < 20% ofthe corresponding amortized cost | URL between 20% and50% of thecorresponding amortized cost | URL > 50% of the corresponding amortized cost | ||||||||
Fixed maturities below investment grade | |||||||||||||
URL for less than 6 months | 886 | 876 | 10 | 10 | – | – | |||||||
URL for 6 to 12 months (included) | 133 | 131 | 2 | 2 | – | – | |||||||
URL for more than 12 months | 73 | 68 | 5 | 5 | – | – | |||||||
Total fixed maturities below investment grade | 1,091 | 1,075 | 16 | 16 | – | – | |||||||
Fixed maturities above investment grade | |||||||||||||
URL for less than 6 months | 20,491 | 20,220 | 271 | 270 | 1 | – | |||||||
URL for 6 to 12 months (included) | 3,026 | 2,945 | 81 | 81 | – | – | |||||||
URL for more than 12 months | 2,402 | 2,323 | 79 | 76 | 3 | – | |||||||
Total fixed maturities above investment grade | 25,919 | 25,489 | 430 | 426 | 4 | – | |||||||
TOTAL FIXED MATURITIES IN AN UNREALIZED LOSS POSITION | 27,010 | 26,563 | 447 | 443 | 4 | – | |||||||
Equity securities | |||||||||||||
URL for less than 6 months | 883 | 830 | 53 | 53 | – | – | |||||||
URL for 6 to 12 months (included) | 60 | 56 | 4 | 4 | – | – | |||||||
URL for more than 12 months | 7 | 5 | 2 | 1 | – | 1 | |||||||
TOTAL Equity securities | 950 | 891 | 59 | 58 | – | 1 | |||||||
Non controlled investment funds | |||||||||||||
URL for less than 6 months | 52 | 46 | 6 | 6 | – | – | |||||||
URL for 6 to 12 months (included) | 4 | 3 | 1 | 1 | – | – | |||||||
URL for more than 12 months | 44 | 37 | 7 | 2 | 5 | – | |||||||
TOTAL Non controlled investment funds | 100 | 86 | 13 | 8 | 5 | – | |||||||
TOTAL INVESTMENTS INAN UNREALIZED LOSS POSITION | 28,060 | 27,541 | 519 | 509 | 9 | 1 |
F-275
(in Euro million)
Year ended December 31, 2004 | |||||||||||||
Corresponding cost or amortizedcost | Corresponding fair value | Unrealized loss | URL < 20% of the corresponding amortized cost | URL between 20% and50% of thecorresponding amortized cost | URL > 50% of the corresponding amortized cost | ||||||||
Fixed maturities below investment grade | |||||||||||||
URL for less than 6 months | 204 | 198 | 6 | 3 | – | 3 | |||||||
URL for 6 to 12 months (included) | 61 | 60 | 1 | 1 | – | – | |||||||
URL for more than 12 months | – | – | – | – | – | – | |||||||
Total fixed maturities below investment grade | 265 | 258 | 7 | 5 | – | 3 | |||||||
Fixed maturities above investment grade | |||||||||||||
URL for less than 6 months | 4,317 | 4,289 | 28 | 28 | – | – | |||||||
URL for 6 to 12 months (included) | 2,201 | 2,167 | 34 | 34 | – | – | |||||||
URL for more than 12 months | 1,472 | 1,426 | 46 | 43 | 2 | – | |||||||
Total fixed maturities above investment grade | 7,989 | 7,881 | 108 | 105 | 3 | – | |||||||
TOTAL FIXED MATURITIES IN AN UNREALIZED LOSS POSITION | 8,254 | 8,139 | 115 | 110 | 3 | 3 | |||||||
Equity securities | |||||||||||||
URL for less than 6 months | 4,414 | 4,355 | 58 | 57 | 1 | 1 | |||||||
URL for 6 to 12 months (included) | 129 | 116 | 13 | 5 | 7 | 1 | |||||||
URL for more than 12 months | 10 | 9 | 1 | 1 | – | – | |||||||
TOTAL Equity securities | 4,552 | 4,480 | 72 | 63 | 8 | 1 | |||||||
Non controlled investment funds | |||||||||||||
URL for less than 6 months | 62 | 60 | 2 | 2 | – | – | |||||||
URL for 6 to 12 months (included) | 61 | 58 | 4 | 4 | – | – | |||||||
URL for more than 12 months | 36 | 28 | 8 | – | 8 | – | |||||||
TOTAL Non controlled investment funds | 159 | 146 | 13 | 5 | 8 | – | |||||||
TOTAL INVESTMENTS INAN UNREALIZED LOSS POSITION | 12,966 | 12,765 | 201 | 179 | 18 | 4 |
32.8. Segment Information
Under U.S. GAAP, as defined by FASB Statement 131, “Segment Information” (“FAS 131”), when there is a change in
the composition of the reportable segments, the corresponding information for earlier periods is restated.
However, the Company has not restated the segment information previously reported for 2005 and 2004 because of
the non materiality of the reclassification.
For information, as of January 1, 2005, the Netherlands’ disability portfolio which was previously reported under the Life
& Savings segment is now reported under the Property & Casualty segment.
F-276
32.9. Separate accounts assets and liabilities
In AXA’s consolidated financial statements prepared in accordance with IFRS, unit-linked funds whereby the
policyholders’ benefits are determined wholly or partly in reference to specific invested assets or to an investment-
related index are referred to as either business with financial risk borne by the policyholders or unit-linked business. The
assets and liabilities of this business are reported in separate lines of AXA’s consolidated balance sheet.
Upon the adoption of SOP03-1 “Accounting and Reporting by Insurance Enterprises for Certain Non-traditional Long-
Duration Contracts and for Separate Accounts” effective from January 1, 2004, specific criteria must be met in order
for assets and liabilities to be treated as qualifying separate accounts with separate lines in AXA’s consolidated balance
sheet. In addition, any general account interest in the separate account can no longer be included in separate accounts
but should rather be reported along with all other general account invested assets.
The U.S. GAAP reclassifications for assets and liabilities with financial risk borne by the policyholders that do not qualify
as separate accounts under SOP 03-1 have the following effects on AXA’s consolidated assets and liabilities:
(in Euro million)
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Separate account assets as reported under IFRS | 176,562 | 141,410 | 112,387 | ||||
Reclassification to general account for U.S. GAAP reporting purposes | |||||||
Other investments | (85,378) | (61,668) | (50,296) | ||||
Real estate investments | (3,366) | (2,697) | (1,881) | ||||
Cash | (7,500) | (5,498) | (4,651) | ||||
Other assets | (152) | (948) | (807) | ||||
Separate account assets as reported under U.S. GAAP | 80,167 | 70,599 | 54,752 | ||||
(in Euro million) | |||||||
December 31, 2006 | December 31, 2005 | December 31, 2004 | |||||
Separate account liabilities as reported under IFRS | 176,657 | 141,437 | 112,705 | ||||
Reclassification to general account for U.S. GAAP reporting purposes | (96,490) | (70,487) | (58,044) | ||||
Separate account liabilities as reported under U.S. GAAP | 80,167 | 70,949 | 54,662 |
F-277
The most significant countries where contracts with financial risk borne by the policyholders do not qualify as “separate
accounts” as defined by SOP 03-1 under U.S. GAAP are France (for an asset amount of€27.6 billion as at December 31,
2006,€23.7 billion as at December 31, 2005 and€19.7 billion at year-end 2004), and the United Kingdom (for an
asset amount of€62.2 billion at December 31, 2006,€42.7 billion as at December 31, 2005 and€34.2 billion at year-
end 2004).
The most significant contributor to the “separate account” assets and liabilities as defined under U.S. GAAP at
December 31, 2006 was the United States for an amount of€67.2 billion (€63.1 billion as at December 31, 2005, and
€48.8 billion at year-end 2004).
The impact of Winterthur consolidation on U.S. GAAP qualifying “separate account” assets was€3,871 million.
32.10. Guarantees
The accounting for guarantees given under U.S. GAAP currently depends on whether or not the guarantee was given
before January 1, 2003 because of the adoption of FIN 45.
Guarantees totaled€5,677 million and consisted mainly of:
- Contracts contingently requiring the guarantor to make payments (in cash or financial instruments) for€508 million
(all existing on or before January 1, 2003).
- Indemnification agreements for€2,874 million (€2,012 million new or modified after January 1, 2003 with a nil fair
value, and€861 million existing on or before January 1, 2003).
- Guarantees of another’s performance for€2,075 million (all new or modified after January 1, 2003, with a€5 million
fair value), which notably included€1,920 million of performance guarantee granted by AXA Banque to funds
managed by AXA IM.
For additional information on guarantees, see note 28 “Contingents assets and liabilities and unrecognized contractual
commitments”.
F-278
32.11. Purchase GAAP Winterthur U.S. GAAP
Winterthur group’s estimated U.S. GAAP revenues from insurance operations
and consolidated net income for 2006 and 2005
Estimates of 2006 and 2005 revenues and consolidated net income for the acquired Winterthur assume the acquisition
took place on January 1, 2005.
- Estimated 2006 and 2005 U.S. GAAP revenues from insurance operations totaled€13,020 million and
€12,254 million, respectively (excluding Winterthur’s United States Property & Casualty subsidiary).
- Estimated 2006 and 2005 U.S. GAAP net income totaled€530 million and€321 million respectively, including some
non-recurring items (sale of the healthcare and Weaver portfolios, one-off increase in technical liabilities booked by
Winterthur in 2006, one-off tax gains or losses etc.).
These figures are estimates based on U.S. GAAP financial statements prepared by the previous owner. This information
is not necessarily indicative of the results that could have been achieved within the AXA Group if the acquisition had
actually taken place on January 1, 2005. In particular, the information does not factor in any synergies, nor does it
provide an indication of future results.
The retrospective computation of Winterthur’s consolidated net income takes into account:
- the exclusion of net income from the United States Property & Casualty business that is held for sale, and
- entries relating to the amortization of purchase GAAP items, including in particular the cancellation of almost all net
gains and losses realized during the period and amortization of newly generated intangible assets.
Other entities acquired during the period would not have had a material impact on AXA’s consolidated revenues or net
income.
F-279
Schedule
AXA (Parent Company)
CONDENSED BALANCE SHEET | (In Euro million) | ||||||
2006 | 2005 | 2004 | |||||
ASSETS | |||||||
Intangible assets | 322 | 324 | – | ||||
Investment in subsidiaries | 46,756 | 37,428 | 37,476 | ||||
Real estate | 2 | 9 | 3 | ||||
Invested assets | 3,784 | 2,601 | 3,081 | ||||
Total Investments | 50,864 | 40,362 | 40,560 | ||||
Cash and cash equivalents | 317 | 320 | 1,008 | ||||
Other assets | 526 | 839 | 736 | ||||
Total assets | 51,707 | 41,521 | 42,304 | ||||
LIABILITIES | |||||||
Short term and long term debt | 5,028 | 2,522 | 2,155 | ||||
Liabilities | 1,720 | 1,833 | 2,000 | ||||
Total liabilities | 6,748 | 4,355 | 4,155 | ||||
Subordinated debt | 12,800 | 9,106 | 9,131 | ||||
Shareholders’ Equity | |||||||
Capital | 4,793 | 4,286 | 4,370 | ||||
Capital in excess of nominal value | 18,088 | 14,293 | 15,348 | ||||
Retained earnings and reserves | 9,278 | 9,481 | 9,300 | ||||
Shareholders’ equity | 32,159 | 28,060 | 29,018 | ||||
Total liabilities, bonds mandatorily convertible into ordinary shares and shareholders’ equity | 51,707 | 41,521 | 42,304 |
S-1
Schedule
AXA (Parent Company)
CONDENSED STATEMENTS OF INCOME | (In Euro million) | ||||||
2006 | 2005 | 2004 | |||||
Dividends received from subsidiaries | 1,581 | 1,420 | 970 | ||||
Net investments result | 94 | (702) | (310) | ||||
Total revenues | 1,675 | 718 | 660 | ||||
Operating costs and expenses | (197) | (204) | (171) | ||||
Income before income tax | 1,478 | 514 | 489 | ||||
Income tax benefit (expense) | (45) | 623 | 30 | ||||
Net income | 1,433 | 1,137 | 519 |
S-2
Schedule
AXA (Parent Company)
CONDENSED STATEMENT OF CASH FLOWS | (In Euro million) | ||||||
2006 | 2005 | 2004 | |||||
Net income | 1,433 | 1,137 | 519 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
– Net realized investment losses (gains) | (39) | 10 | 12 | ||||
– Loss on bonds buy back | n/a | 236 | n/a | ||||
– Change in income taxes liabilities (net) | 368 | 214 | 59 | ||||
– Changes in others assets and liabilities | (203) | (323) | 29 | ||||
Net cash provided by operating activities | 1,559 | 1,274 | 619 | ||||
Cash flows from investing activities: | |||||||
– Maturities and sales of investments | 1,981 | 2,369 | 1,475 | ||||
– Purchase of investments | (1) | (11) | (29) | ||||
– Investments in subsidiaries | (12,446) | (1,760) | (2,883) | ||||
Net cash used in investing activities | (10,466) | 598 | (1,437) | ||||
Cash flows from financing activities: | |||||||
– Additions to debt | 7,074 | 1,075 | 1,051 | ||||
– Repayment of debt | (835) | (1 033) | (666) | ||||
– Issuance of ordinary shares | 4,605 | 356 | 266 | ||||
– Decrease in shareholders' equity | (305) | (1,794) | – | ||||
– Dividends | (1,635) | (1,164) | (676) | ||||
Net cash provided by financing activities | 8,904 | (2,560) | (25) | ||||
Change in cash and cash equivalents | (3) | (688) | (843) | ||||
Cash and cash equivalents, beginning of year | 320 | 1,008 | 1,851 | ||||
Cash and cash equivalents, at year-end | 317 | 320 | 1,008 |
S-3
Schedule
AXA (Parent Company)
Notes to Parent Company Condensed Financial Statements
1. Financial Statement Policies and Changes in Presentation
These parent company condensed financial statements of AXA (the Company), a French société anonyme à Directoire
et Conseil de Surveillance should be read in conjunction with AXA’s consolidated financial statements and the notes
thereto prepared in accordance with IFRS and reconciled to U.S. GAAP, which are included in Item 18 of this annual
report.
In France, parent company financial statements are prepared using a French statutory basis of accounting, which uses
the cost method of accounting for investments.
2. Long-term Debt and Other Obligations
At December 31, 2006, 2005 and 2004, long-term debt and borrowings amounted to€4,932 million,€2,431 million
and€2,008 million, respectively. At December 31, 2006 aggregate maturities of long-term debt and borrowings based
on required payments at maturity for 2006, the following four years and thereafter are€2,965 million in 2007,
€15 million in 2008,€75 million in 2009,€255 million in 2010,€1,622 million in 2011 and thereafter.
Information relating to the financing debt (including terms of redemption by the issuer and share conversion) is provided
in note 16 to AXA’s consolidated financial statements.
3. Material Differences Between French GAAP, IFRS and U.S. GAAP
The parent company condensed financial statements for the Company are prepared in accordance with generally
accepted accounting principles in France. These accounting principles differ in certain material respects from
accounting principles generally accepted in the United States of America.
The main difference between French statutory GAAP and IFRS (on a consolidated basis) as well as U.S GAAP (at the
parent company level) relates to the accounting for equity investments in which the Company has significant influence.
Under the French statutory basis of accounting, the cost method of accounting is used, whereas, under IFRS (on a
consolidated basis) and U.S. GAAP (parent company level), the equity method of accounting is used. Other differences
between IFRS and U.S. GAAP are described in notes 31 and 32 to AXA’ s consolidated financial statements included
in Item 18 of this annual report.
S-4
4. Guarantees
The guarantees given by AXA, the Company, were€7,317 million as at December 31, 2006 and consisted mainly of
guarantees given to entities from the Group (€4,534 million), and redemption premium on subordinated convertible
bonds for€873 million.
The guarantees received by AXA, the Company, were at December 31, 2006 amounted to€6,998 million. It concerned
chiefly credit lines from banks.
Guarantees were described in note 27 “Related party transactions” and note 28 “Contingent assets and liabilities and
unrecognized contractual commitments” included in Item 18 of this annual report.
NET INCOME | (In Euro million) | ||||||
2006 | 2005(a) | 2004(a) | |||||
Net income in accordance with French GAAP (statutory basis) | 1,433 | 1,137 | 519 | ||||
Dividends from subsidiaries | (1,574) | (1,420) | (970) | ||||
Contribution of consolidated subsidiaries under equity method | 5,669 | 4,493 | 3,724 | ||||
Other adjustments | (443) | 108 | 520 | ||||
Total adjustments | 3,652 | 3,181 | 3,274 | ||||
Net income in accordance with IFRS (consolidated basis) | 5,085 | 4,318 | 3,793 | ||||
U.S. GAAP adjustments | (756) | 914 | (558) | ||||
Net income in accordance with U.S. GAAP | 4,330 | 5,232 | 3,235 |
(a) Including TSDI reclassification.
SHAREHOLDERS’ EQUITY | (In Euro million) | ||||||
2006 | 2005(a) | 2004(a) | |||||
Shareholders’ equity in accordance with French GAAP (statutory basis) | 32,159 | 28,060 | 29,018 | ||||
Equity method adjustments | 15,067 | 8,465 | 2,553 | ||||
Shareholders’ equity in accordance with IFRS (consolidated basis) | 47,226 | 36,525 | 31,571 | ||||
U.S. GAAP adjustements | (6,302) | (422) | (1,140) | ||||
Shareholders’ equity in accordance with U.S. GAAP (consolidated basis) | 40,924 | 36,103 | 30,431 |
(a) Including TSDI reclassification.
S-5
Item 19
The following is a list of the exhibits filed with this annual report or incorporated herein by reference:
1. (a) “Statuts” of the Company
(b) “Reglement Interieur” of the Company.
2. Amended and Restated Deposit Agreement, dated as of April 27, 2001, among AXA, The Bank of New York and
all owners from time to time of American Depositary Receipts issued thereunder, filed as Exhibit 3A to the
Registration Statement on Form F-6 filed on April 18, 2001 (registration number no. 333-13376) and incorporated
herein by reference.
3. Voting Trust Agreement, as amended, dated as of January 22, 1997, filed as Exhibit 9.2 to the Company’s
Registration Statement on Form F-4 filed on November 21, 2000 (registration no. 333-50438) and incorporated
herein by reference.
4. (a) Merger Agreement, dated as of June 29, 2005, between AXA and FINAXA, filed as Exhibit 4(a) to the Company’s
Annual Report on Form 20-F filed on June 29, 2006 and incorporated herein by reference.
(b) Employment Agreement, dated May 11, 2001, between Christopher M. Condron, and AXA Financial, Inc., filed
as exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2001, filed on
August 13, 2001 and incorporated herein by reference.
8.List of the Company’s consolidated subsidiaries at December 31, 2006 is provided in note 2 to the consolidated
financial statements included as Item 18 in this Annual Report.
10.(a) Consent of Independent Accountants.
12. (a) Certification required of the Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Certification required of the Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
13. (a) Certification required of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Certification required of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
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Signatures
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.
AXA | ||
/s/ | Denis Duverne | |
Denis Duverne |
Date: June 28, 2007
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