6-K 1 dref07.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16
OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT JUNE 14th, 2007

Commission File Number: 1-14410

AXA
 (Translation of Registrant’s name into English)
   

25, avenue Matignon - 75008 Paris - France
(Address of registrant’s principal executive offices)
   

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F [X]         Form 40-F [  ]
   
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.
 
Yes [  ]          No [X]
   
If "yes" is marked, indicate below this file number assigned to the registrant in connection with Rule 12g3-2 (b): N/A
 

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    AXA
    (REGISTRANT)
  By: /s/ DENIS DUVERNE
     
    Name : Denis Duverne
    Title : Chief Financial Officer and
       Member of the Management Board
     
Date: June 14th, 2007    


EXHIBIT INDEX

EXHIBITS   DESCRIPTION



1.   Free Translation of AXA's French Document de Reference for the year ended December 31, 2006 filed with the AMF (the French stock exchange regulatory authority) on April 20th, 2007.






HISTORY

AND DEVELOPMENT

AXA1 originated from several French regional
mutual insurance companies, known collectively
as “les Mutuelles Unies”.

In 1982, les Mutuelles Unies took control of
Groupe Drouot and following this transaction
the new Group began operating under the name
of AXA.

In 1986, AXA acquired Groupe Présence.

In 1988, AXA transferred its insurance businesses
to Compagnie du Midi and operated under the
name of AXA Midi, which subsequently reverted
back to the AXA name. Two years later, the
French insurance operations were reorganized
to operate by distribution channel.

In 1992, AXA took control of Equitable
Companies Incorporated following the
demutualization of Equitable Life. The Equitable
Companies Incorporated changed its name in
1999 to AXA Financial, Inc. (“AXA Financial”).

In 1995, AXA acquired a majority ownership
interest in National Mutual Holdings following its
demutualization. National Mutual Holdings
changed its name to AXA Asia Pacific Holdings
Ltd.

In 1997, AXA merged with Compagnie UAP. This
transaction enabled AXA to significantly
increase its size and reinforce its strategic
positions, especially in Europe.

In 1998, AXA purchased the minority interests of
AXA Royale Belge and,
in 1999, acquired

 

Guardian Royal Exchange in Great Britain
through its subsidiary Sun Life & Provincial
Holdings (“SLPH”). The Guardian Royal
Exchange acquisition allowed AXA to further
establish its positions in both the United
Kingdom and Germany.

In 2000, AXA acquired a majority ownership
interest in “Nippon Dantaï Life Insurance
Company”, resulting in a new company called
“AXA Nichidan” (which became in 2001 “AXA
Life Insurance Co.”). In addition, in July 2000,
AXA increased its interest in SLPH from 56.3%
to 100%. In August 2000, AXA sold its interest
in Donaldson Lufkin & Jenrette to Credit Suisse
Group. In October 2000, Alliance Capital, a
subsidiary of AXA Financial, acquired the U.S.
asset management company Sanford C.
Bernstein giving rise to a Company named
“AllianceBernstein”. In December 2000,
AXA acquired the remaining minority interests in
AXA Financial, which is now a 100% owned
subsidiary of AXA.

In 2001 and 2002, AXA acquired two financial
advisory networks in Australia, Sterling Grace
and Ipac Securities, as well as a banking
platform in France, Banque Directe. AXA also
continued to streamline its portfolio of
businesses, selling its health business in
Australia and insurance operations in Austria
and Hungary, and reorganizing its reinsurance
business. In 2002, the Group sold its bank and
insurance businesses in Chile.

In 2003, AXA sold all its activities in Argentina
and Brazil.

(1) In this annual report:

– the “Company” refers to the holding company AXA, organized under the laws of France,
– “AXA” refers to the Company and its direct and indirect subsidiaries.


In 2004, AXA purchased the American group
MONY; this operation allowed AXA to reinforce
by approximately 25% the capacity of
distribution of AXA Life activities in the United
States. In addition, AXA sold its insurance
activities in Uruguay (AXA Seguros Uruguay)
thereby finalizing its disengagement from South
America; it also disposed of its broking activities
(Unirobe) and its activity of health insurance in
the Netherlands, and finally its activity of loan on
real property in Germany (AXA Bausparkasse
AG).

In December 2005, AXA and Finaxa shareholders’
meetings voted in favour of the merger of
FINAXA into AXA. Finaxa was a holding
company listed on the Paris Stock Exchange
and its main subsidiary was AXA. It also owned
the “AXA” brand. This merger resulted in a
simplification of AXA’s shareholder structure and
in an increase in the proportion of publicly
traded shares. In addition, AXA obtained
ownership of the “AXA” brand.

 

In 2006, AXA acquired the Winterthur Group,
which is active in 17 countries and serves
13 million clients worldwide. This operation
gives AXA the opportunity to strengthen its
leading position on the European market and to
increase its presence in high growth markets,
such as Eastern Europe and Asia.

AXA also acquired “Citadel” in Canada,
Thinc Destini in the United Kingdom, and
MLC Hong Kong and Indonesia via her
subsidiary company AXA Asia Pacific Holdings.

In December 2006, AXA completed the sale of
AXA RE’s business to Paris Re Holdings and has
taken a 3.4% stake in Paris Re Holdings, a
newly created company sponsored by a
consortium of international investors led by
Stone Point Capital.




AXA STOCK PRICE

AXA stock is listed on the Eurolist by Euronext, Euroclear France code: 12062 and, since June 25, 1996, on the New York stock exchange   under American Depositary Shares (ADS)
representing one AXA stock.

AXA and AXA ADS stocks transactions since 20 months (Paris and New York)

    PARIS BOURSE
    Volume   Price per Share in euros
    (in thousand)   High (a)   Low (a)  
2005                
July   164,535     22.46   19.50  
August   139,440     22.68   20.62  
September   140,026     22.51   20.86  
October   172,569     23.72   21.83  
November   186,912     25.60   23.57  
December   152,993     27.54   25.16  
2006                
January   199,181     28.02   25.15  
February   128,618     30.05   26.75  
March   186,445     29.66   27.69  
April   154,476     28.93   26.81  
May   353,269     30.08   25.70  
June   337,359     26.96   23.00  
July   181,390     27.10   23.92  
August   176,189     29.34   26.66  
September   161,123     29.62   28.03  
October   167,496     31.26   28.78  
November   166,960     30.88   28.50  
December   152,444     30.91   28.06  
2007                
January   203,125     33.31   30.89  
February   174,034     34.48   31.96  
(a) Intraday share price. 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 adjusted on the basis of the theoretical value of the right (see Euronext notice n° 2006-1719 published on June 16, 2006).

Shares created since January 1, 2007 by
exercise of convertible bonds or subscription
options are listed “au comptant” on the Eurolist
  until they are assimilated after the payment of
the 2006 dividend planned on May 21, 2007.

 

    NEW YORK STOCK EXCHANGE
    Volume   Price per ADS in US$
    (in thousand)   High   Low  
2005                
July   5,098     27.69   24.51  
August   7,805     28.77   26.07  
September   6,395     27.93   26.03  
October   6,732     29.03   26.70  
November   7,823     30.71   28.21  
December   6,572     33.35   30.34  
2006                
January   10,184     34.70   31.40  
February   6,807     35.86   32.72  
March   10,158     35.96   33.79  
April   6,467     36.95   33.47  
May   9,636     38.76   33.72  
June   9,496     35.25   29.81  
July   5,935     34.55   30.36  
August   8,227     37.49   33.99  
September   6,906     37.80   35.69  
October   7,056     39.05   36.72  
November   5,168     39.55   37.51  
December   6,004     40.70   37.32  
2007                
January   10,602     43.00   40.41  
February   9,512     45.39   41.79  



  Net income Group Share
(in Euro million)
         
      2006   2005
Restated
(c)
  2005
Published
  2004
Restated
(c)
  2004
Published
 
  Underlying earnings (a)   4,010   3,337   3,258   2,730   2,637  
  Net capital gains attributable to shareholders
net of income tax
  1,130   944   850   679   705  
  Adjusted earnings (a)   5,140   4,281   4,108   3,409   3,342  
  Profit or loss on financial assets
(under FV options) & derivatives
  (226)   122   149   416   428  
  Exceptional operations
(including discontinued operations)
  196   (72)   (72)   10   10  
  Goodwill and other related intangibles
impacts
  (24)   (13)   (13)   (41)   (41)  
  Net income Group Share   5,085   4,318   4,173   3,793   3,738  
                           
 

(a)  Underlying earnings correspond to adjusted earnings excluding net realized capital gains attributable to shareholders.
Net realized gains or losses attributable to shareholders include:
– realized gains and losses (on assets not designated under fair value option or trading assets) and change in impairment
valuation allowance,
– related impact on policyholder participation net of tax (Life business),
– DAC and VBI amortization or other reactivity to those elements if any (Life business).
Adjusted earnings represent the net income (group share) before:
– The impact of exceptional operations (primarily change in scope, including restructuring costs related to a newly acquired
company during the considered accounting period).
– Goodwill and other related intangible impacts, and
– Profit and loss on financial assets accounted for under fair value option (excluding assets backing contract liabilities for which the financial risk is borne by the policyholder) and derivatives related to invested assets (including all impacts of foreign exchange in particular the ones related to currency options in earnings hedging strategies, but excluding derivatives related to insurance contracts evaluated according to the “selective unlocking “accounting policy”).
(b)  On a constant change basis.
(c)  Restated means: (i) transfer of the forex impact from adjusted earnings to net income, and (ii) 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.

 

 


* On a comparable basis.
(a) Please refer to (a) in prior page.
(b) Calculated according to the principles of European Embedded Value (EEV). The methodology applied for the calculation of the EEV is based on a “bottom up market consistent” approach for a better
evaluation of the risk. Please refer to page 455 for further details.
(c) Total return on Life & Savings EEV.
(d) Dividende net / Adjusted earnings.
(e) To be proposed at the May 14, 2007 Shareholders’ Meeting.
(f) Exlcuding treasury shares which are not considered as outstanding shares under IFRS.
(g) Restated means: (i) transfer of the forex impact from adjusted earnings to net income, and (ii) 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.


 

(g) Please refer to (g) in prior page.
(h) Excluding unrealized gains on AllianceBernstein.
(i) Personnel of non-consolidated companies accounted for using the equity method are not included in the above graph. Personnel of companies proportionally consolidated are included, pro-rata, in
accordance with the percentage of consolidation. Please refer to page 462 for further details.
(j) Number of ordinary share outstanding * Share price as at December 31.


RATINGS

        Agency    
Insurer Financial Strength Ratings            
The Company’s principal insurance subsidiaries       Standard & Poor’s    
        Moody’s    
        Fitch Ratings    
Ratings of the Company’s Long Term and Short Term Debt            
Senior Debt       Standard & Poor’s    
        Moody’s    
        Fitch Ratings    
Short Term Debt       Standard & Poor’s    
        Moody’s    
        Fitch Ratings    

Date   Rating   Outlook  
26/01/2007   AA-   Stable  
11/09/2006   Aa3   Stable  
22/12/2006   AA   Stable  
           
26/01/2007   A      
11/09/2006   A2      
22/12/2006   A+      
26/01/2007   A-1      
11/09/2006   P-1      
22/12/2006   F-1      


CORPORATE

GOVERNANCE

Implementing sound corporate governance
principles has been a priority at AXA for many
years. Because its stock is publicly traded on
the New York Stock Exchange, 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 rules of 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 1st, 2003.

Governance Structure:
Management Board and
Supervisory Board

A Management Board and a Supervisory Board
have governed AXA since 1997. This form of
corporate governance, which separates the
powers of management from those of
supervision, is considered to offer one of the
most balanced frameworks for exercising
corporate power.

An Executive Committee assists the
Management Board in the performance of its
duties. In addition, the Supervisory Board has
established four special-purpose Committees.

Supervisory Board
The developments below on the “Supervisory
Board” and “Supervisory Board Committees”
correspond to the first part of the Supervisory
Board Chairman’s Report on the conditions
under which the Board’s work is prepared and
organized, which was prepared in accordance
with the French Financial Security Act of

 

August 1st, 2003. The second part, which
concerns internal control procedures, follows
this section on Corporate Governance.

Role and powers The Supervisory Board oversees the
management of the Company and reports
to the shareholders. The Supervisory Board
appoints and dismisses the Chairman and
members of the Management Board and
supervises executive management of the
Company.

Article 12 of the Company’s Bylaws, and the Supervisory Board’s own 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 consent 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 setting up of any stock option plans or the
   granting of any free allotments of shares for
   employees of the Company, as well as for
   employees and officers of related parties, as
   well as the granting of stock options or free
   allotments of 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;

– interim and final dividend payment dates.


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 third or fourth quartile
of the going market rate.

The compensation of Management Board
members is fixed by the Supervisory Board,
based on the Compensation Committee’s
recommendation.

Operating procedures and activity
The guidelines governing the operation,
organization and compensation of the
Supervisory Board and its Committees are
contained in its Rules of Procedures.

The Supervisory Board meets at least five times
a year.

In 2006, the Supervisory Board met 8 times, of
which one meeting was an entire day devoted to
examination of the Group strategy, and the
overall attendance rate was 84%.

Its 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;

– reports on Committee meetings that have been
held since the last Supervisory    Board meeting.

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...).

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. 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.

Members of the Supervisory Board are required
to own at least the number of shares called for
in the Bylaws of the Company (100 shares). In
addition, to ensure that their interests and those
of the Group are aligned, members of the
Supervisory Board are required to own shares in
the Company, the value of which must be at
least equal to the amount of 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 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, 10 out of the
14 Supervisory Board members met the
independence criteria based on the
recommendations of the Bouton Report:
Messrs Léo Apotheker, Jacques de Chateauvieux,
David Dautresme, Norbert Dentressangle,
Anthony Hamilton, Henri Hottinguer,

 

Henri Lachmann, Gérard Mestrallet,
Mrs Dominique Reiniche and Mr. Ezra Suleiman.

At the date of this Report, the Supervisory
Board has taken the required measures to
ensure that all the members of the Audit
Committee would meet the independence
criteria set forth in the Sarbanes-Oxley Act.

In the following pages of the document, in the
absence of precision, the notion of
independence will be 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   AXA 25, avenue Matignon 75008 Paris   June 1988 /
2008 AGM
 
Jean-René Fourtou (67)
(Vice-Chairman of the Supervisory Board)
  Chairman of the Supervisory Board of Vivendi   Vivendi 42, avenue de Friedland 75008 Paris   April 1990 /
2007 AGM
 
Léo Apotheker (53) (1)
(Member of the Supervisory Board)
  President Customer Solutions & Operations,
Member of the Executive Committee of SAP AG.
  SAP 141, bd Haussmann 75008 Paris   February 2005 /
2007 AGM
 
David Dautresme (73) (1)
(Member of the Supervisory Board)
  Senior Advisor, Lazard Frères.   Lazard Frères
121, bd Haussmann
75008 Paris
  April 1990 /
2007 AGM
 
Norbert Dentressangle (52) (1) (2)
(Member of the Supervisory Board)
  Chairman and Chief Executive Officer of Financière Norbert Dentressangle   Groupe Norbert Dentressangle
Beausemblant – BP 98
26241 Saint-Vallier-sur-Rhône
Cedex
  May 2006 /
2010 AGM
 
Jacques de Chateauvieux (56) (1)
(Member of the Supervisory Board)
  Chairman and Chief Executive Officer of BOURBON   BOURBON 33, rue du Louvre 75002 Paris   April 2005 /
2009 AGM
 
Anthony Hamilton (65) (1)
(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 AGM
 
Henri Hottinguer (72) (1)
(Member of the Supervisory Board)
  Chairman and Chief Executive Officer of Sofibus   Financière Hottinguer
43, rue Taitbout
75009 Paris
  June 1988 /
2007 AGM
 
Henri Lachmann (68) (1)
(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 AGM
 
Gérard Mestrallet (58) (1)
(Member of the Supervisory Board)
  Chairman and Chief Executive Officer of Suez   Suez 16, rue de la Ville-l’Evêque 75008 Paris   January 1997 /
2007 AGM
 
(1) Independent.
(2) Appointed by the shareholders on May 4, 2006.
 

 

Name (age) and
(Office presently held)
  Principal occupation
(as of December 31, 2006)
  Principal business
address
  First
appointment /
term of office
 
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 AGM
 
Mrs Dominique Reiniche (51) (1)
(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 AGM
 
Ezra Suleiman (65 ) (1)
(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
USA
  April 2003 /
2007 AGM
 
Jacques Tabourot (61)
(Member of the Supervisory Board,
representing the employee shareholders)
  Member of the Supervisory Board,
representing the employee shareholders
  AXA 25, avenue Matignon 75008 Paris   April 2004 /
2008 AGM
 
(1) Independent.  

 

In addition, Mr. Jean-Martin Folz (60) is
expected to be 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. He was
Chairman of the PSA Peugeot Citroën Group
from October 1997 to February 2007. He is
currently director of different companies.

Mr. Giuseppe Mussari (44) is also expected to
be 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. His mandates include
Chairman of the Board of Banca Monte dei
Paschi di Siena (BMPS) and director of
Sansedoni S.p.A.

Messrs Jean-René Fourtou, Léo Apotheker,
Gérard Mestrallet and Ezra Suleiman are
expected to be re-elected for a 4-year term at
the Annual General Meeting of May 14, 2007.


Positions held by members of the Supervisory Board over the last 5 years

 
Name Present principal occupation
or employment
  First appointment   Term of office   2006  
               
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 Vivendi
Non 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 Supervisory

Board:
Sanofi-Aventis,

Cap Gemini, AXA Millésimes (SAS),
Maroc Telecom (Morocco),
NBC Universal Inc. (United States) and Nestlé (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 AG Director or member of the Supervisory Board: AXA, SAP America, Inc. (United States),
SAP Global Marketing Inc. (United States),
SAP Asia Pte. Ltd (Singapore),
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
         
             
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 (SAS)
Chief Executive Officer: SOFADE (SAS)
Director or member of the Supervisory
Board:
AXA, SEB, SOGEBAIL, FINAIXAM Permanent Representative: Financière Norbert Dentressangle to
the Board of Financière Egnatia
         
         

2005   2004   2003   2002  
Chairman of the Supervisory Board:   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:  
AXA   AXA   AXA   AXA  
Director:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
AXA Assurances IARD Mutuelle,   FINAXA   FINAXA   FINAXA  
AXA Assurances Vie Mutuelle,   Director:   Director:   Director:  
AXA Courtage Assurance Mutuelle,   AXA Assurances IARD Mutuelle,   AXA Assurances IARD Mutuelle,   AXA Assurances IARD Mutuelle,  
BNP Paribas and Vivendi Universal   AXA Assurances Vie Mutuelle,   AXA Assurances Vie Mutuelle,   AXA Assurances Vie Mutuelle,  
Non-voting member of the Board:   AXA Courtage Assurance Mutuelle,   AXA Courtage Assurance Mutuelle,   AXA Courtage Assurance Mutuelle,  
Schneider Electric   BNP Paribas and Vivendi Universal   BNP Paribas and Vivendi Universal   Schneider Electric, BNP Paribas and  
    Non-voting member of the Board:
Schneider Electric
      Vivendi Universal  
Vice-Chairman of the Supervisory   Vice-Chairman of the Supervisory   Vice-Chairman of the Supervisory   Vice-Chairman of the Supervisory  
Board: AXA   Board: AXA   Board: AXA   Board: AXA  
Chairman of the Supervisory Board:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
Vivendi Universal and Groupe Canal+   Vivendi Universal   Vivendi Universal   Vivendi Universal  
Director or member of the Supervisory   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:  
Board or member of the Management   Groupe Canal+   Groupe Canal+   Vivendi Environnement and Groupe Canal+  
Committee:   Director: Sanofi-Aventis and   Director: Aventis and   Vice-Chairman of the Management  
Maroc Telecom (Morocco),   Cap Gemini   Cap Gemini   Board: AXA Assurances IARD Mutuelle,  
NBC Universal Inc. (USA),           AXA Assurances Vie Mutuelle,  
Sanofi-Aventis, Cap Gemini           AXA Courtage Assurance Mutuelle Chief Executive Officer: USI Entertainment Inc. (United States)
Director: Aventis, Cap Gemini,
EADS (The Netherlands),
USA Interactive (United States)
 
President Customer Solutions &   Chairman, Global Field Operations:   Chairman, Global Field Operations:   Chairman, Global Field Operations:  
Operations, Member of the Executive   SAP   SAP   SAP  
Committee: SAP AG   Director:   Director:   Director:  
Directors:   SAP America, Inc. (United States),   SAP FRANCE S.A., S.A.P. ITALIA Sistemi,   SAP Systems Integration AG (Germany),  
SAP America, Inc. (United States),   SAP Global Marketing Inc. (United States),   applicazioni, prodotti in data processing   SAP FRANCE S.A.,  
SAP Global Marketing Inc. (United States),   SAP Asia Pte. Ltd (Singapore),   s.p.a. (Italy), SAP Hellas Systems   SAP Finland Oy (Finland),  
SAP Asia Pte. Ltd (Singapore),   SAP JAPAN Co., Ltd (Japan),   Application and Data Processing S.A.   SAP Svenska Aktiebolag (Sweden),  
SAP JAPAN Co., Ltd (Japan),   SAP FRANCE S.A., S.A.P. ITALIA Sistemi,   (Greece), SAP America, Inc. (United States),   S.A.P. ITALIA Sistemi, applicazioni  
SAP FRANCE S.A., S.A.P. ITALIA Sistemi,   applicazioni, prodotti in data processing   SAP JAPAN Co., Ltd (Japan),   prodotti in data processing s.p.a. (Italy),  
applicazioni, prodotti in data processing   s.p.a. (Italy), SAP Hellas Systems   SAP Manage Ltd (Israel),   SAP Hellas Systems Application  
s.p.a. (Italy), SAP Hellas “Systems   Application and Data Processing S.A.   SAP Global Marketing Inc. (United States)   and Data Processing S.A. (Greece),  
Application and Data Processing S.A.”   (Greece), SAP (Beijing) Software       SAP America, Inc. (United States),  
(Greece), SAP (Beijing) Software   System Co., Ltd (China),       SAP JAPAN Co., Ltd (Japan),  
System Co., Ltd (China), Ginger S.A.   Enigma Inc. (United States)       SAP Danmark A/S (Denmark),
SAP Manage Ltd (Israel)
 
Senior Advisor: Lazard Frères   Senior Advisor: Lazard Frères   Senior Advisor: Lazard Frères   Senior Advisor: Lazard Frères  
Managing Partner: DD Finance   Managing Partner: DD Finance   Managing Partner: DD Finance   Director:  
Chairman of the Supervisory Board:   Chairman of the Supervisory Board:   Chairman:   Parande Développement (Groupe Euris)  
Club Méditerranée   Club Méditerranée   Montech Expansion (United States)   Director: Lazard Frères Banque,  
Director: Casino, Fimalac   Director: Casino, Fimalac   Director: Club Méditerranée, Casino,   Club Méditerrannée, Casino,  
Non-voting member of the Board:   Non-voting member of the Board:   Rue Impériale, Fimalac   Rue Impériale  
EURAZEO   Groupe Go Sport, Lazard Frères Banque,   Non-voting member of the Board:   Non-voting member of the Board:  
    EURAZEO   Groupe Go Sport, Lazard Frères Banque   Groupe Go Sport  
Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
Financière Norbert Dentressangle   Financière Norbert Dentressangle   Financière Norbert Dentressangle   Financière Norbert Dentressangle  
Chairman of the Supervisory Board:   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:  
Groupe Norbert Dentressangle, FINAIXAM   Groupe Norbert Dentressangle, FINAIXAM   Groupe Norbert Dentressangle, FINAIXAM   Groupe Norbert Dentressangle, FINAIXAM  
Chief Executive Officer: Sofade (SAS)   Chief Executive Officer: Sofade (SAS)   Chief Executive Officer: Sofade (SAS)   Chief Executive Officer: Sofade (SAS)  
Director or member of the Supervisory   Director or member of the Supervisory   Director or member of the Supervisory   Director or member of the Supervisory  
Board:   Board:   Board:   Board:  
SEB, Sogebail, Emin-Leydier (SAS),   SEB, Sogebail, Emin-Leydier (SAS),   SEB, Sogebail, Emin-Leydier (SAS),   SEB, Sogebail, Emin-Leydier (SAS),  
Siparex Croissance, Egnatia,   Siparex Croissance, Egnatia,   Siparex Croissance, Egnatia,   Siparex Croissance, Egnatia,  
Michaux Gestion SA, Lafuma,   Michaux Gestion SA, Lafuma,   Michaux Gestion SA, Lafuma,   Michaux Gestion SA, Lafuma,  
Société Nouvelle d’Alimentation   Société Nouvelle d’Alimentation   Société Nouvelle d’Alimentation   Société Nouvelle d’Alimentation  
Philippe Potin - SNAPP   Philippe Potin - SNAPP   Philippe Potin - SNAPP   Philippe Potin - SNAPP  
Permanent Representative:   Permanent Representative:   Permanent Representative:   Permanent Representative:  
Financière Norbert Dentressangle to   Financière Norbert Dentressangle to   Financière Norbert Dentressangle to   Financière Norbert Dentressangle to  
the board of Financière Egnatia and   the board of Financière Egnatia and   the board of Financière Egnatia and   the board of Financière Egnatia and  
to the board of Via Location   to the board of Via Location   to the board of Via Location   to the board of Via Location  

Name Present principal occupation
or employment
  First appointment   Term of office   2006
Chairman and Chief Executive Officer:
 
Jacques de Chateauvieux   April 2005   2009 AGM        
Chairman and Chief Executive Officer of BOURBON           BOURBON Chairman of the Supervisory Board: SAPMER, CBo Territoria, JACCAR Director or member of the Supervisory
Board:
AXA, VINDEMIA, INNODIS,
SINOPACIFIC Shipbuilding Group
 
Anthony Hamilton   January 1996   2009 AGM   Non-executive Chairman:  
Chairman of AXA UK Plc (United Kingdom)           AXA UK Plc (United Kingdom) and
AXA Equity and 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 of America (United States)
 
Henri Hottinguer   June 1988   2007 AGM   Chairman and Chief Executive Officer:  
Chairman and Chief Executive Officer of Sofibus           Sofibus  
(Société Financière pour le Financement de Bureaux et d’Usines)           Chairman of the Supervisory Board: Emba NV (The Netherlands) Chairman of the Board of Directors: Hottinger Bank & Trust Limited
(Nassau, Bahamas)
Chairman: Mofipar (SAS) and
Hottinger & Co. Bale (Switzerland)
Vice-Chairman: Gaspee (Switzerland)
Senior Chief Officer and Director:
Financière Hottinguer Chief Officer of the Board of Director: 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)
Non-voting member of the board: Didot Bottin
 
Henri Lachmann   May 1996   2009 AGM   Chairman of the Supervisory Board:  
Chairman of the Supervisory Board of Schneider Electric           Schneider Electric Chairman of the Board of Directors: Centre Chirurgical Marie Lannelongue Vice-Chairman and member of the Supervisory Board: Vivendi Director or member of the Supervisory Board: AXA, AXA Assurances IARD Mutuelle, AXA-ONA (Morocco), Groupe Norbert Dentressangle and l’ANSA Non voting member of the Board: Fimalac and Tajan  

2005   2004   2003   2002  
Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
BOURBON   Groupe BOURBON   Groupe BOURBON   Groupe BOURBON  
Chairman of the Supervisory Board:   Chairman: Sapmer S.A.,   Chairman: Vindemia SAS   Chairman: Vindemia SAS,  
SAPMER S.A., Cbo Territoria, JACCAR SAS   JACCAR SAS, Vindemia SAS   Director: Sapmer,   Antenne Réunion Télévision  
Director:   Director:   Happy World Foods, Ltd   Director: Sapmer,  
VINDEMIA SAS,   Happy World Foods, Ltd       Happy World Foods, Ltd  
HAPPY WORLD FOODS, Ltd              
Chairman non executive:   Chairman:   Chairman:   Chairman:  
AXA UK PLC (United Kingdom) and   AXA UK Plc (United Kingdom)   AXA UK Plc (United Kingdom)   AXA UK Plc (United Kingdom)  
AXA Equity & Law (United Kingdom)   Director or member of the Supervisory   Chairman: Fox-Pitt,   Chairman: Fox-Pitt,  
Director or member of the Supervisory   Board:   Kelton Group Limited (United Kingdom)   Kelton Group Limited (United Kingdom),  
Board:   Pinault-Printemps-Redoute,   Director or member of the Supervisory   Fox-Pitt, Kelton Nominees Limited  
Pinault-Printemps-Redoute,   Swiss Re Capital Markets Limited   Board:   (United Kingdom)  
Swiss Re Capital Markets Limited   (United Kingdom),   Pinault-Printemps-Redoute,   Director or member of the Supervisory  
(United Kingdom),   Binley Limited (United Kingdom),   Swiss Re Capital Markets Limited   Board:  
Binley Limited (United Kingdom),   Tawa UK Limited (United Kingdom)   (United Kingdom),   Pinault-Printemps-Redoute, Fox-Pitt,  
Tawa UK Limited (United Kingdom)       Binley Limited (United Kingdom),   Kelton Limited (United Kingdom),  
        CX Reinsurance (United Kingdom)   Swiss Re Capital Markets Limited (United Kingdom), Binley Limited (United Kingdom)  
Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
Sofibus   Sofibus   Sofibus   Sofibus  
Chief Executive Officer and Director:   Chief Executive Officer and Director:   Chairman of the Supervisory Board:   Chairman of the Supervisory Board:  
Financière Hottinguer   Financière Hottinguer,   Crédit Suisse Hottinguer,   Crédit Suisse Hottinguer,  
Chairman of the Supervisory Board:   Intercom, Profinor   Emba NV (Netherlands)   Emba NV (Netherlands)  
Emba NV (Netherlands)   Chairman of the Supervisory Board:   Chairman:   Chairman:  
Chairman of the Board of Directors:   Emba NV (Netherlands)   Hottinguer Capital Corp. (US)   Hottinguer Capital Corp. (US)  
Hottinger Bank & Trust Limited   Vice-Chairman: Gaspee (Switzerland)   Vice-Chairman: Gaspee (Switzerland)   Vice-Chairman: Gaspee (Switzerland)  
(Nassau, Bahamas)   Chief Officer of the Board of Directors:   Managing Partner:   Managing Partner:  
Chairman: Hottinger & Co., Bale   Hottinger Finanz & Treuhand (Switzerland)   Hottinguer & Cie (Zurich)   Hottinguer & Cie (Zurich)  
(Switzerland)   Director or member of the Supervisory   Senior Chief Officer and Director:   Senior Chief Officer and Director:  
Vice-Chairman: Gaspee (Switzerland)   Board: FINAXA, Hottinguer   Financière Hottinguer, Intercom   Intercom  
Chief Officer of the Board of Directors:   International Fund (Luxemburg),   Director or member of the Supervisory   Director or member of the Supervisory  
Hottinger Finanz & Treuhand (Switzerland)   Hottinguer International Asset   Board: FINAXA, Hottinguer   Board: FINAXA,  
Director or member of the Supervisory   Management (Luxemburg)   International Fund (Luxemburg),   Investissement Provence SA, Hottinguer  
Board: Intercom, Hottinger   Non-voting member of the Board:   Hottinguer International Asset   International Fund (Luxemburg),  
International Fund (Luxemburg),   Didot Bottin   Management (Luxemburg),   Hottinguer International Asset  
Hottinger International Asset       Swiss Helvetia Fund Inc.,   Management (Luxemburg),  
Management (Luxemburg)       Hottinguer US, Inc.   Swiss Helvetia Fund Inc.,  
Non-voting member of the Board:       Non-voting member of the Board:   Hottinguer US, Inc.  
Didot Bottin       Didot Bottin   Non-voting member of the Board: Didot Bottin  
Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
Schneider Electric   Schneider Electric   Schneider Electric   Schneider Electric  
Chairman of the Board of Directors:   Director or member of the Supervisory   Vice-Chairman:   Director or member of the Supervisory  
Centre Chirurgical Marie Lannelongue   Board:   AXA Assurances Vie Mutuelle,   Board:  
Director or member of the Supervisory   AXA Assurances Vie Mutuelle,   AXA Assurances IARD Mutuelle,   AXA Assurances Vie Mutuelle,  
Board:   AXA Assurances IARD Mutuelle,   AXA Courtage Assurance Mutuelle   AXA Assurances IARD Mutuelle,  
AXA Assurances Vie Mutuelle,   AXA Courtage Assurance Mutuelle,   Director or member of the Supervisory   AXA Courtage Assurance Mutuelle,  
AXA Assurances IARD Mutuelle,   FINAXA, Vivendi Universal,   Board:   FINAXA, Vivendi Universal,  
AXA Courtage Assurance Mutuelle,   Groupe Norbert Dentressangle   FINAXA, Vivendi Universal,   Groupe Norbert Dentressangle  
Vivendi Universal,   Non-voting member of the Board:   Groupe Norbert Dentressangle      
Groupe Norbert Dentressangle   Fimalac   Non-voting member of the Board:      
Non-voting member of the Board:       Fimalac      
Fimalac              

Name Present principal occupation
or employment
  First appointment   Term of office   2006    
Gérard Mestrallet   January 1997   2007 AGM   Chairman and Chief Executive Officer:    
Chairman and Chief Executive Officer of Suez           Suez Chairman 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)
 
Michel Pébereau   January 1997   2009 AGM   Chairman of the Board of Directors:  
Chairman of the Board of Directors of BNP Paribas           BNP Paribas Director or member of the Supervisory
Board:
AXA, Saint Gobain, Total,
Lafarge, de Banque Marocaine pour
le Commerce et l’Industrie (BMCI) et
de Pargesa Holding SA (Switzerland)
Non-voting member of the Board: Galeries Lafayette
 
Mrs Dominique Reiniche   April 2005   2009 AGM   Chairman Europe:  
Chairman Europe of The Coca-Cola Company           The Coca-Cola Company Member of the Supervisory Board: AXA Member: Advisory Board of ING Direct and of the Executive Committee of the MEDEF  
Ezra Suleiman   April 2003   2007 AGM   Professor of Politics and Chair of  
Professor of Politics and Chair of the Committee           the Committee:  
for European Studies, Princeton University (United States)           Université de Princeton (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 et du Centre Américain,
Institut d’Etudes Politiques (Paris)
Member of the Editorial Committee: Rédaction de Comparative Politics,
La Revue des Deux Mondes et Politique
International
Member: Council on Foreign Relations (New York),
HEC International Advisory Board
 
Jacques Tabourot   April 2004   2008 AGM   Member of the Supervisory Board:  
Member of the Supervisory Board of AXA,           AXA, representing the employee  
representing the employee shareholders           shareholders  

2005   2004   2003   2002  
Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:   Chairman and Chief Executive Officer:  
Suez   Suez   Suez   Suez  
Chairman: Suez Environnement,   Chairman: Suez Environnement,   Chairman: Suez-Tractebel (Belgium),   Chairman:  
Suez-Tractebel (Belgium),   Suez-Tractebel (Belgium),   Hisua (Spain)   Société Générale de Belgique (Belgium),  
Electrabel (Belgium)   Electrabel (Belgium)   Vice-Chairman: Sociedad General de   Tractebel (Belgium)  
Vice-Chairman: Hisusa (Spain),   Vice-Chairman: Hisusa (Spain)   Aguas de Barcelona (Spain)   Vice-Chairman: Hisusa (Spain),  
Sociedad General de Aguas de   Sociedad General de Aguas de   Director or member of the Supervisory   Sociedad General de Aguas de  
Barcelona (Spain)   Barcelona (Spain)   Board:   Barcelona (Spain)  
Director or member of the Supervisory   Director or member of the Supervisory   Crédit Agricole S.A.,   Director or member of the Supervisory  
Board:   Board:   Compagnie de Saint-Gobain, Taittinger,   Board:  
Compagnie de Saint-Gobain,   Crédit Agricole S.A.,   Pargesa Holding S.A. (Switzerland),   Crédit Agricole S.A.,  
Pargesa Holding S.A. (Switzerland)   Compagnie de Saint-Gobain, Taittinger,   Electrabel (Belgium)   Compagnie de Saint-Gobain, Taittinger,  
    Pargesa Holding S.A. (Switzerland)       Pargesa Holding S.A. (Switzerland)  
Chairman of the Board of Directors:   Chairman of the Board of Directors:   Chairman of the Board of Directors:   Chairman and Chief Executive Officer:  
BNP Paribas   BNP Paribas   BNP Paribas   BNP Paribas  
Director of member of the Supervisory   Director of member of the Supervisory   Director of member of the Supervisory   Director or member of the Supervisory  
Board:   Board:   Board:   Board:  
Saint Gobain, Total, Lafarge,   Saint Gobain, Total, Lafarge,   Saint Gobain, Total, Lafarge,   Saint Gobain, Total Fina Elf, Lafarge,  
BNP Paribas UK (United Kingdom),   BNP Paribas UK (United Kingdom),   Dresdner Bank AG Francfort (Germany),   Dresdner Bank AG (Germany),  
Banque Marocaine pour le Commerce et   Banque Marocaine pour le Commerce et   BNP Paribas UK (United Kingdom)   BNP Paribas UK (United Kingdom)  
l’Industrie (BMCI)   l’Industrie (BMCI)   Non-voting member of the Board:   Non-voting member of the Board:  
Non-voting member of the Board:   Non-voting member of the Board:   Galeries Lafayette   Galeries Lafayette  
Galeries Lafayette   Galeries Lafayette          
Chairman Europe:   Chairman:   Chairman:   Chairman and Chief Executive Officer:  
The Coca-Cola Company   Coca-Cola Enterprises – Groupe Europe   Coca-Cola Enterprises – Groupe Europe   Coca-Cola Enterprise  
Director: Essilor   Member: Advisory Board de ING Direct       Vice-Chairman:  
Member: Advisory Board of ING Direct and           Coca-Cola Enterprises – Groupe Europe  
of the Executive Committee of the MEDEF              
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 International              
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      

Expertise and experience of the
Supervisory Board members

Claude Bébéar
1958:
Joined Anciennes Mutuelles, an insurance company in Rouen where he remained until 1975 working his way through various divisions of the company
1964 – 1966: Was sent on assignment to Canada where he created the life insurance division of Provinces Unies, a Canadian subsidiary of the Anciennes Mutuelles group
1975: Was appointed Chief Executive Officer of Anciennes Mutuelles (which was renamed Mutuelles Unies in 1978) Created l’Ancienne Mutuelle de Réassurance
– l’AMré
which later became AXA RE
1982: Chairman of Mutuelles Unies and Chairman of Groupe Drouot
1985:
Chairman of GIE AXA at its founding
1990  – 2000: Chairman and Chief Executive Officer and
Chairman of the Management Board of AXA (1997/2000)
Since May 2000: Chairman of the AXA Supervisory Board

Jean-René Fourtou
1963: Management Consultant of Organization Bossard & Michel
1972:
Chief Executive Officer of Bossard Consultants
1977:
Chairman and Chief Executive Officer of Groupe Bossard
1986 – 1999:
Chairman and Chief Executive Officer of Rhône-Poulenc Group which became Aventis
December 1999 – May 2002:
Vice-Chairman and Chief Executive Officer of Aventis Honorary Chairman of Aventis and member of the Supervisory Board of Aventis, and director of Sanofi-Aventis
July 2002- April 2005:
Chairman and Chief Executive Officer of Vivendi Universal
Since April 2005: Chairman of the Supervisory Board of Vivendi Universal which became Vivendi in April 20, 2006

Léo Apotheker
1978 – 1980:
Senior Controller, Finance Department
Hebrew University
1980  – 1981:
Operations Director – Altex GmbH
1981  – 1984:
Finance Manager – S.W.I.F.T. s.c.
1984 – 1987: European Operations Director –
Mc Cormack & Dodge

1988 – 1991:
Chairman and Chief Executive Officer of
SAP France & Belgium

1991  – 1995:
Co-Founder President & Chief Executive
Officer de ECSoft BV

Since 1995: SAP AG
1995 – 1997:
Chairman, France
1997 – 1998:
Chief Executive Officer – South West Europe

 

1999 – 2000: Chairman EMEA (except Germany)
2000: Chairman EMEA (Europe, Middle East and Africa)
Member of the Extended Management Board of SAP AG
April 2002: Chairman, Global Field Operations of SAP AG
Since July 2002: President, Customer Solutions & Operations
Member of the Executive Committee of SAP AG

David Dautresme
1968 – 1982: Deputy Chief Executive Officer of Crédit Lyonnais
1982 – 1986:
Chairman and Chief Executive Officer of Crédit du Nord
1986 – 2000:
General Partner of Lazard Frères
Since 2001: Senior Advisor of Lazard Frères

Norbert Dentressangle
1979: Founded the Norbert Dentressangle group, a
transportation and logistics specialist, and served as its
chairman until 1998. Today, he is Chairman of the
Supervisory Board of the Groupe Norbert Dentressangle
Since its creation in 1988: Chairman of the Board of
Directors and Chief Executive Officer of Financière Norbert
Dentressangle, the family-owned holding company which,
in addition to a majority stake in the Norbert
Dentressangle Group, has also held equity interests in real
estate, industrial and business service firms

Jacques de Chateauvieux
1975 – 1977:
Management auditor
– Union des Transports
Aériens (U.T.A.)
1977 – 1979:
Consultant – Boston Consulting Group in Paris
Since 1979:
Chairman and Chief Executive Officer of
BOURBON

Anthony Hamilton
1968 – 1978:
Worked in London and New York for the investment
bankers Schroders, Morgan Grenfell, and

Wainright

1978:
Joined Fox-Pitt, Kelton
– Chief Executive Officer

1994 – 2003
1993: Non-executive Director of AXA Equity and Law,
(Chairman, 1995)

1997:
Non-executive Director of AXA UK
1999 – 2003:
Product Unit Head of Swiss Re
End of 2004: Resignation as a Director of Fox-Pitt, Kelton Group Ltd (UK) and of Fox-Pitt, Kelton Limited (UK)
Since September 2000:
Chairman of AXA UK plc

Henri Hottinguer
1962: Joined the Banque Hottinguer
1965: Was appointed Associé-Gérant of the bank then
was appointed Chairman or director of various companies


1982 – 1987: Chairman and Chief Executive Officer of
Compagnie Financière Drouot
March 1990: Chairman and Chief Executive Officer of the banque Hottinguer
End of 1997/December 2004:
Chairman of the
Supervisory Board of Crédit Suisse Hottinguer
Since 1969: Chairman and Chief Executive Officer of
Sofibus (Société Financière pour le Financement de

Bureaux et d’Usines)

Henri Lachmann
1963: Began his carreer with the international consulting
firm Arthur Andersen
1970:
Joined the Compagnie Industrielle et Financière de
Pompey
1976: Chief Executive Officer of the Compagnie
Industrielle et Financière de Pompey
1981  – 1998: Chairman and Chief Executive Officer of
Financière Strafor, which later became Strafor Facom
Since 1996: Director of Schneider Electric SA and
member of the Schneider Electric Supervisory Board
(since May 2006)

February 1999 – May 2006: Chairman and Chief
Executive Officer of Schneider Electric SA
Since May 2006: Chairman of the Supervisory Board of
Schneider Electric SA

Gérard Mestrallet
1984:
Joined Compagnie de Suez as Vice-President,
Special Projects

1986: Executive Vice-President Industry
February 1991:
Executive Director and Chairman of the
Management Committee of Société Générale de Belgique
1995: Chairman and Chief Executive Officer of Compagnie
de Suez

June 1997:
Chairman of the Management Board of Suez
Lyonnaise des Eaux
Since May 4, 2001:
Chairman and Chief Executive Officer of Suez

Michel Pébereau
1967: Auditor at the Treasury
1970  – 1974:
Project leader and then Adviser to the
Cabinet of the Finance Minister (Valéry Giscard d’Estaing)

1971  – 1982:
Project leader, and then, sub-Manager,
Assistant Manager and Head of the public revenue
Department of the Finance Ministry

1978 – 1981: Head of the Finance Minister’s Cabinet
(René Monory) then Project leader to the Minister

1982  – 1987: Chief Executive Officer of Crédit Commercial de France

 

1987 – 1993: Chairman and Chief Executive Officer of
Crédit Commercial de France

1993 – 2000:
Chairman and Chief Executive Officer of
Banque Nationale de Paris

2000 – 2003: Chairman and Chief Executive Officer of BNP Paribas
Since 2004:
Chairman of the Board of Directors of de BNP Paribas

Mrs Dominique Reiniche
1978 – 1981:
Assistant Product Manager – Procter & Gamble
1981 – 1983:
Product Manager - Procter & Gamble
1983 – 1986: Associate Advertising Manager – Procter & Gamble
1986 – 1992:
Marketing & Strategy Manager – Kraft Jacobs Suchard
1992 – 1994:
Marketing & “Compte-clé” Manager – Coca-Cola Entreprise
1994  – 1997:
Commercial & Operational Marketing
Manager – Coca-Cola Entreprise

1997  – 1998:
Assistant Chief Executive Officer – Coca- Cola Entreprise
1998  – 2002:
Chairman and Chief Executive Officer – Coca-Cola Entreprise
2002  – 2003: Vice-Chairman of Coca Cola Enterprises – Groupe Europe
2003  – 2005:
Chairman of Coca-Cola Enterprises – Groupe Europe
Since May 2005:
Chairman Europe of The Coca-Cola Company

Ezra Suleiman
1973 – 1979:
Professor at the University of California, Los Angeles
Since September 1979: Professor of Political Sciences at the University of Princeton (IBM chair)

Jacques Tabourot
1972 – 1978:
Auditor to Deloitte, then Frinault Fiducaire
1978 – 1986:
Assistant to the accounting Manager then Accountant Manager of Secours
1986 – 2003:
In charge of the AXA consolidation then the Manager of the Accounting Department of AXA Group
Since April 1, 2003: Cadre de réserve of AXA
1990 – 2005:
Lecturer for masters in banking and finance at Université Panthéon-Assas Paris II
Since April 2004: Member of the AXA Supervisory Board, representing the employee shareholders


Service contracts between the
AXA Group and members of the
Supervisory Board

Mr. Jacques Tabourot, employee shareholder
representative at the Supervisory Board, is
bound to the AXA Group by a contract with the
GIE AXA as a “Cadre de réserve”.

Self-review of the Supervisory Board
activity

The Supervisory Board understands the
importance of self-review.

In addition to the ongoing dialogue between
members concerning Supervisory Board
operations, the Supervisory Board has
conducted each year since 2002 its annual self-
review. This process involves individual
interviews and a specially devised
questionnaire. Every year, the results of these
assessments highlight the high quality of
dialogue and discussion, both between
members of the Board and with Group
executives, in particular those who serve on the
Management Board, as well as the efficiency of
meetings of the Board and its sub-Committees.

In early 2007, the members of the Supervisory
Board once again stressed, in their responses to
the questionnaire, how well the Supervisory
Board functioned in 2006 and its continuous
improvement. They also stated that the subjects
discussed were relevant and of strategic
interest, and noted the quality of the
presentations, the clarity of communications
with the Management Board and the
constructive nature of discussions.

Supervisory Board Committees
The Board benefits from the work of the Audit
Committee, the 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 Rules of Procedures.

Audit Committee
On December 31, 2006, the Audit Committee
had four members having either finance or
accounting expertise, all of whom would be
considered independent according to the
criteria contained in the Bouton report and in
the Sarbanes-Oxley Act. They were Messrs
David Dautresme (Chairman), Anthony Hamilton,
Henri Lachmann and Ezra Suleiman.

On April 11, 2006, Mr. Jacques de Chateauvieux
left this Committee.

The Audit Committee met 8 times in 2006. The
overall attendance rate was 71%.
Under the Rules of Procedure (“Règlement
Intérieur”)
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, as well as examine
    some of the financial disclosures released by
    the Company.

– To control the appointment, compensation,
    and replacement of, and oversee, the external
    auditors of the Group and, where legally
    permissible, its subsidiaries and review audit
    programs, findings and recommendations, as
    well as any actions taken in light of these
    recommendations; the Committee works with
    the Management Board and Group Internal
    Audit to review the Internal Audit Guidelines
    (for subsidiaries) and the structure of internal
    audit operations; it assesses the
    independence of Statutory Auditors by
    examining their relationships with the
    AXA Group and, in particular, by examining all
    fees for audit services, audit related services
    and any other services; it supervises 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); it reviews the
    appointment and replacement of Statutory
    Auditors for Group subsidiaries; and the Audit
    Committee also may be asked by the
    Management Board or the Statutory Auditors
    to examine matters or events that expose the
    AXA Group to a significant risk.

– To review the accounting rules in force at AXA,
    and review any proposed changes in method,
    policy or principle.

– To review the program and aims of
    AXA’s Internal Audit Department, as well
    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.

– To 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.

– To consider any matter it deems necessary,
    and report the findings to the Supervisory
    Board.

The external auditors of the Group, the Chief
Financial Officer, the accounting Manager as
well as the Internal Audit regularly take part in
the Committee’s sessions.

For the fulfilment of its missions, the Committee
may request external consulting expertise as
required.

Finance Committee
The Finance Committee had four members on
December 31, 2006, one of whom met the
independence criteria: Messrs Claude Bébéar
(Chairman), Henri Lachmann, Michel Pébereau
and Jacques Tabourot.

The Committee met 4 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 put forth by the

    Management Board;
– examines all acquisition plans over

    €500 millions.

Selection, Ethics, Governance and Human
Resources Committee

The Selection, Ethics, Governance and Human
Resources Committee had four members on
December 31, 2006, including two independent
members: Messrs Jean-René Fourtou
(Chairman), Gérard Mestrallet, Michel Pébereau
and Ezra Suleiman.

The Committee met 4 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;

– is notified of AXA’s strategy in terms of Human
    Resources management.

Compensation Committee
The Compensation Committee had four
independent members on December 31, 2006:
Messrs Henri Hottinguer (Chairman),
David Dautresme, Anthony Hamilton and
Gérard Mestrallet.

On February 27, 2006, Mr. Jean-René Fourtou
left this Committee.

The Committee met 3 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 his
    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;

– is informed by the Management Board of
    compensation levels set by the boards of
    AXA Group subsidiaries.

Management Board
Composition and operating procedures

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 Rules of
Procedures.

 

Acting on the recommendation of its Selection,
Ethics, Governance and Human Resources
Committee, the Supervisory Board appointed,
during its October 11, 2006 meeting,
Mr. Alfred Bouckaert as a member of the
AXA Management Board.

The AXA Management Board now has 6 members and who will serve for a 3-year term expiring on October 11, 2009.

Each Management Board member is assigned
responsibility for a specific aspect of Company
management.

The 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, Human Resources, Brand and

    Communication,

– Christopher Condron (59), President and Chief

    Executive Officer of AXA Financial, Inc. (United

    States).
– Denis Duverne (53), Chief Financial Officer,
– François Pierson (59), Chairman and Chief
Executive Officer of AXA France, responsible
for Large Risks, Assistance and AXA Canada.

Members of the Management Board devote
their time exclusively to the management of the
Group.


Positions held by the Management Board members within Group subsidiaries

Member of the Management Board   Position within Group Subsidiaries      
Henri de Castries - Chairman   Chairman of the Management Board: AXA *      
    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)      
Alfred Bouckaert   Member of the Management Board: AXA *      
    Managing Director:      
    AXA Holdings Belgium (Belgium)      
    AXA Belgium (Belgium)      
    Chairman of the Board of Directors:      
    AXA Luxembourg (Luxembourg)      
    AXA Assurances Luxembourg SA (Luxembourg)      
    AXA Assurances Vie Luxembourg (Luxembourg)      
    AXA Participations Belgium (Belgium)      
    AXA Bank Belgium (Belgium)      
    L’Ardenne Prévoyante (Belgium)      
    Viaxis (Belgium)      
    Chairman Managing Director:      
    Royale Belge Investissments (Belgium)      
    Director or member of the Supervisory Board:      
    Servis (Belgium)      
    Servis-Life (Belgium)      
    Contere (Luxembourg)      
    AXA Nederland BV (Netherlands)      
    AXA Verzekeringen (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 *      
    Chairman: AXA Technology Services (SAS)      
    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      
* Mandates concerned by the accumulaion rules (pursuant to the provisions of the French Company Code).   

Member of the Management Board   Position within Group Subsidiaries      
Christopher Condron   Member of the Management Board: AXA *      
    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 (United States)      
    Central Supply Corp (United States)      
    American Council of Life Insurers (ACLI) (United States)      
    KBW, Inc. (United States)      
    Director and Member: Financial Services Roundtable (United States)      
    Member of the Management Committee: AXA Technology Services (SAS)      
    Director and Treasurer: The American Ireland Fund (United States)      
Denis Duverne   Member of the Management Board: AXA *      
    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)      
François Pierson   Member of the Management Board: AXA *      
    Chairman and Chief Executive Officer:      
    AXA France IARD *      
    AXA France Vie *      
    Chairman: AXA France Assurance (SAS)      
    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 Assurances Inc. (Canada)      
    AXA Japan Holdings Ltd (Japan)      
    AXA-ONA (Morocco)      
    Permanent Representative: of AXA France IARD to the board of UCAR*      
* Mandates concerned by the accumulaion 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. In 1994, he assumed the additional role of
overseeing North American and UK operations. In 1996,

he played an active role in preparing for the UAP Merger.
In 1997, he was appointed Chairman of the Equitable
Companies (which later became AXA Financial)
Since May 2000: Chairman of the AXA Management Board

Alfred Bouckaert
1972:
His banking career began with Chase Manhattan
Bank where he held various commercial and credit posts
before he became Chase’s Manager of Commercial

Banking for Belgium
1984:
General Manager of Chase in Copenhagen
1986: General Manager and Country Manager of Chase in
Belgium
1989:
Was in charge of merging Chase’s and Crédit
Lyonnais’s Belgian Operations further to the sale of Chase
Manhattan Bank to Crédit Lyonnais France
1994: Head the bank’s European Operations of the bank
Crédit Lyonnais
April 1999: Became the Managing Director of AXA Royale Belge. AXA also appointed him Country Manager for the Benelux
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

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 Chief Executive Officer 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 fo 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. Took part in the supervision
of AXA’s companies in the US and the UK. 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, 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


Service contracts between the
AXA Group and members of the
Management Board

The French members of the Management Board
(Messrs Henri de Castries, Claude Brunet,
Denis Duverne, François Pierson) are employed
by AXA under contract.

Messrs Christopher Condron and
Alfred Bouckaert, members of the Management
Board, as well also have a contract which
respectively binds them to the company AXA
Equitable in the United States and AXA Belgium.

Absence of any conflicts
of interests
AXA’s Management organs are the Supervisory
and Management Boards. The members of the
Management Board do not currently hold any
mandates outside the AXA Group. 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 which dealings may include
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
are generally fully negotiated and effected on arm-
length terms and conditions, and consequently
AXA does not believe they give rise to any
potential conflicts of interests between the duties
to AXA of the Supervisory and Management
Boards’ members and their private interests
and/or other duties.

On December 31, 2006, to the best of the
Company’s knowledge, no arrangement or
understanding 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.
However, in March 2007, pursuant to the
agreement that has been reached between AXA
and the Italian bank Banca Monte dei Paschi di
Siena (BMPS) for the establishment of a long term
strategic partnership in life and non-life
bancassurance as well as pensions business,
Mr. Giuseppe Mussari was recommended for
appointment by the shareholders at their May 14,
2007 meeting to serve a four-year term.

 

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.

Executive Committee

The Executive Committee’s principal mission is to
review and execute AXA Group’s strategy.

The Committee’s composition reflects the
structure of the AXA Group. It includes, mainly,
members of the Management Board and the
CEOs of the Group’s principal business units.

The 14 members of the Executive Committee,
including 8 non French, conduct 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;
  – exchanging ideas and information on key’s
    Group strategic orientations.

Executive Committee

Jean-Raymond Abat       Chief Executive Officer of the Mediterranean region  
Alfred Bouckaert       Member of the Management Board, Chief Executive Officer for the 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 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 of 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 since April 11, 2007. He has replaced Philippe Donnet, Chairman of the AXA Japan Holding’s Board since March 2006.
(b) Philippe Egger has been appointed Chief Executive of Insurance activities in Switzerland since January 1st, 2007.

(c) Frank Keuper has been appointed Chief Executive Officer of AXA Konzern AG since January 1st, 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 1st, 2006. He has replaced Les Owen.

(f) Eugène Teysen has been appointed Chief Executive of Insurance and Bank activities in Belgium since January 1st, 2007.
 

 

Business Units and
Subsidiaries

 

Subsidiaries

AXA’s main subsidiaries, whether publicly traded
or not, are governed:
– by a board whose membership includes
   independent or non-executive directors;
– by an audit committee, whose membership
   also includes independent or non-executive
   directors.

Implementing the principles of corporate
governance is a priority at AXA. In that respect,
AXA has come up in 2005 with a Corporate
Governance standards in its subsidiairies
designed to achieve a very substantial degree of
harmonization, especially in terms of board
composition and size, directors’ independence
criteria, Board Committees’ role, directors’ fees.

The Group Governance Standards require the
Boards of AXA Group companies 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

Business units
AXA has 7 business units, whose CEOs report
directly to the Management Board and its
Chairman.

They are listed below:

Name

Business unit

Jean-Raymond Abat
Alfred Bouckaert

Mediterranean region

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 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 has become Non-Executive Chairman of the Board of AXA Investment Managers since June 30, 2006. Dominique Carrel- Billiard, formerly Senior Vice-President in charge of Business Support & Development for the asset management, the U.S. insurance activities and the reinsurance activities of the AXA Group will has become Chief Executive of AXA Investment Managers since June 30, 2006.


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’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 1st, 2006, with
a 1 year transition period to provide Group
companies with sufficient time to implement any
necessary changes.


INTERNAL CONTROL

PROCEDURES SET BY THE COMPANY

Control Environment

AXA’s core Financial Protection business is
about helping people manage financial risk and
wealth. Making effective risk management
solutions available to clients presupposes AXA’s
ability to effectively control its own risks.
Implementing and monitoring stringent internal
control policies and procedures throughout the
Group is critical to AXA’s daily operations and
long-term survival.

AXA has a dual corporate governance structure
that establishes and maintains a clear
separation of power between management
(Management Board - MB) and supervision
(Supervisory Board). AXA’s operations are
organized into seven business units (BUs)
whose chief executive officers report directly to
the Management Board and its Chairman. The
major executives of the business unit, as well as
members of the Management Board, serve on
the Executive Committee. This Committee
meets four times a year to review Company
performance during its Quarterly Business
Review (QBR).

AXA promotes the establishment of a disciplined
internal control environment throughout the
Group, ensuring in particular that:

– Group strategy, operational objectives, reporting

    lines with subsidiaries and accountability for
    executing objectives are clear,

– AXA’s principal subsidiaries, whether traded
    on a public stock market or not, have
    appointed independent (non-executive)
    directors to their boards of directors and audit
    committees,

– Formal guidelines are in place for its

    businesses and operations (the Compliance

 

   Guide, in particular, written codes of ethics,
   anti-fraud and anti-money laundering
   policies),
– Operating processes are subject to controls
   and ongoing improvement, notably via the
   Group-wide continuous process improvement
   program called AXA Way and through the
   Sarbanes-Oxley 404 compliance project to
   assess internal controls over financial
   reporting,
– AXA employees have the resources they need
   to operate. The corporate Human Resources
   Department has implemented processes for
   assessing and monitoring AXA employees, as
   well as providing training and development
   opportunities.

Setting and Reviewing
Business Objectives

Setting business objectives and
strategic planning process
The aim of AXA’s strategic planning process
is to exert upstream control over entity strategy
and action plan, and the three-year forecasts
developed by the Group’s main subsidiaries.
Subject to various analyses and adjustments
between group management [MB, Group
Strategic Plan Steering Committee, Group
Management Services (GMS) teams, such as
Group Strategic Planning (GSP) and Business
Support and Development (BSD)] and the
entities, this procedure results in a consolidated
forecast that is used as the Group’s budget
and forms the basis of the objectives
contained in each operating unit’s annual target
letter.


Each year, the Group’s principal operating
business units present the following information
for each of their business segments
(property/casualty insurance, life insurance,
asset management, banking), with a rolling
three-year outlook:
– analysis of business strategies and entity

   positioning,
– quantitative targets (revenues, expenses,

   profitability, productivity and quality

   indicators) based on a central set of economic

   forecasts,
– description of corresponding action plans,

   including HR and IT systems aspects,
– specific information depending on the Group’s

   priorities – Ambition 2012.

This procedure enables Group Management to
exercise upstream control over the strategies,
action plans and resources of its main
subsidiaries, and to set targets that are
consistent with its ambitions.

Role of Business Support
Development (BSD)

As indicated above, the Group has a
decentralized organization structured around
seven business units.

AXA’s Management Board maintains
ongoing relationships with all of these BUs
through its BSD (Business Support
Development) organization, which reports
back to Group management on key projects
being considered or under way at business
unit level.

Thus, operating units draw up their strategic
plans in accordance with preset targets
by the Management Board. The BSD
team prepares these preset targets, sends
them to the business units and monitors
compliance.

In addition, the BSD team collects and reviews
all the relevant information concerning the
business model, the market position or any
other issue that may be of interest to the
Management Board. The BSD team passes on

 

specific information to facilitate and monitor the
execution of the strategic plan.

BSD officers also sit on local boards of
directors and are involved in major BU projects,
such as acquisitions, partnerships and
restructuring.

Risk Assessment and
Management

A sophisticated risk management control has
been put in place to ensure that the
aforementioned objectives are met.

Through corporate governance bodies
Management Board and
Supervisory Board

AXA has a dual governance structure. The work
done by the Supervisory Board is described in
the first part of this report (see section on
Corporate Governance). The Management
Board is the Group’s collegial management and
decision-making body. To ensure that Group
business is monitored between Quarterly
Business Reviews, the Management Board’s
six members meet weekly to discuss strategy
and operations. Its members devote their time
exclusively to managing the Group, and none are
directors of companies outside the Group.

Each Management Board member is assigned
responsibility for some specific aspects of the
Company’s management.

Executive Committee
In carrying out its duties, the
Management Board is assisted by
an Executive Committee, whose
composition reflects the Group’s structure.
It consists of:

– the members of the Management Board,
– the major executives of the Group’s business
unit.


The Executive Committee meets quarterly as
part of the QBR process set in 2000.

QBRs (Quarterly Business Reviews)
Quarterly Business Reviews are divided into two parts:
– meetings between the Management Board

   and each business unit,
– a meeting attended by all Executive

   Committee members.

In preparation for individual meetings with the
Management Board, each business unit
provides the Board with formal quarterly
information updates on its performance,
operational questions that are specific to it, and
transversal issues.

In 2006, the following transversal issues were examined in detail:
– the status of Ambition 2012 initiative,

– the new businesses and their contributions
   
to the profitability of life activities,
– the “accumulator” type business’
development,
– the follow-up of Winterthur entities’
  
integration, in particular the synergies and
   measures related to growth accelerator,
– the AXA Hearts in Actions’ plans.

During the actual review meeting, the
Management Board compares the actual
business and performance of each business
unit with the targets set out in the budget
and in the annual target letter. The business
unit’s performance is also assessed based
on the market trends, the competitive
environment and regulatory issues. In this way,
quarterly business reviews enable the
Management Board to monitor operations on a
regular basis.

QBRs also provide members of the
Executive Committee with regular and formal
opportunities to meet and discuss the Group’s
strategic priorities for the years to come, to
develop action plans and monitor their
execution.

In addition, members of the Executive
Committee share their local achievements

 

during these meetings, and efforts are made to
encourage the reuse of winning practices and
success stories in areas touching on the
business as well as on its people.

Finally, the Executive Committee meeting
is the venue for discussion on actions
that need to be taken to optimize Group
operations.

By internal departments
Risk Management Department
The role of Risk Management is to identify,
quantify and manage the main risks to
which AXA is exposed. To this end, the
Risk Management Department develops and
deploys a number of risk measurement,
monitoring instruments and methods,
including a set of standardized stochastic
modeling tools.

When appropriate, this work leads to the
implementation of decisions that affect the
Group’s risk profile, helping to reduce the
volatility of AXA’s earnings through improved
understanding of the risks taken and to optimize
capital allocation.

A central team, Group Risk Management (GRM),
supported by local risk management teams
within each operating unit, coordinates
Risk Management for the Group. The
types of risk covered include operating
risks, asset and liability risks, and asset/
liability mismatch risks. The principal control
processes that fall under the responsibility
of the Risk Management unit are described
below:

– the local Risk Management Department
   carries out regular reviews of the technical
   reserves established by property-casualty and
   reinsurance operating units. The GRM
   performs regular reviews of models followed
   throughout the Group in order to ensure the
   consistency between actuarial and financial
   standards,
– the central Risk Management Department
   conducts a decentralized review of risk-
   adjusted pricing and profitability for new
   products prior to launch,



– the asset/liability management policy in
   place at operating unit level is monitored
   and controlled through an annual detailed
   analysis of asset/liability matching. This
   work is undertaken to validate the strategic
   allocations of invested assets. In addition,
   a quarterly reporting process is used to
   monitor portfolio developments and
   detect deviations from strategic asset
   allocations as well as with respect to
   benchmarks determined with asset
   managers,

– economic capital is estimated annually for
   each product line and operating unit and then
   aggregated at the Group level. This is one of
   the main uses of the stochastic modeling tools
   developed and implemented by the Group
   Risk Management Department. This work
   enables asset, liability and operational risks to
   be modeled together,

– credit and concentration risks in the Group’s
   asset portfolios (equities and bonds) are
   managed by the Risk Management
   department and aggregated at the Group
   level. The central Risk Management
   Department also monitors the corresponding
   exposures on a monthly basis, and
   ensures that local operating units comply
   with the concentration limits established by
   the Group.

Summary findings are then presented to the
Management Board, for decision-making
purposes when appropriate. The Supervisory
Board and the Audit Committee are also
informed.

Reinsurance – AXA Cessions
Property-casualty reinsurance policy is
implemented by operating units with the help of
AXA Cessions, a centralized unit. Operating
units define their needs on the basis of cost
constraints and risk exposure reduction targets.
With the exception of optional reinsurance
operations that are still carried out directly, risks
are ceded through AXA Cessions, which
operates directly in the reinsurance market.
AXA Cessions has substantial expertise,
particularly in carrying out actuarial analyses of
the Group’s exposure to catastrophic risks.
AXA Cessions manages reinsurer counterparty
risk through a Security Committee.

 

The involvement of AXA Cessions in the Life
reinsurance of AXA operating units is growing.
As of today a minority part of the Group’s Life
reinsurance cessions are handled through
AXA Cessions as per the Property & Casualty
process described above.

Internal Audit
Several years ago, the Group Internal Audit
Department set up a risk-based planning
system for local internal audit teams based on
the RAM (Risk Assessment Model) system.
The aim of the RAM system is to identify
each company’s risk exposure and evaluate
the internal audit systems that have been
adopted in order to prevent and/or limit the
risks impact.

Determining the main risks faced by a business
is a crucial part of the internal audit planning
process. It ensures that internal audit
assignments focus on those most at-risk
areas.

Internal and external auditors hold meetings to
exchange views on the risks that the Group
faces and on the conclusions made in drawing
up action plans.

Group IT Department
A dedicated organization, Group IT
Department, has been set up to handle IT
risks:
– Group IT defines Group IT strategy and policy,
   in particular in relation to information security
   and IT governance,

– AXA Technology Services (AXA Tech) is
   responsible for supplying IT infrastructure
   service delivery (servers, storage, desktops
   and telecoms) for 80% of the Group,

– AXA Group Solutions offers AXA subsidiaries
   shared IT support application solutions that
   are consistent with the Group’s general
   strategy,

– the IT departments of local operating
   companies develop and maintain the software
   used in the business. 20% of them also
   manage their own IT infrastructures.

Group IT sets Information Security standards
and monitors their application.


The Management Board mandates the
development and publication of Information
Security policy, and is kept informed of the
implementation status.

Group IT works through the Transversal Officers
(TOs) to ensure adequate reporting at Group
Management level on strategic or large-scale
projects. The TOs report on implementation
status of Group IT strategy as well as the status
of large projects to the Group COO and CFO
and maintain ongoing relationships with all key
operating units.

AXA Tech is responsible for ensuring that IT
security policy is consistently and transparently
implemented at the infrastructure level, in
cooperation with their clients, the operating
companies.

Group Program Department
The Group Program Department is responsible
for monitoring and reducing business continuity
risks. It defines continuity standards for both
operations and IT systems, and monitors their
implementation at operating unit level. It has
put in place a crisis management structure
designed to cope with major discontinuity
threats and incidents. The Management Board
approves the Business Continuity Management
policy, and is kept informed of the
implementation status.

Group Customer Care and
Distribution Department

The Customer Care and Distribution
Department works closely with subsidiaries of the Group in three areas: marketing, quality of service and distribution. Its three priority missions are described below:
– support Group strategy and develop a set of
   shared methods, such as the program
   conducted with AXA subsidiaries on service
   quality, the deployment of a methodology
   known as Customer Value Management, and
   the identification of significant sources of
   growth,

– develop a set of key performance indicators
   for use at the group level and define local
   benchmarks, with the aim of measuring Group
   performance in terms of customer and

 

   distributor satisfaction, as well as customer
   retention and distribution network
   performance,
– capitalize on local best practices,
   knowledge and expertise in marketing,
   service and distribution quality to step up the
   pace of their broader adoption within the
   Group.

Group Procurement Department
In order to reduce procurement costs and
achieve better control over its major suppliers
and vendors, AXA has set up a Group
Procurement Department. Its primary missions
are to (i) build procurement expertise based on
the Group Procurement Standard within the
principal operating units so that procurements
are made almost exclusively by professional
buyers, (ii) negotiate global agreements with
suppliers and vendors in compliance with the
Standard, and (iii) reduce the overall costs and
risks by establishing contractual and ethical
standards.

The Management Board approves Group
procurement strategy and is kept informed on
its implementation status.

Group Legal Department (DJC - Direction
Juridique Centrale)
The Group Legal Department is responsible for
identifying and managing the legal risks to
which the Group is exposed. It provides
expertise on all significant corporate legal issues
at the Group level and ensures the legal security
of operations undertaken by the Group or its
executives. The DJC monitors significant
litigation and regulatory procedures, and directly
manages some of them involving AXA or its
executives. The DJC also helps draft business
critical standards and procedures, some of
which being described below (anti-money
laundering, Compliance Guide, off-balance
sheet commitments monitoring, Group
corporate governance standards, Group
beneficial ownership policy).

The Group’s main operating units have their
own legal departments. Their role is to
ensure the security of operations at the
local level as well as its compliance with local
law. The DJC coordinates local legal


departments and does preliminary work on
decisions that impact or concern the Group.

Finance and Control Department
(DCFG)

The role of the DCFG is described in detail in
paragraphs “Monitoring of financial
commitments” and “Management of the Group
financial structure”.

Planning, Budgets, Results and Central
Department (PBRC)

The role of the Group’s PBRC Department is
described in detail in paragraph “Consolidation
Management, Reporting, and Control over
Financial and Accounting Information” of this
document.

Control Procedures
Compliance Guide
The Group Compliance and Ethics Guide was
adopted by the Management Board in 2004. It
was distributed by the Group HR Leader to all
HR Leaders throughout the Group in May 2004
with a specific request to communicate this
Guide to all employees. The Guide applies to all
Group companies and employees, subject to
compliance with local legislation.

The Guide was updated in 2005 and a new
release was communicated in February 2006
by the Group Chief Financial Officer (CFO)
to CEOs and Chief Financial officers (CFOs),
heads of legal departments, of HR and of
internal communications throughout the Group
together with local implementation guidelines.
Any problems encountered with, local
adaptation of the Guide due to legal
requirements, distribution, understanding or
certification must be reported to Group relevant
departments.

Anti-money laundering and Anti-fraud
procedures

AXA is strongly committed to the fight against
money laundering in all of its business locations.
The Group’s anti-money laundering strategy is
set out in a set of guidelines that has been
approved by the Management Board and
Supervisory Board and distributed widely within
the Group.

 

In accordance with these guidelines, each
operating unit has developed procedures based
on certain general principles in addition to the
applicable local regulations. The “know your
customer” principle is crucial, and underlies all
transactions. Particular attention is paid to
transactions made in cash or any equivalent
monetary instrument. Procedures are regularly
reviewed and adjusted on the basis of acquired
experience.

A network of correspondents involved in
the fight against money laundering has been set
up to co-ordinate actions and distribute
important information. In France, an
organization has been set up to ensure efficient
collaboration with TRACFIN (Traitement du
renseignement et action contre les circuits
financiers clandestins).

As far as the fight against internal fraud is
concerned, a formal policy has been put into
place and a network of correspondents
dedicated to this task was set up in 2005.
Internal fraud has been divided up into four
specific categories: Fraudulent Financial
Reporting; Misappropriation of Assets; Improper
or Fraudulent Financial Activity; Senior
Management Frauds.

The Group monitors internal frauds reported by
entities on a semi-annual basis. The Group
Internal Fraud Officer organizes annual training
days for local Fraud Officers. In 2006, a group
led fraud review was conducted in the group’s
major entities.

Monitoring of financial commitments
Financial commitments are monitored as part of
the consolidation process, under which each
subsidiary transmits information to the PBRC
(Plan Budgets Résultats Centrale).

AXA’s financial commitments fall into three main
categories.

COLLATERAL, SECURITIES, PLEDGES AND
GUARANTEES

These commitments are governed by
the Supervisory Board’s internal regulations, which set an authorized annual limit, along with limits for each type of commitment.


They are also subject to a specific procedure.
The DJC and the DCFG are responsible for
supervising these commitments and in particular
for analyzing their legal nature, arranging their
prior validation by management, and monitoring
their execution. Most of these commitments are
granted to subsidiaries and relate to loan
guarantees on behalf of other Group entities or
third parties.

DERIVATIVE INSTRUMENTS
For managing and optimizing interest rate and
exchange rate risk, the DCFG is authorized to
use derivative instruments, mainly interest rate
and currency swaps, options, caps and floors.
These instruments, which may be either
standard or structured, are used as part of
strategies described and authorized by the
Supervisory Board’s Finance Committee.
Persons authorized to commit the company and
trade such transactions are listed in a book of
signatures, available for distribution to bank
counterparts.

The DCFG is organized in such a way as to
separate the responsibilities of the team in
charge of initiating derivatives transactions from
those of the team in charge of controlling related
risks. This team is in charge of publishing
detailed set of reports, allowing consolidating
and controlling interest rate and foreign
exchange exposures. Furthermore, derivative
transactions are valued on a daily basis by
the Group, through an integrated trading, risk
and operations management software.
Valuations are checked with an external banking
source for each transaction on a semi-annual
basis.

Whenever a hedging strategy is implemented,
the DCFG is in charge, if needed, of establishing
the necessary documentation and efficiency
testing for the hedging instruments’
classification.

OTHER COMMITMENTS The DCFG is responsible for managing liquidity risk. Therefore, the DCFG determines the required amount of committed credit facilities required by the Group to manage a liquidity crisis and sets constraints on the debt maturity profile.

 

AXA remains constantly vigilant regarding
contractual documentation clauses that may be
binding on the Group. This helps monitor that
the Group is not exposed to default or early
repayment clauses that may have a material
adverse effect on its consolidated financial
position.

Information about off-balance sheet
commitments can be found in the appendix to
the Company’s annual financial statements.

Management of the Group financial
structure

The Supervisory Board’s Finance Committee
and the Management Board are regularly
informed by the CFO of all major projects
and changes relating to the management
of the Group’s consolidated financial position,
and examine reports and three-year forecasts
periodically. These forecasts, which factor
in extreme financial market swing scenarios,
are also updated monthly and presented as part
of the Group Management performance
indicators.

In addition, the Finance Committee validates the
risk analysis methods, measurement standards
and action plans that allow the Group to
maintain a solid financial position. It also
determines the scope of action of the
Management.

Working in close collaboration with local
finance teams, the DCFG (i) defines and
manages subsidiaries’ capital adequacy;
(ii) defines and manages the Group’s liquidity
policy; and (iii) coordinates and centralizes the
Group’s financing policy.

MONITORING GROUP AND SUBSIDIARY
CAPITAL ADEQUACY
Local solvency regulations
Each subsidiary’s Finance Department
is responsible for producing regulatory
information and for liaising with local
regulators.

As part of the recurrent capital allocation
process, each subsidiary sends a report to the
DCFG on every interim reporting period,
enabling the latter to verify the subsidiaries’


capital adequacy with respect to local regulatory
constraints.

In addition, subsidiaries carry out simulations
that take into account their regulatory
requirements using extreme scenarios
concerning assets (market value of equities and
interest rate movements). For every interim
reporting period, these simulations are
consolidated by the DCFG, enabling the
latter to measure each subsidiary’s financial
flexibility.

Consolidated solvency
The Group is subject to regulations
that require additional monitoring for
insurance companies. Consequently,
the PBRC Department calculates an adjusted
solvency margin on the basis of the Group’s
consolidated financial statements. This
information is transmitted to the ACAM (the
French insurance industry supervisory
Commission).

The DCFG also maintains a three-year forecast
of the Group’s consolidated solvency margin at
all times, using extreme equity market and
interest rate scenarios.

LIQUIDITY RISK MONITORING AND
MANAGEMENT
The liquidity risk is managed by AXA’s
various operating units. The DCFG monitors
this risk at the consolidated level, carrying
out standardized measurements of the
maturity of resources available to each local
operating unit that may carry a significant risk.
To this end, the DCFG has devised formal
principles for monitoring and measuring
resources, along with liquidity risk management
standards.

– Liquidity is managed centrally and
   conservatively by the DCFG, using
   long-term and mainly subordinated debt
   facilities. In addition, a significant amount of
   unused confirmed medium-term credit
   facilities is maintained as a back-up at
   all times,
– “GIE AXA Trésorerie Europe”, an inter-
   company partnership (GIE), carries out

 

   centralized cash management for AXA
   operating units in the euro zone, using Group
   standards designed to ensure liquidity due to
   the profile of invested assets, particularly
   through the ownership of a significant portfolio
   of assets defined as eligible by the European
   Central Bank (ECB),
– A liquidity back-up plan at the Group level
   also provides AXA with the ability to withstand
   a liquidity crisis.

GROUP FINANCING POLICY AND
MANAGEMENT OF CONSOLIDATED DEBT
To ensure that the Group has ample financial
flexibility, the DCFG liaises with AXA
subsidiaries to coordinate consolidated debt,
and also manages this debt in terms of interest
rate and exchange rate risk. The DCFG has
devised formal principles for managing and
measuring resources in terms of interest rate
and exchange rate risk, with the aim of
maintaining a standardized consolidated
position. To this end, it relies on information
transmitted by subsidiaries. An accounting
reconciliation is carried out at six-month
intervals.

The structure of financial resources and debt
ratios are managed to ensure that they remain
compatible with the Group’s financial strength
rating targets, even in adverse circumstances of
rising interest rates and falling profits. The
structure of financial resources, as well as the
repayment schedule and debt service costs, is
managed on the basis of a three-year plan.

Evaluation and Testing
of Internal Controls

Each year the Group conducts a review of its
internal controls over financial reporting and its
disclosure controls and procedures as part of an
internal due diligence process. It has been
designed to support annual certifications
required to be filed with the United States
Securities and Exchange Commission (SEC) by
AXA’s Chief Executive Officer and Chief
Financial Officer under Section 302 of the US
Sarbanes Oxley Act (SOX). AXA is subject to
Sarbanes-Oxley as a result of its listing on the
New York Stock Exchange. The Group has been


engaged over the last 2 years in a comprehensive
exercise of evaluating, documenting and testing
its internal controls over financial reporting in
preparation for a formal audit of its internal
controls that will be required for its SEC 20F filing
relating to year-end 2006 under Section 404 of
Sarbanes-Oxley Act.

Information and
Communication

Investor Relations
The quality of financial and accounting
information depends upon the production,
review and validation of financial information
between the different services of the Group
Finance Department, and on the principle of
having a single source of information. With very
few exceptions, all financial information reported
by the Group comes from the PBRC
Department. Exceptions arise periodically when
the financial markets request management
information that does not originate from the
Group’s accounting and financial consolidation
systems.

Financial and accounting information is
monitored in different ways depending on the
medium used, with the aim of enhancing
disclosures in both qualitative and quantitative
terms:

Financial communication media (press
releases, press and financial market
presentations, etc.)
Information issued via these media is produced
by the Investor Relations, and is intended to
give a clear and intelligible overview of the
Group’s business and operations (e.g., merger
and acquisition, financing). Key announcements
are reviewed and validated by the Finance
Department and the Legal Department prior to
submission for approval to the Management
Board. Press releases concerning financial
statements are reviewed by the Supervisory
Board. The External Auditors also review press
releases concerning annual and half-year
accounts closings.

 

The Group Financial Communications
Department coordinates relations with analysts
and with AXA Group investors.

Legal documents (Document de Référence)
Several departments within AXA (Investor
Relations, Internal Communication and Legal
Departments) are involved in preparing these
documents. PBRC Department coordinates their
preparation and ensures the overall consistency
of the information contained in them. Each
contributor works to ensure that documents
comply with standards and are clear. They are
submitted for approval to the Management
Board.

All information contained in these legal
documents is also audited by the External
Auditors in accordance with professional
standards applicable in France.

Communications and
Sustainable Development

The Communications and Sustainable
Development Department defines the Group
policy and monitors its roll out worldwide in
terms of internal communications, press
relations (policy, tools and support), sustainable
development, communications to individual
shareholders and corporate philanthropy. It has
the needed resources to release accurate, time
sensitive and reliable information and to manage
the image impairment risk. In addition, it
ensures that information flows smoothly and is
shared throughout the Group. To achieve this
aim, it uses a variety of media, including but not
limited to, a global electronic messaging
system, internet and intranet, document
databases, periodic in-house publications, and
relies on its internal correspondent network and
information processes.

The Group’s scale, along with its focus on
sustainable development, the increasing interest
shown by governments in selling practices, and
the fact that inadequacies have been revealed on
several occasions, has prompted the Group to
increase the resources it allocates to controlling
the quality of its marketing methods and selling
practices.


Ongoing Assessment of
and Improvement in
Internal Control
Procedures

Evaluating corporate governance
structures

The Supervisory Board and some of
its specialized Sub-Committees use
regular self-assessment as a means to
improve performance. The procedures used
to evaluate the Supervisory Board and its
Committees are described in the first section
of this report. The Supervisory Board evaluates
the Management Board through its ongoing
supervision of the latter’s management of
the Group.

Group Audit
Role
The Group’s Internal Audit Department
works on behalf of the Management Board
and the Audit Committee to verify that the
Group’s internal audit systems are efficient and
effective. All Group subsidiaries, companies,
activities and projects fall within
its scope.

Organization and resources
AXA’s internal audit organization is structured
around a central Internal Audit Department
that coordinates and supervises the Group’s
overall internal audit system, and internal
audit teams set up within Group subsidiaries.
The central department operates mainly
through:

– functional management of internal audit teams

    within operating units,
– strategic internal audit assignments.

The Head of the Group’s internal audit
team reports to the Management Board and,
more specifically, to the Management Board
member in charge of the current operations
of AXA’s Finance Department. In addition,
strategic internal audit assignments are
carried out exclusively in accordance with
the written instructions of the Management
Board Chairman. The Head of the Group Internal

 

Audit Department also has a direct
link with AXA’s Audit Committee, serving
as its Secretary, and has a direct and
regular contact with the Chairman of the
Committee.

Local internal audit teams are placed under the
responsibility of a Director, who reports directly
to the local Chief Executive Officer or CFO, and
also to the local internal audit committee. These
local teams have functional reporting ties to the
Group’s Internal Audit Department.

Scope of operations
The Group Internal Audit team fulfills its
responsibilities in two ways:
– It coordinates internal audit teams, which
   entails establishing internal audit directives
   and standards, planning the work done by
   local teams, evaluating that the relevant risk-
   based approach is used, monitoring the
   quality of work and compliance with
   recommendations, ensuring that adequate
   resources are made available to internal audit
   teams. The Group Internal Audit Department
   monitors on an annual basis the internal audit
   teams’ performance indicators and also
   periodically reviews the quality of the work
   done,

– It carries out strategic internal audits, which
   are intended to determine whether the local
   unit management is effectively fulfilling their
   planning, organizational, governance and
   supervisory roles.

Local internal audit teams focus mainly
on identifying the risks facing their units,
and on evaluating monitoring systems that
may help to prevent them or limit their impact.
Their field experience makes their efforts more
effective.

Administration and management
The Group Internal Audit Department complies
with a set of guidelines approved by AXA’s
Management Board and Audit Committee.
Group Audit is working with certain teams to
establish a regional approach to audit coverage,
in line with business structures. In selected
regions Group Audit is sponsoring the
development of more centralized audit
management tools.


The internal audit profession has its own
international organization, the Institute of Internal
Auditors (IIA), which has drawn up a set of
international standards governing practice. These
standards have been recognized by regulators
and adopted by the Group Internal Audit
Department. They are now progressively adopted
by local internal audit teams.

AXA Way
In 2002, AXA launched AXA Way, its continuous
process improvement program designed to
optimize customer service quality, increase
market share and develop distribution. A central
unit, at Group level, is in charge of managing a
common methodology, defining standards,
setting up global targets, tracking and
monitoring the projects. This unit is also
responsible for training local AXA Way teams.

Local operating units develop AXA Way projects
with the support of an AXA Way Leader, and the
sponsoring of a local Chief AXA Way Officer
(who is also a member of the Executive
Committee). While these projects are carried out
on the basis of the aforementioned Group
method, it is sufficiently flexible and can be
adapted to take local issues into account.

Since the launch of AXA strategic initiative
Ambition 2012 in 2005, AXA Way has been
enabling the Differentiation Strategy, aiming
to make of AXA the preferred company.
Key strategic processes have been identified,
action plans have been set up and all AXA Way
teams are highly engaged to raise the service
quality level for exceeding our Customer
expectations.

Self-assessment (scorecards)
Self-assessments (scorecards) are carried
out regularly in areas that are keys to the
Group’s business (IT security, IT governance,
property-casualty insurance, distribution, etc.).

“Scope” survey to the Group’s
employees

Since 1993, AXA has conducted periodic
surveys that encourage employees to express

 

their views on what it is like to work for
AXA. Survey findings are communicated to all
AXA employees, and serve as the basis of a
formal dialogue with management that leads to
the development of targeted action plans. A
summary of the process and action plans are
reviewed by the Management Board. In 2002,
the Scope survey process became an annual
event.

Major incident reporting system
In accordance with the AXA Compliance
Guide, all AXA employees may anonymously
submit any concerns they may have regarding
issues related to accounting, internal control,
auditing or fraud. All AXA employees have the
option of speaking with their supervisor, or with
a representative of their HR, Legal or
Compliance Department or the Group Legal
Department. Alternatively, they may wish to
submit their complaint directly to the Chairman
of the Audit Committee via a dedicated fax
number.

In late 2005, the CNIL (Commission Nationale de
l’Informatique et des Libertés)
adopted and
published guidelines on whistle-blowing hotlines
that set forth its position on the matter.
AXA conducted a review of its own major
incident reporting system to ensure compliance
with the CNIL guidelines.

Monitoring audit
recommendations

All audit assignments generally culminate
in a report with a set of recommendations
for the audited unit or business. All Internal
Audit teams in the Group report the major
findings and action plans to their local
executive management and their local Audit
Committee.

Group Audit recommendations and related
action plans are subject to regular monitoring,
the results of which are submitted to the
AXA Management Board and Audit Committee
for review.

The Audit Committees in the Group play a
strong role in monitoring the plans, staffing


and reporting from the local Internal Audit
teams.

Consolidation
Management,
Reporting, and Control
over Financial and
Accounting Information

Principles
The PBRC (Planning, Budgets, Resultats
Centrale) Department within the Group Finance
Department is responsible for consolidation,
management reporting and control over financial
and accounting information. It works with local
PBR units within the finance departments of
Group subsidiaries. PBRC Policies and
procedures exist to ensure that adequate
monitoring and supervision take place at the
decentralized locations.

The PBRC’s role encompasses:
– establishing and distributing consolidation
   
standards and Group reporting standards, and
   
managing the worldwide network of PBR teams,
– managing the Group’s economic and

    accounting reporting system,
– managing and coordinating the Group’s

    accounts’ into IFRS,
– coordinating the production of AXA’s

Document de Référence
filed with the AMF,
– coordinating AXA’s 20F filed with the SEC,
– developing and using management control
   
tools,
– analyzing quantitative data on Group business
and results, and key performance indicators,
– liaising with the External Auditors

   (independent accountants) and contributing to

   Audit Committee meetings as required.

Financial and accounting information is
consolidated within the Finance Department in
accordance with international accounting
standards (IFRS) as adopted by the European
Union. It is reviewed on the basis of a
complementary economic analysis.

 

Respective responsibilities of the
local and central PBR Departments

The subsidiaries are responsible for the
consolidation and the control of the financial
information produced in their consolidation
sub-group whereas PBRC reviews this
information and produces the Group’s
consolidated financial statements and related
summaries at the Group level.

The role of the PBRC in this process is as follows:
– Upstream of the consolidation and
   control process, it is responsible for
   the information transmission system
   – comprised of the consolidation system,
   consolidation guidelines, reporting
   guidelines and guidelines for measuring
   embedded value
– and for issuing instructions
   to subsidiaries,

– Downstream of the consolidation and audit
   process, it is responsible for reviewing
   financial and accounting information produced
   by subsidiaries, and for reviewing and
   checking the various outputs, including the
   Document de Référence,

– It is also responsible for monitoring and
   resolving technical issues specific to the
   holding company and the entities.

The consolidation system is managed
and updated by a dedicated team.
Financial accounting data that comply
with the Group’s accounting standards and
that reflect consolidation rules under IFRS
accounting standards are entered into the
system locally.

This system is also used to deliver the
management reporting information used to
produce an economic perspective on the
consolidated financial statements. The process
through which this management reporting
information is produced and validated is the
same as that used to prepare consolidated
financial information.

Group accounting standards, which are
consistent with accounting and regulatory
principles for consolidated financial statements,
are set forth in the Group Consolidation
Guidelines. Updated regularly by PBRC experts,


these guidelines are submitted to AXA’s
statutory auditors for review and validation
before being made available to AXA
subsidiaries.

Control mechanisms
As indicated in the previous paragraph, AXA
subsidiaries are responsible for controlling the
financial information produced locally for
consolidation purposes.

Moreover, the review and analysis of financial
and accounting information, which is
consolidated using the aforementioned
system and accompanied by detailed
comments from subsidiaries that make up
the various consolidation sub-groups, are
carried out by teams that liaise with subsidiaries
on a full-time basis. In particular, these teams
review:
– restatements of local GAAP to comply with

    Group standards and consolidation principles,
– all items in the financial statements, including:

    • information provided to the Investor
      Relations Department,
   
• notes to the consolidated financial
      statements,

    •all additional information to the notes and
   published in the Group’s interim and annual
   report,
– the analysis of results, shareholders’ equity

    and the main balance sheet items,
– the activity and management reports.

This organization is used for all Group
publications, i.e. interim and annual
consolidated financial statements, quarterly
revenue releases, and an annual statement of
embedded value.

In all cases, the procedures are those described
above, along with close collaboration with the
External Auditors, which generally work as
follows:

– All changes in accounting standards are
   anticipated in collaboration with AXA’s
   accountants and its statutory auditors and
   implemented after approval adopted by the
   internal accountants as well as the statutory
   auditors,

 

– The main audit issues are addressed and
   resolved in the phase prior to accounts
   closing through closing meetings with local
   and central auditors and local and central
   finance teams,

– The principal options for closing
   the consolidated accounts are presented
   to the Management Board and then to the
   Audit Committee prior to their examination
   of the annual accounts, for validation
   purposes,

– The auditing of financial and accounting data
   is finalized at the accounts closing stage in
   meetings attended by local and central
   auditors and local and central finance teams.
   All of these meetings give rise to a detailed
   audit report.

Other information
Along with work relating to the preparation of
financial statements, the PBRC Department
produces monthly activity reports, quarterly
profitability reports and one half-year and
two full-year sets of forecasts for internal
use, and consolidates the financial data
contained in the budget and the strategic plan.
The PBRC team and the independant auditors
identify risks and validate the proposed
accounting principles and accounts closing
options, working on both annual and half-year
financial statements.

In addition, the production of Group financial
statements involves a process of transmitting
information to Group subsidiaries. This allows
for an assessment of the validity of financial
data, through the transmission of subsidiary-
related data that has been approved by the
subsidiary’s Chief Executive Officer and CFO.
Through this process, the Group CFO is
apprised of the specific conditions under which
the work has been carried out.

It should be noted that due to the high number
of mergers and acquisitions to which the Group
has undertaken in recent years, financial
information is produced by several different
information systems, which are gradually
becoming more integrated.


Conclusion

By implementing the aforementioned structures
of corporate governance and human resources,
as well as the internal departments, procedures
and standards described above, AXA has
acquired an internal control system that is
adapted to the risks of its business.

 

Naturally, this system is not foolproof. However,
it does constitute a robust control structure for a
global organization such as AXA.

Neither the control environment nor the control
system is static. Consequently, Group
Management remains attentive to changes in
this area, so that continuous improvements can
be made to its own internal control system.


PricewaterhouseCoopers Audit   Mazars & Guérard
63, rue de Villiers   Exaltis - 61, rue Henri Régnault
92208 Neuilly-sur-Seine Cedex   92075 Paris-La Défense Cedex
     
Report of the Statutory Auditors, prepared in compliance with the Article L.225-235 of
the French Commercial Code, on the report prepared by the Chairman of
the AXA Supervisory Board pertaining to the internal control procedures relating to
the preparation and treatment of financial and accounting information

(For the year ended December 31, 2006)

 

This is a free translation into English of the statutory auditors' report issued in the French language and
is provided solely for the convenience of English speaking readers. This report should be read in
conjunction with, and construed in accordance with, French law and professional auditing standards

applicable in France.

 

   
To the Shareholders of    
AXA S.A.    
25, avenue Matignon    
75008 Paris    

To the Shareholders,
In our capacity as Statutory Auditors of
AXA SA, and in compliance with the
requirements of the Article L.225-235 of the
French Commercial Code we hereby submit our
report on the report prepared by the Chairman
of the Supervisory Board of your Company in
conformity with the terms of Article L.225-68
of the aforementioned Code, for the year ended
December 31, 2006.

It is the role of the Chairman of the Supervisory
Board to give an account, in his report, notably
of the conditions in which the duties of the
Supervisory board are prepared and organized
and of the internal control procedures in place
within the company.

It is our responsibility to report to you our
observations on the information set out in the
Chairman’s report on the internal control
procedures relating to the preparation and
processing of financial and accounting

 

information to establish the consolidated
financial statements in accordance with IFRSs,
as adopted by the European Union.

We performed our procedures in accordance
with professional standards applicable in
France. These require us to perform procedures
to assess the fairness of the information set out
in the Chairman’s report on the internal control
procedures relating to the preparation and
processing of financial and accounting
information to prepare the consolidated financial
statements in accordance with IFRSs, as
adopted by the European Union. These
procedures notably consisted of:

– Review the aims and general organization of
internal control, as well as the internal control
procedures, as presented in the Chairman’s
report, pertaining to the preparation and
treatment of accounting and financial
information used to establish, the
consolidated financial statements in


accordance with IFRSs, as adopted by the
European Union;

– Review the work serving as the basis for the
information and data provided in this report.

On the basis of these procedures, we have no
matter to report in connection with the
information contained in the report of the
Chairman of the Supervisory Board, which was

  prepared in accordance with the requirements of
the Article L.225-68 of the French Commercial
Code, relating to the internal control procedures
applied within the Company in connection with
the preparation and treatment of accounting and
financial information used to establish the
consolidated financial statements in
accordance,with IFRSs, as adopted by the
European Union.

 

Neuilly-sur-Seine and Courbevoie, April 10, 2007

 

 

 

 

The Statutory Auditors

 

PricewaterhouseCoopers Audit
Yves Nicolas – Eric Dupont
Mazars & Guérard
Patrick de Cambourg – Jean-Claude Pauly
     

FULL DISCLOSURE

ON EXECUTIVE AND EMPLOYEES
COMPENSATION AND SHARE
IN CAPITAL

Management bodies
members and executive
compensation

Compensation of the Management
Board and the Executive
Committee members

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.

The executive compensation policy aims at:
– attracting, retaining and motivating the best

    talents,
– driving superior performance,

 


– aligning compensation levels with business
   performance.

It follows 3 guiding principles:
– compensation competitiveness on

    international markets,
– internal equity, based on individual and

    collective performance,
– financial ability to pay.

Executive compensation is therefore structured
as to foster and reward performance:
– both at individual level and collective level

(local business entity and AXA Group),
– both with a short-term, medium-term and
long-term focus.

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,
– 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:

 

    Real   Target  
Variable compensation for the year 2000 paid in 2001   €1,381,373   €1,750,000  
Variable compensation for the year 2001 paid in 2002   €719,967   €1,750,000  
Variable compensation for the year 2002 paid in 2003   €1,419,277   €2,000,000  
Variable compensation for the year 2003 paid in 2004   €1,824,728   €2,000,000  
Variable compensation for the year 2004 paid in 2005   €2,304,277   €2,000,000  
Variable compensation for the year 2005 paid in 2006   €2,671,626   €2,000,000  
Variable compensation for the year 2006 paid in 2007   €3,064,149   €2,500,000  

 

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,
– individual performance, evaluated on the basis

of specific objectives.

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 (€)
  Total compensation paid in respect of 2006 (€)     Variable component paid in 2006 (€)     Total compensation paid in 2006 (€)     Variable component paid in 2005 (€)   Total compensation paid in 2005 (€)
    (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   1,402,696   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
A. Penn (in Australia) (5)   429,316   420,000     26,251   875,567   401,029   856,596   266,987   694,669
E. 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   28,274,314   15,039,637   20,852,679
(1) A. Bouckaert was appointed as member of the Management Board on October 11th, 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 1st, 2006.
(4) Compensation and benefits in kind paid to N. Moreau include benefits paid in respect of his expatriate status in the UK from 1st July 2006.

(5) A. Penn was appointed as member of the Executive Committee on October 1st, 2006.

(6) E. Teysen joined AXA on 16th August 2005 and has been appointed as member of the Executive Committee on October 1st, 2006. Compensation and benefits in kind paid to E. Teysen include benefits paid in respect of his expatriate status in Germany until 31st December 2006.

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%;
France: 51%, including an additional 11% for
social taxes; the United Kingdom: 40%;
Singapore: 20%.
  Compensation of the Supervisory Board members
Directors’ fees paid to Supervisory Board
members
The members of the Supervisory Board do not
receive compensation, with the exception of a
fee for attending meetings. The amount of
directors’ fees paid to AXA’s Supervisory Board
members is indicated in the table below on
Supervisory Board members.

 

          (gross amounts, in euros)  
    Directors fees earned in 2007
for 2006
  Directors fees earned in 2006
for 2005
 
Current members of the Supervisory Board              
Claude Bébéar   123,456.79     121,309.91    
Jean-René Fourtou   110,136.74     118,927.31    
Léo 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    
Mrs 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;
– 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, 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) has received during the
year 2006 a total amount of retirement pension
of €433,766.

The representative of the employee
shareholders at the Supervisory Board
(Mr. Jacques Tabourot) has received during the
year 2006 a total amount of €223,447 as a pre-
retirement compensation.

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 at the Supervisory
Board (Mr. Jacques Tabourot) participate, as all
other executives of AXA Group companies in
France, to a supplementary pension scheme
pursuant to article 39 of the Code Général des
Impôts.

This scheme, which exists since January 1st,
1992, has been modified with effect from
January 1st, 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 immediately
upon leaving the AXA Group, at 60 at the
earliest, and who have a minimum length of
service of 10 years, of which at least 5 years as
an executive.

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.

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 SA 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
(CFE-CGC) 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 $5m. Payment
of this remuneration would cease as soon as he
would 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.


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 10 years.
They are granted at fair market value, with no
discount, and become exercisable upon vesting,
generally in thirds between 2 and 4 years
following the grant date.

Annual grants are 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:

 

  grants to members of the Management Board,
which are approved by the Supervisory Board
(acting on the recommendation of its
Compensation Committee).

In 2006, options granted to Management Board
and Executive Committee members are
associated with a performance condition: the
last tranche, i.e. 1/3 of the options granted, will
be exercisable only if the AXA share price has
out-performed the EuroStoxxInsurance index.

The evolution of the AXA share and of the index
is measured between the grant date of the
options and the exercise date of the last
tranche.

If this performance condition is not met at that
date, a new test will occur at each anniversary
date and the last tranche will be exercisable
from one of these dates only if the performance
condition is met.
If the performance condition has not been met at
the expiry date of the options, the last tranche of
options will be automatically cancelled.

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.
– importance of the job => role  
– importance of the individual in the job => retention  
– importance of the individual in the future => potentiel  
– quality of the individual contribution => performance  
     
Individual option grants are approved by the
Management Board, with the exception of
   

(1) In light of an AXA Financial all-employee stock option program in 2001.


Stock option plans summary

AXA
                                       
Date
of grant
  Date of the
Shareholders
Meeting
  Total options
granted
(adjusted
numbers)
  Number
of beneficiaries
  Total options
granted to
Executive
Committee
  Number
of
beneficiaries
Executive

Committee

(current form)
  Starting date
of the exercise

of options
  Expiry date  
22/01/1997   08/06/1994   5,319,536     61     706,853     7     22/01/1999   22/01/2007  
22/01/1997   08/06/1994   83,300     1         7     22/01/1999   22/01/2007  
10/09/1997 (1)   20/12/1992   171,064     1     171,064     1     10/09/1999   10/09/2007  
30/09/1997   12/05/1997   208,248     2         7     30/09/1999   30/09/2007  
20/04/1998   12/05/1997   274,880     9         7     20/04/2000   20/04/2008  
20/04/1998   12/05/1997   9,540,732     348     1,020,341     9     20/04/2000   20/04/2008  
07/05/1998 (2)   28/05/1997   1,549,509     1             07/05/2000   07/05/2008  
26/05/1999 (2)   28/05/1997   682,888     1             26/05/2001   26/05/2009  
26/05/1999 (2)   26/05/1999   479,243     1             26/05/2001   26/05/2009  
09/06/1999   05/05/1999   4,328,985     180     839,242     7     09/06/2001   09/06/2009  
09/06/1999   05/05/1999   3,219,178     168     54,144     2     09/06/2001   09/06/2009  
18/11/1999   05/05/1999   472,601     91             18/11/2001   18/11/2009  
05/07/2000   05/05/1999   7,786,291     889     780,047     10     05/07/2002   05/07/2010  
05/07/2000 (2)   26/05/1999   794,123     5     290,535     1     05/07/2002   05/07/2010  
12/07/2000   05/05/1999   282,637     113     25,520     1     12/07/2002   12/07/2010  
13/11/2000   05/05/1999   299,702     98             13/11/2002   13/11/2010  
(1) Ex-LOR FINANCE.
(2) Ex-FINAXA.
 

Vesting schedule   Exercise
price euros
(adjusted price)
  Discount   Number of options
exercised as
at 31/12/2006
  Options cancelled,
forfeited and
not granted as
at 31/12/2006
  Balance as
at 31/12/2006
 
25% – 22/01/1999
50% – 22/01/2000
75% – 22/01/2001
100% – 22/01/2002
  11.79   4.96%   4,858,470   450,800   10,266  
25% – 22/01/1999
50% – 22/01/2000
75% – 22/01/2001

100% – 22/01/2002
  12.41     83,300      
25% – 10/09/1999
50% – 10/09/2000

75% – 10/09/2001

100% – 10/09/2002
  11.00     85,000     86,064  
25% – 30/09/1999
50% – 30/09/2000

75% – 30/09/2001

100% – 30/09/2002
  14.43     156,185   52,063    
25% – 20/04/2000
50% – 20/04/2001

75% – 20/04/2002

100% – 20/04/2003
  24.25     65,978   54,144   157,758  
25% – 20/04/2000
50% – 20/04/2001

75% – 20/04/2002

100% – 20/04/2003
  23.04   5.00%   1,959,829   2,698,359   4,882,744  
25% – 07/05/2000
50% – 07/05/2001

75% – 07/05/2002

100% – 07/05/2003
  21.46   5.00%       1,549,509  
25% – 26/05/2001
50% – 26/05/2002

75% – 26/05/2003

100% – 26/05/2004
  23.91         682,888  
25% – 26/05/2001
50% – 26/05/2002

75% – 26/05/2003

100% – 26/05/2004
  23.91         479,243  
25% – 09/06/2001
50% – 09/06/2002

75% – 09/06/2003

100% – 09/06/2004
  27.52     114,196   1,220,298   2,994,491  
25% – 09/06/2001
50% – 09/06/2002

75% – 09/06/2003

100% – 09/06/2004
  27.52     176,734   1,010,858   2,031,586  
25% – 18/11/2001
50% – 18/11/2002

75% – 18/11/2003

100% – 18/11/2004
  31.45       251,897   220,704  
33% – 05/07/2002
66% – 05/07/2003
100% – 05/07/2004
  39.91       2,528,769   5,257,522  
25% – 05/07/2002
50% – 05/07/2003

75% – 05/07/2004

100% – 05/07/2005
  42.29       251,796   542,327  
25% – 12/07/2002
50% – 12/07/2003

75% – 12/07/2004
100% – 12/07/2005
  40.01       173,672   108,965  
33% – 13/11/2002
66% – 13/11/2003
100% – 13/11/2004
  37.74       65,392   234,310  

 

Date
of grant
  Date of the Shareholders Meeting   Total options
granted
(adjusted
numbers)
  Number
of beneficiaries
  Total options
granted to
Executive
Committee
  Number of beneficiaries Executive Committee (current form)   Starting date of the exercise of options   Expiry date  
09/05/2001   09/05/2001   10,066,038     1,419     1,669,708     10     09/05/2003   09/05/2011  
30/05/2001 (2)   26/05/1999   871,600     1             30/05/2003   30/05/2011  
27/02/2002   09/05/2001   10,075,889     1,655     2,043,412     11     27/02/2004   27/02/2012  
14/03/2003   09/05/2001   2,904,151     229     2,170,786     8     14/03/2005   14/03/2013  
14/03/2003   09/05/2001   8,206,592     1,721     647,643     3     14/03/2005   14/03/2013  
02/04/2003 (2)   30/05/2001   1,781,935     3             02/04/2005   02/04/2013  
26/03/2004   03/05/2002   10,478,765     2,186     2,503,499     11     26/03/2006   26/03/2014  
14/04/2004 (2)   21/05/2002   484,222     1             14/04/2006   14/04/2014  
29/03/2005   03/05/2002   3,608,908     774     776,569     2     29/03/2007   29/03/2015  
29/03/2005   03/05/2002   8,644,096     2,132     2,288,179     11     29/03/2007   29/03/2015  
06/06/2005   03/05/2002   16,575     5             06/06/2007   06/06/2015  
27/06/2005   03/05/2002   235,108     238             27/06/2007   27/06/2015  
01/07/2005   03/05/2002   24,442     1             01/07/2007   01/07/2015  
28/07/2005   11/05/2004   478,722     1             28/07/2007   28/07/2015  
21/09/2005   20/04/2005   111,715     6             21/09/2007   21/09/2015  
31/03/2006   20/04/2005   2,702,580     861     948,340     2     31/03/2008   31/03/2016  
31/03/2006   20/04/2005   7,446,718     2,418     2,098,845     11     31/03/2008   31/03/2016  
31/03/2006   20/04/2005   1,194,073     1,002             31/03/2010   31/03/2016  
25/09/2006   20/04/2005   52,451     10             25/09/2008   25/09/2016  
25/09/2006   20/04/2005   22,257     29             25/09/2010   25/09/2016  
13/11/2006   20/04/2005   7,233     5             13/11/2010   13/11/2016  
(1) Ex-LOR FINANCE.
(2) Ex-FINAXA.

(3) Options exercised by the heirs of a deceased beneficiary.

NB: the number of options and the exercise prices have been adjusted for the rights issues in relation with the capital increase realised to finance part of the Winterthur acquisition.
 

Vesting schedule   Exercise
price euros
(adjusted price)
  Discount   Number of options
exercised as
at 31/12/2006
  Options cancelled,
forfeited and
not granted as
at 31/12/2006
  Balance as
at 31/12/2006
 
33% – 09/05/2003
66% – 09/05/2004

100% – 09/05/2005
  31.49       2,489,189   7,576,849  
25% – 30/05/2003
50% – 30/05/2004

75% – 30/05/2005
100% – 30/05/2006
  33.37         871,600  
33% – 27/02/2004
66% – 27/02/2005

100% – 27/02/2006
  20.45     1,872,513   1,358,013   6,845,373  
33% – 14/03/2005
66% – 14/03/2006

100% – 14/03/2007
  10.73     933,456   127,528   1,843,167  
33% – 14/03/2005
66% – 14/03/2006
100% – 14/03/2007
  10.73     1,888,886   731,810   5,585,896  
33% – 02/04/2005
66% – 02/04/2006

100% – 02/04/2007
  12.11         1,781,935  
33% – 26/03/2006
66% – 26/03/2007
100% – 26/03/2008
  17.31     553,080   648,585   9,277,100  
33% – 14/04/2006
66% – 14/04/2007

100% – 14/04/2008
  15.37         484,222  
33% – 29/03/2007
66% – 29/03/2008
100% – 29/03/2008
  20.44       60,960   3,547,948  
33% – 29/03/2007
66% – 29/03/2008

100% – 29/03/2008
  20.18     5,745 (3)   306,693   8,331,658  
33% – 06/06/2007
66% – 06/06/2008
100% – 06/06/2008
  19.48         16,575  
33% – 27/06/2007
66% – 27/06/2008
100% – 27/06/2008
  19.79       4,412   230,696  
33% – 01/07/2007
66% – 01/07/2008

100% – 01/07/2008
  20.40         24,442  
33% – 28/07/2007
66% – 28/07/2008
100% – 28/07/2008
  21.04       478,722    
33% – 21/09/2007
66% – 21/09/2008
100% – 21/09/2008
  21.48       49,213   62,502  
33% – 31/03/2008
66% – 31/03/2009

100% – 31/03/2010
  28.61       333   2,702,247  
33% – 31/03/2008
66% – 31/03/2009

100% – 31/03/2010
  28.43       102,903   7,343,815  
100% – 31/03/2010   28.61         1,194,073  
33% – 25/09/2008
66% – 25/09/2009

100% – 25/09/2010
  28.71         52,451  
100% – 25/09/2010   28.71         22,257  
100% – 13/11/2010   30.31         7,233  

Stock options granted and/or exercised by management bodies members
in 2006

                                 
    AXA STOCK OPTIONS   AXA ADR STOCK OPTIONS  
    Options granted   Options exercised   Options granted   Options exercised  
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   10.73            
                37,788   10.73                      
C. CONDRON (USA)   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. BEBEAR (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) Underligned numbers indicate exercises of options where the AXA shares have been retained or given by beneficiaries.  

Stock options exercised by Claude Bébéar are options granted in 1997 and those exercised by Jacques Tabourot are
options granted in 1997 and 2003.

Stock options granted and/or exercised by the top 10 beneficiaries
(outside the management board) during 2006

Stocks options granted or exercised by the top 10 beneficiaries
(outside the Management Board) during 2005
  Number of options
granted or exercised
  Weighted average price
(euro)
 
Stock options granted   1,121,327     28.49    
Stock options exercised   2,291,757     19.50    

Stock options held by management bodies 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 783,334 options on AXA Asia Pacific Holdings.
 

 

Performance shares and
performance units

Since 2004, stock options have partially been
replaced by performance units.

From 2005, performance units are replaced in
France by performance shares. Performance
shares are free shares subject to performance
conditions.

Performance units/shares aim at:

– Reward and retain the best talents by the
intrinsic performance of the AXA Group and of
their operational business unit as well as the
performance of the AXA share price on the
medium-term (2 to 4 years);

– Reduced shareholder dilution by granting less
stock options.
Grant criterias for performance units 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 which will be 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 in 2004 and 2005
have been :
• for the business unit : underlying earnings
and adjusted earnings;
• 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 SA share during the
past 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 a remuneration.

– 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
SA 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 definitely acquired at the end of the acquisition period are restricted from sale during a 2-year period.

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 the Annual General Meeting of
April 20, 2005. A total of 743,310 performance
shares have been granted to 1,154 beneficiaries
in France.

Furthermore, 770 employees in France have
elected to renounce to their performance units
granted in 2004 and have been granted on
April 21, 2005 an equivalent number of shares.
As a 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 at Acquisition  
Date   Units
granted
  actually
granted
at stake at
31/12/2006
cancelled at
31/12/2006
acquired at
31/12/2006
31/12/2006 Date   Units
acquired
26/03/2004   1,037,116   607,133   198,259
450,113
  462,362   764   650,285
965,608
  26/03/2007    
29/03/2005   938,880   525,489     39,300   547     29/03/2007    
31/03/2006   1,453,441     1,431,755   21,073   613   1,431,755   31/03/2008    
NB: 1,924 Performance units have been acquired further to the decease of beneficiaries in 2005 and 2006.  

Performance / Restricted shares

Initial grant   Shares Units Shares Shares Balance at Acquisition  
Date   Shares
granted
  actually
granted
at stake at
31/12/2006
cancelled at
31/12/2006
acquired at
31/12/2006
31/12/2006 Date   Shares
acquired
 
21/04/2005   743,310   410,828   364,477
122,991
  13,186
4,263
  1,046
102
  773,032
260,809
  21/04/2007    
21/04/2005   250,306 (a)   138,261       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.
NB: 1,206 shares have been acquired further to the decease of beneficiaries in 2005 and 2006.

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 at
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

    Initial grant   Shares / Units   Shares / Units    
    Date   Shares / Units
granted
  actually
granted
  at stake at
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
  28,085
11,234 (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
  42,894
15,932 (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 at
31/12/2006
 
H. de Castries   31/03/2006
31/03/2006
  57,191     57,191  
A. Bouckaert     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  

Units   Units   Balance at   Acquisition  
cancelled at
31/12/2006
  acquired at
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 at   Acquisition  
cancelled at
31/12/2006
  acquired at
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 at   Acquisition  
cancelled at
31/12/2006
  acquired at
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    

Share ownership of management bodies members

Members of the Management Board

  Number of shares and number of units of mutual funds owned as of December 31, 2006
    AXA Shares AXA ADR Units of AXA
Actionnariat
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  

 

At 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.

Each member of the Management Board is
required to hold a certain number of shares
based on his annual compensation (fixed +
target variable).

The Supervisory Board agreed to the following rules:

– For the Chairman of the Management Board:
ownership of shares worth at least three times
his total annual compensation.

– For the other members of the Management
Board: ownership of shares worth at least

twice their total annual compensation.

To calculate the level of ownership, the following
shares will be taken into account: AXA shares,
AXA ADRs, mutual fund units invested in AXA
stock, and AXA APH and AllianceBernstein
shares.

The Chairman of the Management Board has
one year, and the other members of the

 

Management Board have five years from their
nomination date, to achieve compliance with
these levels.

On February 28, 2007, Messrs Henri de Castries,
Alfred Bouckaert, Claude Brunet, Denis Duverne
and Christopher Condron were already in
compliance with this requirement.

On March 30, 2004 and on December 28, 2004,
Messrs Henri de Castries, Claude Bébéar,
Denis Duverne and other AXA shareholders had
entered into two agreements providing for an
engagement to hold their AXA shares for a
period of 6 years in order to take advantage of
the favorable wealth tax (ISF) regime provided
by the “Dutreil” Act of August 1, 2003. The first
agreement related to 20.35% of the capital of
AXA as of year-end 2004 and the second one
related to 20.52%. The parties to the
agreements must hold their shares throughout
this 6 year period in order to maintain the 50%
abatement applied in 2004 and 2005 to the
value of these shares subject to ISF. However,
they are no longer eligible for this favorable
wealth tax regime from 2006 on, because the
collective holding threshold of at least 20% of
AXA’s share capital is no longer reached
following the merger of FINAXA into AXA.


Members of the Supervisory Board

    Number of shares owned as of December 31, 2006
    AXA Shares AXA ADR
Claude Bébéar   2,628,209    
Jean-René Fourtou   10,780   1,356  
Leo 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    
Mme Dominique Reiniche   100    
Ezra Suleiman   3,225    
Jacques Tabourot   85,188    
(a) Purchase of 900 additional shares in January 2007.          

 

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 of 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, in one
offering, through the issue of shares to
employees of the Group 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
proposed 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 and was open to all Group
employees through voluntary contributions.

Approximately 30,000 employees in 32 countries took part in Shareplan 2006, and participating employees invested a total of 375.5 million euros (up 23.4% compared with the 304.3 million euros invested in December 2005), as follows:

– 51.8 million euros in the traditional plan (versus 33.7 million euros in December 2005);

– 323.7 million euros in the investment leverage plan (versus 270.6 million euros in December 2005).

A total of 15.5 million new ordinary shares were
issued, each with a par value of 2.29 euros.
These shares began earning dividends on
January 1st, 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.


PRINCIPAL STATUTORY

INFORMATION CONCERNING
THE COMPANY

Corporate Name
AXA

Registered principal offices:

25, avenue Matignon
– 75008 Paris

Legal form and governing law
A form of limited liability company (French
société anonyme) with a Management Board
and a Supervisory Board, governed by the laws
of France, in particular the French Company
Code (the Code de Commerce) and the French
Insurance Code (the Code des Assurances).

Incorporation and life of the Company
The Company was incorporated in 1852. The
corporate life of the Company is set to expire on
December 31, 2059, unless it is prolonged after,
or wind-up before, this date.

Corporate purpose (Article 3 of the articles
of
incorporation and Bylaws):

– to acquire, manage and/or dispose of equity interests in French or foreign companies or businesses, regardless of their legal form;

– to perform any and all transactions directly or indirectly related to the foregoing or in furtherance thereof;

– in particular, to acquire and manage equity interests in any form, directly or indirectly, in any French or foreign company engaged in the insurance business.

Trade and Company Register
No. 572.093.920 in the Paris Trade and
Company Register
APE Code: 741 J

Fiscal year
From January 1st to December 31st.

Distribution of profits Net profits for the fiscal year and any retained
earnings, less any prior losses and amounts

 

appropriated to reserves in accordance with
applicable law, constitute the distributable profit.
Shareholders have control over this profit, and
may decide at the annual general meeting on its
appropriation as well as on the distribution of
sums drawn from the reserves under its control.
In such case, the shareholders’ decision
expressly indicates the reserve accounts from
which amounts are to be drawn.

With the exception of a reduction in the share
capital, no dividend may be paid out to
shareholders if the amount of shareholders’
equity is less than the share capital plus the
reserves that, by law, cannot be distributed.
Likewise, no dividend may be paid out if this
would cause shareholders’ equity to fall below
said threshold.

Meetings of shareholders and
voting power

Shareholders are convened, meet, and
deliberate in accordance with applicable law
and regulations.

All shareholders are entitled to attend these
meetings, either in person or by proxy, provided
that they show valid proof of ID and share
ownership.

The right to attend the shareholders’ meetings
of companies whose stock is traded on a
regulated market or transactions of a central
depository is evidenced by an accounting entry
showing the number of shares in the name of
the shareholder of record (or the intermediary of
record for the account) in accordance with the
seventh paragraph of Article L. 228-1 of the
French Commercial Code, on the third business
day preceding the meeting at midnight (Paris
time), either in the nominee share ownership
records kept by the company or in the bearer
share records kept by a qualified intermediary.


The accounting registration or recording of the
shares in the bearer share accounts on the
books of the qualified intermediary is evidenced
by a certificate of attendance delivered by the
latter, by electronic means where applicable,
pursuant to the terms and conditions set forth in
Article 119 of the French decree n° 67-236 of
March 23, 1967, appended to the proxy or mail-
in voting slip or upon request for an admission
card established in the name of the shareholder
or on behalf of the shareholder represented by
the registered intermediary. A certificate is also
delivered to any shareholder wishing to
physically attend the meeting but who has not
received an admission card by the third
business day preceding the scheduled date of
the meeting at midnight (Paris time).

If a shareholder has already voted by mail, sent
a proxy card or requested his or her admission
card or certificate of attendance, he or she may
no longer opt for another way of participating in
the meeting.

A shareholder who has already voted by mail,
sent a proxy card or requested his or her
admission card or certificate of attendance may,
at any time, sell or otherwise transfer ownership
all or some of his or her shares.

However, if the sale or transfer of ownership of
such shares occurs before the third business
day preceding the date of the shareholder
meeting at midnight (Paris time), the company
invalidates or modifies accordingly, as the case
may be, the vote that was mailed in, the proxy
that was granted, the admission card, or the
certificate of attendance. To this end, the
qualified intermediary of record with whom the
shares are registered notifies the company or
agent of the sale or transfer and transmits the
required information.

No sale or transfer or ownership completed after
the third business day prior to the meeting at
midnight (Paris time), nor any other transaction
completed after this same date and time,
regardless of the means by which it is
completed, shall be notified by the qualified
intermediary or otherwise taken into account by
the company, notwithstanding any agreement to
the contrary.

 

As a consequence of the new measures which
have been enforced on January 1, 2007, the
bylaws of the Company will be modified during
the Shareholder meeting on May 14, 2007.

Shareholders may vote by mail in accordance
with legislation and regulations in force
.

Each shareholder is entitled to one vote per
share held. However, since the Extraordinary
Shareholders’ meeting of May 26, 1977,
Article 23 of the Company bylaws provides that
holders of shares that are fully paid up and
registered in the name of their owner for at least
two years at the end of the calendar year
preceding the scheduled date of a shareholders’
meeting enjoy double voting rights with respect
to these shares. In the event of a share capital
increase through capitalization of reserves,
profits, share or issue premiums, registered
shares that are freely allotted to shareholders on
the basis of existing shares granting a double
voting right shall also grant a double voting right
to their holders.

The relevant paragraphs of the French
Commercial Code provide that the right to a
double vote ceases automatically when the
share to which it is attached is converted to
bearer status. This right also ceases
automatically in the event that shares are
transferred, with the proviso that the transfer is
one of ownership. Accordingly, this right stands
in the event of a transfer in the form of
collaterals or a transfer of use rights. Moreover,
a transfer of ownership that occurs in
connection with succession, liquidation of an
estate between spouses, or donation to a
relative does not lead to the loss of acquired
double voting rights.

Moreover, the French Commercial Code
provides that the shareholders may not revoke
this right to a double vote unless a special
meeting of the holders of such rights has been
held to authorize this revocation.

The law also allows the Company to request
from the depository trust company concerned,
at its own expense and at any time, information
pertaining to the identity of holders of shares of
the Company carrying immediate or future


voting rights in shareholder meetings, as well as
the number of shares held by each individual or
legal entity.

Notification of statutory thresholds
(Article 7 of the articles of incorporation and
Bylaws)
Any person or entity that directly or indirectly
becomes the owner of at least 0.5% of the
share capital and/or voting power must notify
the Company of the total number of shares held.
Notification must be made by certified letter,
return receipt requested, within five days of the
date on which the shares that allowed the
holder to reach or pass said threshold were
registered.

 

This notification must be made whenever an
additional 0.5% threshold is reached.

Failure to comply with the requirement to
disclose the passing of statutory thresholds may
entail the forfeiture of the voting rights attached
to any shares that exceed the aforementioned
thresholds if ownership of these shares has not
been duly disclosed to AXA. This period of
forfeiture may last for two years as of the date
on which the holder complies with these
disclosure requirements.


INFORMATION

CONCERNING THE SHARE CAPITAL
OF THE COMPANY

Share capital as of
December 31, 2006

As of December 31, 2006, AXA’s fully paid up
share capital totaled €4,792,714,239.06 divided
into 2.092.888.314 shares with a par value
  of €2.29 and eligible for dividends as of
January 1, 2006.

Change in share capital

Date Operations   Number of
shares issued
  Issue premium   Number of shares
after the operation
  Amount of share capital after the operation in euros)  
2004 Exercise of stock options   198,198   1,560,737   1,778,301,333   4,072,310,053  
Exercise of stock options   418,104   3,177,766 1,778,719,437 4,073,267,511  
Exercise of stock subscription warrants
(employees in Germany)
  13,766   141,851   1,778,733,203   4,073,299,035  
New equity issue reserved for AXA employees in France   1,668,797   18,690,526   1,780,402,000   4,077,120,580  
Bonds payable into shares (ORAN, financing for
the acquisition of MONY)
  110,245,309   1,143,794,078   1,890,647,309   4,329,582,338  
Exercise of stock options   408,081   2,636,812   1,891,055,390   4,330,516,843  
Exercise of stock subscription warrants
(employees in Germany)
  7,643   77,400   1,891,063,033   4,330,534,346  
New equity issue reserved for employees of AXA   16,495,888   182,658,904   1,907,558,921   4,368,309,929  
New equity issue reserved for employees of AXA (ABSA)   691,167   10,077,215   1,908,250,088   4,369,892,702  
Exercise of stock options   192,371   1,177,460   1,908,442,459   4,370,333,231  
Conversion of stock subscription warrants
by German employees
  1,711   17,513   1,908,444,170   4,370,337,149  
2005 Exercise of stock options   46,789   305,298   1,908,490,959   4,370,444,296  
Exercise of stock options   2,224,844   17,509,581   1,910,715,803   4,375,539,189  
Exercise of stock subscription warrants   27,983   308,505   1,910,743,786   4,375,603,270  
Share capital increase following the definitive
completion of the merger of FINAXA into AXA
  299,012,355   4,308,368,615   2,209,756,141   5,060,341,563  
Exercise of stock options   480,947   5,232,868   2,210,237,088   5,061,442,932  
Exercise of stock subscription warrants   6,871   90,044   2,210,243,959   5,061,458,666  
Share capital reduction by cancellation of shares   – 19,809,693   – 466,353,090   2,190,434,266   5,016,094,469  
New equity issue reserved for employees of AXA   1,866,614   29,455,181   2,192,300,880   5,020,369,015  
New equity issue reserved for employees of AXA   13,728,714   222,657,172   2,206,029,594   5,051,807,770  
New equity issue reserved for employees of AXA (ABSA)   656,862   13,327,733   2,206,686,456   5,053,311,984  

Date Operations   Number of
shares issued
  Issue premium   Number of shares
after the operation
  Amount of share capital after the 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
(employees in Germany)
  14,525   152,438   1,871,961,589   4,286,792,039  
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
(employees in Germany)
  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
(employees in Germany)
  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
(employees in Germany)
  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
(employees in Germany)
  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
(employees in Germany)
  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
(employees in Germany)
  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
(employees in Germany)
  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  

 

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. Consequently,
holders 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.

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.

AXA subordinated convertible bonds as
of February 28, 2007

        Subordinated convertible bonds from February 17, 2000  
Number of bonds       6,646,524  
Issue price       €165.50  
Total principal amount       1,099,999,722 euros  
Closing date       February 17, 2000  
Maturity date       January 1, 2017  
Coupon       3.75%  
Conversion       Starting February 17, 2000: 4.15* shares for 1 bond  
Maturity of the bonds       Redemption on January 1st, 2017 at 269.16 euros per bond, i.e. 162.63%
of the nominal amount
 
Early redemption      

– The Company may purchase the notes on any Stock Exchange or other-
wise in accordance with applicable law, including by way of tender for
purchase or exchange,

– at the option of the issuer, in cash, from January 1st, 2007 at a price with
a gross 6.00% actuarial yield, if the Company’s share average over
10 consecutive days is above 125% of the anticipated repayment price,

– at any time, at the option of the issuer, at 269.16 euros if the number of
bonds in circulation is below 10% of the number of bonds issued.

 
Number of bonds in circulation as of February 28, 2006       6,637,107  
(a) Following the capital increase with preferential subscription rights made by AXA to finance part of the Winterthur acquisition, the conditions of conversion of AXA 3.75%
2017 convertible bond have been adjusted. The conversion ratio has been increased from 4.06 to 4.15 AXA shares ( €2.29 par) for 1 convertible bond (see Euronext notice
n°2006-2063 published on July 18, 2006).
 

Description of the company’s own shares buyback
program to be submitted to shareholders’ approval
on May 14, 2007

Date of the Shareholders’ meeting called to authorize the program
May 14, 2007

Self-held shares and shares owned by subsidiaries as of February 28, 2007

    Number of shares   % of share capital   Par value
(in euros)
  Book value
(in euros)
 
Self-held shares   3,359,464   0.16%   €7,693,173   €108,040,362  
Shares owned
by subsidiaries
  22,962,469   1.10%   €52,584,054   €738,473,003  

Analysis of self-held shares in terms of objectives as of February 28, 2007

    Liquidity contract   Bond conversions, stock
options hedging, etc.
  Cancellation  
Number of self-held shares   1,860,000   1,499,464    

 

Objectives of the Company’s own
shares buyback program

European Regulation n° 2273/2003 which came
into force on October 13, 2004, expressly
provides that shares purchased in connection
with own stock buyback programs must serve
one of the following purposes:

(i) to reduce share capital through the
cancellation of the shares purchased;

(ii) to fulfill obligations related to the issuance of
debt securities with an immediate or
deferred claim on the capital of the issuer, as
well as stock options programs or other
share allocations made to employees of the
issuer or one of its affiliates.


Besides, the European Directive n°2003/6/CE on
market abuse offers the option of pursuing
accepted market practices. Accordingly, under
the terms of the AMF position on “the
implementation of the new regulation on own
shares buyback programs”,
published in
March of 2005, two market practices are
accepted in addition to the objectives allowable
under the European Regulation:

(i) liquidity contracts entered into with an
investment services provider in compliance
with the code of conduct drawn up by AFEI;

 

(ii) purchases made by the issuer for
the purpose of holding its own shares
for subsequent tender offers.


Pursuant to the provisions of the European
Regulation and in accordance with market
practices allowed by the AMF, the objectives of
the Company’s own shares buyback program
that will be submitted to the shareholders’
approval on May 14, 2007 are the following:

a) optimizing the liquidity of AXA securities,
notably to foster regular and liquid trading in
the securities through a liquidity contract that
complies with the AFEI Code of conduct
approved by the AMF, entered into with an
investment services provider (liquidity
provider) in compliance with the market
practices accepted by the AMF,

b)  (i) hedging stock options offered to some or
all employees or directors and officers of the
Company and/or affiliates as defined in Article
L.225-180 of the French Commercial Code,
(ii) granting free shares to employees and
former employees enrolled in a company
savings plan sponsored by the Company or
the AXA Group, and/or (iii) granting free
shares to employees and directors and
officers of the Company and its affiliates as


defined in Article L.225-197-2 of the French
Commercial Code, in connection with the
provisions of Articles L.225-197-1 et seq of
the French Commercial Code,

c)  holding or tendering such shares later in
payment or in exchange, especially in
connection with potential external growth
acquisitions, in compliance with the market
practices accepted by the AMF,

d) remitting shares during the exercise of
rights attached to bonds with an immediate

 

or future claim on shares of the
Company,

e) cancelling some or all of these shares for the
purpose of optimizing cash management,
return on equity and earnings per share,
subject to shareholders approval of the
thirteenth extraordinary resolution hereinafter,
which authorizes this cancellation, and/or,
more generally,

f)  performing all operations in compliance with
the laws and regulations in force.

Share buyback program submitted to shareholders approval
on May 14, 2007

Type of securities   Maximum % of share capital
as of February 28, 2007
  Maximum number
of shares
  Maximum purchase price
(per share)
 
Shares   8.74% (a)   182,975,779   €45  
(a) 10% of share capital less the % of shares held by subsidiaries and self-held shares.  

 

AXA will not go above the 10% maximum
threshold of its share capital directly and/or
indirectly owned.
  Duration of the buyback program
18 months, from the shareholders’ meeting
of May 14, 2007 on, pending approval of the
program.

Table of transactions made during the previous share buyback program
(until February 28, 2007)

Number of shares purchased since the beginning of the program       20,544,447  
Number of shares sold since the beginning of the program       19,884,447  
Number of shares transferred since the beginning of the program       536  
Number of shares cancelled since the beginning of the program       11,273,270  

 

The Company has not used derivative in
connection with the previous share buyback
  program. All of the share buybacks have been
made in cash.

Capital ownership as of February 28, 2007

To the best of the Company’s knowledge, the table below summarizes its capital ownership and
voting power as of February 28, 2007:

    Number of shares   Capital ownership   Voting power (a)  
Mutuelles AXA   298,481,986   14.26%   20.66%  
Self-held shares   3,359,464   0.16%   [0.14%] (b)  
Shares held by subsidiaries   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 adaptation 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 –
holds that the total number of voting power is worked out on the basis of all the shares to which the votes are attached, including the shares deprived of voting power.
(b) Voting power will be valid again once the shares to which they are attached stop being self-held or owned by subsidiaries. Source Euronext Notice as of March 2, 2007.
 

As of February 28, 2007, Mutuelles AXA (AXA
Assurances IARD Mutuelle and AXA Assurances
Vie Mutuelle), owned 14.26% of the share
capital and 20.66% of the voting power.

To the best of the Company’s knowledge,
the only other shareholder owning, as of
February 28, 2007, more than 5% of the share
capital is BNP Paribas, with 5.78% of AXA’s
share capital.

In addition, the Company decided to disclose
whenever any of its shareholders surpasses the
2% equity ownership threshold. To the best of
the Company’s knowledge, none of its

 

shareholders owned more than 2% of AXA’s
equity capital on February 28, 2007.

Of the 2,093,544,381 shares composing
the share capital, 257,724,368 shares entitled
their holders to double voting rights as at
February 28, 2007.

To the best of the Company’s knowledge,
subsidiaries of the AXA Group do not hold any
AXA shares that are pledged. In addition, to the
best of the Company’s knowledge, a very small
number of individual registered shareholders
hold AXA shares that are pledged.

 

Change in capital ownership

The changes in the Company’s share capital
between December 31, 2004 and

 

 

December 31, 2006, are described 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   20.65%    
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 adaptation 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 – holds
that “the total number of voting power is worked out on the basis of all the shares to which the votes are attached, including the shares deprived of voting power”.

(b) Voting power will be valid again once the shares to which they are attached stop being self-held or owned by subsidiaries.
 

Ownership structure as of February 28, 2007

 

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%  

Shareholders’
agreements

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.), 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.

 

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.

The details of these agreements are available
on the internet site of the AMF (“Autorité des
Marchés Financiers”)
:
www.amf-france.org


Dividends

Fiscal year   Distribution
(in euro
millions)
  Number of shares (as of December 31)   Net dividend
per share
in euros
  Tax credit
per share
in euros
  Dividend
eligible for
abatement
in euros
  Gross dividend
per share
in euros
 
2002   599   1,762,167,344   0.34   0.17     0.51  
2003   676   1,778,103,135   0.38   0.19     0.57  
2004   1,164   1,908,444,170   0.61 (b)     0.61 (b)   0.61 (b)  
2005   1,647   1,871,605,004   0.88 (c)     0.88 (c)   0.88 (c)  
2006 (a)   2,218   2,092,888,314   1.06 (d)     1.06 (d)   1.06 (d)  
(a) Proposal submitted to the Extraordinary and Ordinary Shareholders’ Meeting to be held on May 14, 2007.
(b) As of January 1, 2005 individual shareholders who had elected tax domicile in France were eligible for an abatement of 50% on the dividend, i.e 0.305 euro per share for fiscal year 2004.

(c) As of January 1, 2006 individual shareholders who had elected tax domicile in France were eligible for an abatement of 40% on the dividend, i.e 0.35 euro per share for fiscal year 2005.

(d) As of January 1, 2007 individual shareholders who have elected tax domicile in France are eligible for an abatement of 40% on the dividend, i.e 0.424 euro per share for fiscal year 2006.
 

 

Dividends not claimed within five years of the  
date of payout become the property of the  
French Treasury Department.  

Dividend policy

AXA determines its dividend policy on the basis
of its adjusted earnings, and currently intends to
distribute 40 to 50% of that sum on a recurrent
basis. The dividend presented to the approval of
  the shareholders of AXA is proposed by the
Management Board and Supervisory Board,
which have the discretion to propose this
dividend at each year-end closing.

Valid financial authorizations as
of December 31, 2006

The authorizations to issue securities that were
valid at December 31, 2006 are summarized in
the tables below:

Issues with preferential subscription rights

Securities   Maximum amount
of the issue

in euros
  Maximum amount
of the capital
increase
in euros
  Term   Expiration  
Capitalization of reserves,                  
earnings or premiums     1 billion (a)   26 months   June 20, 2007  
Ordinary shares and other securities granting                  
a claim to shares of the Company at maturity                  
through subscription, conversion, exchange,                  
redemption, presentation of a warrant                  
or other (d)   6 billion (b)   1.5 billion (c)   26 months   June 20, 2007  

Issues without preferential subscription rights

Securities   Maximum amount
of the issue
in euros
  Maximum amount
of the capital
increase
in euros
  Term   Expiration  
Ordinary shares or securities granting a claim                  
to shares of the Company at maturity through                  
subscription, conversion, exchange,                  
redemption, presentation of a warrant                  
or other (d)   6 billion (b)   1 billion (c)   26 months   June 20, 2007  
Shares reserved for employees     150 million   26 months   June 20, 2007  
Performance shares     0.5% of the share          
        capital (e)   38 months   June 20, 2008  
Shares issued in connection with     2.5% of share          
the exercise of stock options       capital (f)   38 months   June 20, 2008  
(a) Independant ceiling.
(b) The face value of debt instruments associated with the issue of securities may not exceed the global upper limit of 6 billion euros. This upper limit is separate and distinct
from the amount of the securities that give the right to grant debt securities (ceiling of 2 billion euros).

(c) The face value of the capital increase may not exceed the global upper limit of 1.5 billion euros.
(d) Including the issue of ordinary shares or securities for up to 10% of the share capital in accordance with the terms and conditions determined by the shareholder meeting, in the event of a public offer initiated by the Company, in consideration for contributions in kind for up to 10% of the share capital, or as result of a securities issue by subsidiaries of AXA.

(e) At the date of the Shareholder Meeting of 04/20/2005.

(f) At the date of attribution of the options by the Management Board.
 

New financial authorizations

The following authorizations to issue shares
or securities require shareholder consent.
  They will be submitted to the shareholders on
May 14, 2007:

Issues with preferential subscription rights

Securities   Maximum amount
of the issue
in euros
  Maximum amount
of the capital increase
in euros
  Term   Expiration  
Capitalization of reserves, earnings                  
or premiums     1 billion (a)   26 months   July 14, 2009  
Ordinary shares and other securities granting                  
a claim to shares of the Company at maturity                  
through subscription, conversion, exchange,                  
redemption, presentation of a warrant                  
or other (d)   6 billion (b)   1.5 billion (c)   26 months   July 14, 2009  

Issues without preferential subscription rights

Securities   Maximum amount
of the issue
in euros
  Maximum amoun
t
of the capital increase
in euros
  Term   Expiration  
Ordinary shares or securities granting                  
a claim to shares of the Company at maturity                  
through subscription, conversion, exchange,                  
redemption, presentation of a warrant                  
or other (d)   6 billion (b)   1 billion (c)   26 months   July 14, 2009  
Shares reserved for employees     150 million   26 months   July 14, 2009  
Restricted shares / Ambition 2012 Plan (e)     0.7% of share          
        capital (f)   38 months   July 14, 2010  
(a) Independant ceiling.
(b) The face value of debt instruments associated with the issue of securities may not exceed the global upper limit of 6 billion euros. This upper limit is separate and distinct from the amount of the securities that give the right to grant debt securities (ceiling of 2 billion euros).
(c) The face value of the capital increase may not exceed the global upper limit of 1.5 billion euros.
(d) Including the issue of ordinary shares or securities for up to 10% of the share capital in accordance with the terms and conditions determined by the shareholder meeting, in the event of a public offer initiated by the Company, in consideration for contributions in kind for up to 10% of the share capital, or as result of a securities issue by subsidiaries of AXA.

(e) Existing shares and/or issued shares.
(f) At the date on which restricted shares are granted by the Management Board.
 

OTHER LEGAL

INFORMATION

Annual Information
Document

Pursuant to Article 222-7 of the AMF General
Regulation, the Annual Information Document
below mentions all the information published by

  the Company or otherwise publicly disclosed in
the course of the last 12 months, in one or more
states that are party to the Agreement on the
European Economic Area (EEA) or in one or more
countries outside the EEA for the purpose of
abiding by its legal or regulatory disclosure
obligations pertaining to financial instruments.

 

Information published for the last 12 months   Sources of Information
(Internet links etc…)
 
Press releases   www.amf-france.org
www.axa.com
 
2006 off to a good start with very strong 1Q06 activity indicators (05/11/2006)      
AXA announces the squeeze-out of the minority shareholders of AXA Konzern AG and
other streamling operation s in Germany (05/15/2006)
     
AXA announces the signing of a definitive agreement to cede AXA RE’s business
to Stone Point Capital (06/06/2006)
     
AXA to acquire Winterthur for CHF 12.3 billion (€7.9 billion) (06/14/2006)      
AXA announces the successful completion of its euro 4.1 billion capital increase to finance part
of the Winterthur acquisition (07/11/2006)
     
AXA Award for Corporate Social Responsibility 2006 (07/11/2006)      
Strong First Half 2006 results (08/03/2006)      
Philippe Donnet is appointed Group regional Chief Executive Officer of the AXA Japan & Asia-Pacific
region (08/16/2006)
     
AXA launches its 2006 employee share offering (Shareplan 2006) (08/21/2006)      
Winterthur Integration / Future CEOs of the Business Units (09/07/2006)      
AXA announces its 2006 employee share offering subscription price (Shareplan 2006) (09/19/2006)      
Winterthur Integration/Chief Executive Officer appointments in the Mediterranean and
Japan Asia Pacific regions (10/02/2006)
     
Climate change: What are the corporate risks and opportunities? (10/03/2006)      
Alfred Bouckaert, Chief Executive Officer of the Northern & Eastern Europe Region is appointed to
the AXA Management Board (10/12/2006)
     
AXA to acquire Alpha Insurance – Long term bancassurance agreement
with Alpha Bank (10/16/2006)
     
AXA to hold today an investor conference “On the road to Ambition 2012” (10/18/2006)      
First nine months 2006 activity indicators confirm strong top-line growth momentum (11/08/2006)      
AXA announces the successful completion of its first mortality risk securitization transaction
(11/13/2006)
     
Total subscription up by 23.4% in AXA’s 2006 employee share offering (11/28/2006)      
AXA has priced US$ perpetual deeply subordinated notes for a total amount of approximately euro 1.1 billion. Successful completion of the Winterthur financing (12/11/2006)      
AXA has completed the acquisition of Winterthur (12/22/2006)      
AXA has completed the sale of AXA RE’s business (12/22/2006)      
AXA calls meetings of holders of each of its 2014 and 2017 convertible bonds to insert in
their terms and conditions a final conversion date (12/27/2006)
     
AXA to sell Winterthur US property & casualty operations to QBE Insurance Group for
a total consideration of US$1.8 billion (01/04/2007)
     
AXA has eliminated the dilutive impacts of its 2014 and 2017 convertible bonds (01/12/2007)      
2006: Another year of strong top-line performance (02/01/2007)      

Information published for the last 12 months   Sources of Information
(Internet links etc…)
 
AXA: very strong full year 2006 performance – Winterthur Group: results for the year 2006 (US Gaap)
(02/22/2007)
     
AXA announces the acquisition of Kyobo Auto Insurance (03/15/2007)      
3rd Edition of the AXA Retirement Scope (03/22/2007)      
AXA and BMPS join forces in the Italian bancassurance and pensions market (03/23/2007)      
AXA: strong value creation in 2006 (04/10/2007)      
AXA Group Executive Committee welcomes two new members (04/11/2007)      
Bulletin of Required Legal Notices Publications (BALO)   www.journal-officiel.gouv.fr  
2005 Annual Financial Statements after shareholders’ meeting (04/21/2006)      
Erratum to the publication of 21/04/2006 (05/01/2006)      
Turnover 1st quarter of 2006 (05/15/2006)      
Voting powers (05/15/2006)      
2005 Annual Financial Statements after shareholders’ meeting (05/22/2006)      
Notice to the Shareholders. Increase of the share capital in cash with preferential subscription
rights maintained (06/16/2006)
     
Notice to the holders of convertible bonds 2.5% 2014 and 3.75% 2017 (les “Convertibles bonds”).
Increase of the share capital with preferential subscription rights maintained (06/19/2006)
     
Notice to the holders of convertible bonds 2.5% 2014 and 3.75% 2017 (les “Convertibles bonds”).
Ajustment of the conditions of conversion of the convertibles bonds (07/19/2006)
     
Voting powers as of July, 13 2006 (07/28/2006)      
Turnover 2nd quarter of 2006 (08/11/2006)      
2006 Half Year Financial Statements (10/18/2006)      
Turnover 3rd quarter of 2006 (11/13/2006)      
Notice to the holders of convertible bonds – expiration 2014 & 2017 (12/27/2006)      
Turnover 4th quarter of 2006 (02/09/2007)      
Notice of Convening (Shareholders’ Meeting 05/14/2007) (03/14/2007)      
Notice of Meeting (Shareholders’ Meeting 05/14/2007) (04/06/2007)      
Documents filed with the Registry (Greffe)   www.infogreffe.fr  
Extract of the minutes of the Shareholders’ Meeting of 04/05/2006 regarding the appointment of
a new member of the Supervisory Board (06/02/2006)
     
Extract of the minutes of the Shareholders’ Meeting of 04/05/2006 regarding the financial
authorisations (05/18/2006)
     
Bylaws as at 06/05/2006 (06/15/2006)      
Extract of the minutes of the Management Board of 06/05/2006 regarding the increase of
the share capital (06/15/2006)
     
Bylaws as at 06/12/2006 (06/19/2006)      
Extract of the minutes of the Management Board of 06/12/2006 regarding the increase of
the share capital (06/19/2006)
     
Bylaws as at 07/07/2006 (08/04/2006)      
Decision of 07/07/2006 regarding the increase of the share capital (08/04/2006)      
Bylaws as at 07/17/2006 (08/04/2006)      
Extract of the minutes of the Management Board of 07/17/2006 regarding the increase of
the share capital (08/04/2006)
     
Extract of the minutes of the Supervisory Board of 10/11/2006 regarding the new Management
Board (11/09/2006)
     
Bylaws as at 11/27/2006 (12/15/2006)      
Extract of the minutes of the Management Board regarding the increases and decrease of
the share capital (12/15/2006)
     
Bylaws as at 01/22/2007 (02/01/2007)      
Extract of the minutes of the Management Board regarding the increase of
the share capital (02/01/2007)
     
Documents at the disposal of the Shareholders   Headquarters 21, avenue Matignon 75008 Paris  
Ordinary and Extraordinary General Meeting – May 4, 2006      
A copy of the “BALO” dated March 17, 2006 containing the Notice of Meeting      
A copy of the “BALO” dated April 7, 2006 and a copy of a Legal Advertisement Newspaper
“La Gazette du Palais”dated April 7, 2006 containing the Notice of Convening
     
A copy of the convening file sent to the shareholders as well as all documents at the disposal of
the shareholders (D133 and D135)
     

Information published for the last 12 months   Sources of Information
(Internet links etc…)
 
Copies and acknowledgement of receipts of the recorded delivery letters sent to the auditors      
The attendance sheet signed by the present members      
The shareholders’ proxies to a person      
Les vote proxies by correspondence      
The 2004 financial statements (“BALO” dated April 21, 2006)      
The Management Board Report      
The Report of the Chairman of the Supervisory Board      
The Supervisory Board comments on the Management Board Report      
The Auditors’ reports      
The project of resolutions      
A copy of the Bylaws      
Transactions on AXA shares   www.axa.com
www.amf-france.org
 
Disclosure of trading in the Company’s shares by its directors      
05/01/2006 Kip Condron 11/10/2006 Henri de Castries      
06/23/2006 Claude Brunet 11/14/2006 Denis Duverne      
07/13/2006 Norbert Dentressangle 11/15/2006 Jacques Tabourot      
07/13/2006 Michel Pébereau 11/27/2006 François Pierson      
07/13/2006 Jacques Tabourot 11/27/2006 Claude Brunet      
07/13/2006 Jean-René Fourtou 11/27/2006 Henri de Castries      
07/13/2006 Henri Hottinguer 11/27/2006 Denis Duverne      
07/13/2006 Henri de Castires 11/27/2006 Jacques Tabourot      
07/13/2006 Gérard Mestrallet 11/27/2006 Alfred Bouckaert      
07/13/2006 François Pierson 11/27/2006 Kip Condron      
07/13/2006 David Dautresme 12/01/2006 Henri de Castries      
07/13/2006 Denis Duverne 12/01/2006 Denis Duverne      
07/13/2006 Claude Bébéar 12/06/2006 Denis Duverne      
08/09/2006 Denis Duverne 12/15/2006 Claude Brunet      
08/10/2006 Henri de Castries 12/18/2006 François Pierson      
08/28/2006 Henri de Castries 12/19/2006 François Pierson      
09/19/2006 Jacques Tabourot 12/20/2006 Claude Bébéar      
10/10/2006 Jacques Tabourot 12/22/2006 Claude Bébéar      
10/13/2006 Kip Condron 01/25/2007 Léo Apotheker      
11/02/2006 Claude Brunet 02/23/2007 Norbert Dentressangle      
Disclosure of trading in own shares by the Company      
April 10 to April 13, 2006      
Six month reports on AXA’s liquidity contract      
As of June 30, 2006 As of December 31, 2006      
Disclosures of share ownership thresholds   www.amf-france.org  
Disclosure made by AXA Assurances IARD Mutuelle (01/08/2007)      
Disclosure made by Mutuelles AXA (01/09/2007)      
Disclosure made by AXA Assurances Vie Mutuelle (01/29/2007)      
Disclosure made by Mutuelles AXA (01/29/2007)      
Official public notice of shareholders’ agreement clauses   www.amf-france.org  
Shareholder’s agreement between AXA and Schneider (05/15/2006)      
Documents published abroad (20-F / 6-K)   www.sec.gov  
Form 6-K for April 2006: Press release issued on May 11, 2006 by AXA, announcing its activity
indicators for the first quarter 2006
     
Form 6-K for June 2006: Press release issued on June 6, 2006 by AXA announcing the signing of
a definitive agreement to cede AXA RE’s business to Stone Point Capital
     
Free Translation of AXA’s French Document de Referencefor the year ended December 31, 2005
filed with the AMF (the French stock exchange regulatory authority) on April 13th, 2006
     
Press release issued on June 14, 2006 by AXA announcing the signing of a definitive agreement
to acquire Winterthur
     
Press Release issued on June 14, 2006 by AXA, announcing the launch of a capital increase in
the amount of approximately €4.1 billion
     
Notice issued on June 21, 2006 by AXA to all U.S. holders of AXA ordinary share options and
AXA ADR options describing the effect on such U.S. holders of the recently announced capital
increase and suspension of the right to exercise AXA ordinary share options
     

Information published for the last 12 months   Sources of Information
(Internet links etc…)
 
Questions and Answers notice issued on June 21, 2006 by AXA to all U.S. holders of AXA ordinary
share options and AXA ADR options describing the effect on such U.S. holders of the recently
announced capital increase and suspension of the right to exercise AXA ordinary share options
     
Form 20-F (submitted as of June 29, 2006)      
Form 6-K for August 2006: Press Release issued on August 3, 2006 by AXA, announcing strong
first half 2006 results
     
Form 6-K for October 2006: Press Release issued on October 12, 2006 by AXA, announcing
the appointment of Alfred Bouckaert to the AXA Management Board
     
Press Release issued on October 16, 2006 by AXA announcing that it has entered into an agreement
with Alpha Bank to acquire its insurance subsidiary, Alpha Insurance
     
Press Release issued on October 18, 2006 by AXA, announcing the investor conference
“On the Road to Ambition 2012” to be held on October 18, 2006
     
Form 6-K for November 2006: Press Release issued on November 8, 2006 by AXA, announcing
the first nine months 2006 activity indicators
     
Form 6-K for December 2006: Press Release issued on December 27, 2006 by AXA, announcing
that it has called meetings of holders of each of its 2014 and 2017 convertible bonds
     
Form 6-K for January 2007: Press Release issued on January 4, 2007 by AXA, announcing its sale
of Winterthur US Property and Casualty Operations to QBE Insurance Group
     
Form 6-K for February 2007: Press Release issued on February 1, 2007 by AXA, announcing
its 2006 activity indicators
     
Press Release issued on February 22, 2007 by AXA, announcing its consolidated earnings
for the full year 2006
     
Form 6-K for April 2007: Press Release issued on April 10, 2007 by AXA, announcing its 2006
Life and Savings embedded value and its 2006 Group embedded value.
     

 

Documents pertaining
to the Company may be
consulted at:


AXA Legal Department
21, avenue Matignon

– 75008 Paris (France):

– The articles of association;

– The reports and other documents prepared by
any expert at the Company’s request, any part
of which is included onto or referred to in this
Annual Report (Document de Référence);

– The parent company financial statements as
well as the consolidated financial statements
for each of the two financial years preceding
the publication of this Annual report
(Document de Référence).

 

Material contracts

For the last two years, AXA has not entered into
any material contract, other than contracts
entered into in the ordinary course of business,
that contain any provision under which the Group
has any material obligation or entitlement.

Anticipated sources of
funds needed to finance
the principal investments
in progress or future

Investments under way or to come will be
financed by the Group’s usual and recurrent
means of funding.


PricewaterhouseCoopers Audit   Mazars & Guérard
63, rue de Villiers   Exaltis - 61, rue Henri Régnault
92208 Neuilly-sur-Seine Cedex   92075 Paris-La Défense Cedex

 

Special report of the Statutory Auditors

on regulated agreements and commitments

(for the year ended December 31, 2006)

 

This is a free translation into English of the Statutory Auditors’ report issued in the French language and
is provided solely for the convenience of English speaking readers. This report should be read in
conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.

 

To the Shareholders of
AXA S.A.
25, avenue Matignon
75008 Paris

To the Shareholders,

In our capacity as Statutory Auditors of AXA, we
hereby submit our report on regulated
agreements and commitments.

Agreements and commitments authorized
during the 2006 fiscal year:

In accordance with Article L.225-88 of the
French Company Code, we were informed of
the agreements and commitments that were
subject to the prior approval of your Supervisory
Board.

It does not fall within the scope of our
assignment to ascertain the potential existence
of other agreements and commitments but
rather, on the basis of the information that was
supplied to us, to inform you, the shareholders,
of the relevant features of those agreements of
which we were informed. It is not our
responsibility to express an opinion on the utility
or merits of such agreements. Pursuant to
Article R-225-58 of the French Company Code,
you are asked to form an opinion on the
relevance of such agreements for the purpose of
approving them.

 

We performed our work in accordance with the
professional standards applicable in France:
those standards require that we plan and
perform the review to obtain reasonable
assurance about whether the evidence
supporting the information in our possession is
consistent with that information.

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
(Autorité des Marchés Financiers) on May 31, 2006.

We hereby inform you that Mr. Henri Lachmann
is a member of the Supervisory Board of the
AXA Group and Chairman of the Supervisory
Board of Schneider Electric.

Agreements and commitments approved in prior
fiscal years that remained in force in 2006:

Pursuant to the Article R-225-31, we were
informed that the following agreements,
approved in prior fiscal years, remained in force
in 2006:

With France Telecom
AXA Technology Services (as the Principal),
AXA (as the Guarantor) and France Telecom
entered into an agreement on December 15,
2003, after the Supervisory Board granted its
authorization on December 10, 2003. This
agreement entrusts the management of all
AXA Group communications networks
worldwide to a single global provider, and
contains a clause committing to expenditures
totaling approximately 280 million euros over the
term of the agreement (six and a half years
starting from July 1, 2003). It also provides for a
contract performance guarantee from AXA to
France Telecom on behalf of AXA Technology
Services, the amount of which is capped at
50 million euros, and the term of which is the
term of the aforementioned agreement.

 

With the BNP Paribas Group
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.

   

 

 

Neuilly-sur-Seine and Courbevoie, April 10, 2007

 

   

The Statutory Auditors

 

PricewaterhouseCoopers Audit
Yves Nicolas – Eric Dupont
  Mazars & Guérard
Patrick de Cambourg – Jean-Claude Pauly



AXA:

A LEADER IN FINANCIAL PROTECTION

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, 2005 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.

 

Financial protection:
a business with a strong
human dimension

In today’s globalized and complex world, AXA
believes that people feel a greater need for
protection against the risks they face. This is
why AXA describes its business as “Financial
Protection” and seeks to provide customers
with advice and solutions to accompany them
throughout their lives.

Assisting customers in all
phases of their lives
The business of Financial Protection covers all
of the Group’s activities and includes life and
savings insurance, property and casualty
insurance, asset management, assistance and
liability. It also includes AXA’s personalized
approach to its customers: AXA seeks to
accompany clients throughout their lives,
managing their risks, both personal and
business-related, and assets.

A long-term business in
a growing market

AXA believes that factors such as the ageing
population, increasing health risks and
healthcare costs, need for retirement funding,

(1) Source: AXA from Pensions & Investments, Watson Wyatt Global 500 survey.


the rising severity and frequency of natural
catastrophes, financial market uncertainty, and
terrorism tend to make people more averse to
risk and therefore increase demand for
protection. AXA is working hard to understand
this demand, in order to meet it more effectively.
Besides, these evolutions are opening up
attractive development opportunities for the
Group.

Becoming the “Preferred
Company”

As a worldwide leader in Financial Protection,
AXA has set for itself in 2005 the target of
becoming the “Preferred Company” for its
customers, employees and shareholders. AXA is
developing projects as part of its “Ambition
2012” program aiming at improving the quality
of its advice and services, product innovation,
distribution network development and improved
operational efficiency in all its business
segments.

Improving service quality

AXA believes that improvement in service
quality will increase customer satisfaction.
AXA considers that in-depth knowledge of its
customers needs at key stages of their
relationship with AXA will foster quality of
service.

Constantly improving
technical expertise

AXA’s sustainability and profitability are related
to its expertise in three areas: risk underwriting,
claims handling and asset and capital
management. These skills allow AXA to offer
adapted-priced products to its customers while
generating adequate returns.

 

Reinventing products
and adjusting the offer

AXA is convinced that customers are attracted
and retained by innovative and competitive
products designed to meet their evolving needs.
AXA’s approach to innovation is therefore based
on identifying these needs and creating
products to address them.

Developing distribution
networks

Distribution networks are the starting point of
AXA’s relationship with its customers.
Distribution channels’ quality and efficiency
determine AXA’s ability to become the
“Preferred Company” for the customers. Ease of
access and initial contact with AXA employees
often determine the customer’s view of the
company. AXA’s distribution strategy combines
strengthening traditional channels and
developing new ones, such as the internet,
telephone platform and partnerships. AXA
entities around the world try to enhance their
distribution strategy by adopting best practice
and successful initiatives developed in other
countries.

Enhancing operational
efficiency

To improve quality while keeping a firm control
of costs, AXA is trying to simplify and adapt its
processes and organization. In claims handling,
costs are limited by tight control over
information technology expenditure, measures
to reduce claims leakage and anti-fraud
initiatives. Going forward, AXA plans to develop
its procurement policy to leverage its size to
reduce costs and improve customer service
through its service partners.


 

A balance between
organic growth and
acquisitions

AXA’s strategy focuses on Financial Protection,
the development of three core business lines,
Life & Savings insurance, Property & Casualty
insurance and Asset Management, and a
targeted presence in the world’s main markets.
In fulfilling this strategy, the Group favors a
balance between acquisitions and organic
growth.

 

In this context, AXA fosters growth by making
acquisitions in key markets. For example, in a
consolidating industry, the Winterthur
acquisition is intended to strengthen AXA’s
position in five key European countries and
gives it a greater presence in fast-growing
markets, particularly in Eastern Europe and
Asia. Winterthur’s activities complement and
reinforce AXA’s distribution networks and
product range, and increase its geographical
diversification.

The table below summarizes certain key
financial data by segment for the last three
years.

 

                        (in Euro million, except percentages)  
AXA ACTIVITY INDICATORS AND EARNINGS   Years ended December 31,  
    2006   2005   2004  
        Restated (a)   Published       Restated (a)  
Published
     
Consolidated 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         428   1%       387   1%  
CONSOLIDATED GROSS REVENUES   78,775   100%       71,671   100%       67,030   100%  
Annual Premium Equivalent (b)   6,234           5,476           4,807      
New Business Value (c)   1,501           1,138           895      
Underlying earnings (d)                                  
– Life & Savings   2,325   58%   1,931   1,931   59%   1,563   1,563   59%  
– Property & Casualty   1,453   36%   1,346   1,346   41%   1,102   1,102   42%  
– International Insurance   131   3%   68   68   2%   138   138   5%  
– Asset management   508   13%   396   396   12%   300   300   11%  
– Other financial services   51   1%   67   67   2%   23   23   1%  
– Holdings   (457)   -11%   (471)   (549)   -17%   (396)   (489)   -19%  
UNDERLYING EARNINGS   4,010   100%   3,337   3,258   100%   2,730   2,637   100%  
Net capital gains   1,130       944   850       679   705      
Adjusted earnings (e)   5,140       4,281   4,108       3,409   3,342      
Exceptional operations
(including discontinued operations)
  196       (72)   (72)       10   10      
Goodwill and other related intangible impacts   (24)       (13)   (13)       (41)   (41)      
Profit or loss on financial assets (under
fair value option) & derivatives
  (226)       122   149       416   428      
NET INCOME   5,085       4,318   4,173       3,793   3,738      
(a)  Restated means: (i) transfer of the forex impact from adjusted earnings to net income, and (ii) 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)  Annual Premium Equivalent (APE): Measure of new business volume. Represents 100% of regular premiums + 10% of single premiums, in line with EEV methodology. APE is group share.

(c)  New Business Value: The value of new business issued during the current year consists of the Value In Force of new business at the end of the year plus the statutory profit result of the business during
the year.

(d)  Underlying earnings correspond to adjusted earnings excluding net realized capital gains attributable to shareholders.

(e)  Adjusted earnings represent the net income (group share) before:
(i) The impact of exceptional operations (primarily change in scope, including restructuring costs related to a newly acquired company during the considered accounting period), ii) Goodwill and other related intangible impacts, and (iii) Profit and loss on financial assets accounted for under fair value option (excluding assets backing contract liabilities for which the financial risk is borne by the policyholder) and derivatives related to invested assets (including all impacts of foreign exchange including the ones related to currency options in earnings hedging strategies, but excluding derivatives related to insurance contracts evaluated according to the “selective unlocking” accounting policy).
 

The table below sets forth the total assets
managed by AXA’s entities, including assets
managed on behalf of third parties:
 

 

            (in Euro million)  
AXA’S TOTAL ASSETS UNDER MANAGEMENT   At December 31,  
    2006 (a)   2005   2004  
AXA              
AXA (general account assets)   449,099   353,346   313,548  
Assets backing contracts 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  
TOTAL   1,314,665   1,069,872   871,459  
(a) Winterthur (acquired on December 22, 2006) represents €104 billion of total assets under management.
(b) Including Mutuelles AXA.
 

 

The table below sets forth AXA’s consolidated
gross revenues by segment for each of
  its major geographic markets for the years
indicated:

 

BREAKDOWN OF AXA’S GROSS REVENUES   At December 31,  
    2006   2005   2004    
    Segment contribution (%)   Market contribution to total Segment (%)   Segment
contribution
(%)
  Market contribution to total Segment (%)   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%  
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.  

 


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)  
    AXA’s gross revenues
Years ended December 31,
  Gross
insurance
 
    2006   2005   Proforma (b)   2004
As published
      liabilities at
December 31,
2006 (d)
 
France   14,797   29%   13,228   29%   11,538   11,538   27%   109,149  
United States (a)   15,389   30%   13,940   31%   12,847   12,847   30%   107,408  
Japan   5,027   10%   4,735   10%   5,526   5,526   13%   28,899  
United Kingdom   4,292   9%   2,395   5%   2,420   2,420   6%   101,396  
Germany   3,681   7%   3,585   8%   3,499   3,499   8%   53,238  
Belgium   2,512   5%   2,734   6%   2,188   2,188   5%   22,003  
Southern Europe   1,357   3%   1,439   3%   1,333   1,333   3%   12,056  
Others (b)   3,424   7%   3,059   7%   2,829   2,993   7%   67,739  
Australia and New-Zealand   1,254   2%   1,225   3%   1,153   1,153   3%   10,704  
Hong Kong   1,041   2%   831   2%   734   734   2%   6,076  
TOTAL   50,479   100%   45,116   100%   42,180   42,344   100%   501,886  
Of which:                                  
Gross written premiums   48,786       43,496           41,103          
Fees and charges relating
to investment contrats
with no participating feature
  608       509           417          
Other revenues (c)   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)  Proforma 2004 takes into account the impacts of the following changes in scope:
– As of January 2005, Turkey was fully consolidated instead of being accounted for under the equity method. If full consolidation had been applied in 2004, revenues would have been €61 million higher.
– As of December 1, 2004, in the Netherlands, sale of the Health portfolio (€149 million), and transfer of the Disability activity from Life & Savings to Property & Casualty (€76 million). 2004 revenues
would have been €225 million lower if Health and Disability activity had been excluded.
(c)  Includes revenues from other activities (mainly commissions and fees on mutual funds sales).

(d)  Winterthur represents €87,328 million of total gross insurance liabilities, of which €34,800 million in Switzerland.
 

 

                        (in Euro million)  
    Annual Premium Equivalent (a)   New Business Value (b)  
    2006   2005   2004   2006   2005   2004  
France   1,231   1,075   951   202   157   103  
United States   1,922   1,700   1,482   424   284   232  
Japan   651   589   505   431   364   279  
United Kingdom   1,134   817   713   100   72   51  
Germany   287   270   387   90   29   74  
Benelux   348   381   315   124   115   58  
Southern Europe   143   140   125   23   27   27  
Others   519   504   330   106   91   69  
Australia and New-Zealand   420   428   268   38   32   21  
Hong Kong   100   75   62   68   59   47  
TOTAL GROUP SHARE   6,234   5,476   4,807   1,501   1,138   895  
(a) Annual Premium Equivalent (APE): Measure of new business volume. Represents 100% of regular premiums + 10% of single premiums, in line with EEV methodology. APE is group share.
(b) New Business Value: The value of new business issued during the current year consists of the Value In Force of new business at the end of the year plus the statutory profit result of the business during the year.
 

 

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 (excluding Winterthur) were rated AA by
Fitch Ratings, AA – by Standard & Poor’s and
Aa3 by Moody’s, which enable them be part of
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 market’s 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.

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).

 

LIFE & SAVINGS   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 variable annuity products.
(d) Based on new business APE.
 

 

For more detail on markets please refer to the
“activity report” section.

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).

In France, 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 the United States, AXA targets primarily
affluent and emerging affluent individuals such
as professionals and business owners, as well

(1) Source: AXA.


as employees of public schools, universities,
not-for-profit entities and certain other tax-
exempt organizations.

In the Belgian market, in 2006, approximately
50% of the households had at least one
insurance or banking product with AXA1.

AXA Japan’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
nation-wide. 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.

Survey of customer needs and
customer retention

To acquire more detailed information about
customer needs and expectations, which may
differ from one country or region to another, AXA
conducts regular customer scope surveys to
measure satisfaction. The results of these
surveys are used locally to identify and address
customer concerns through targeted actions,
but also to measure customer satisfaction levels
and retention. AXA believes that the last survey
conducted shows a significant improvement of
the overall customer satisfaction with 84% of
AXA customers that are extremely and very
satisfied in 2006 versus 81% in 20051.

In 2006, various initiatives were implemented
throughout the AXA Group to improve retention
and increase value of AXA customer base.
These initiatives include a cross-selling strategy,
pro-active direct marketing campaigns and
dedicated call centre teams.

 

In France, scoring tools have been developed in
order to have specific marketing approaches
based on the category of clients to meet the
customer expectations. As a consequence,
AXA, in France, has strongly committed itself
toward its distribution channels to help them
improve customer relationship and enhance
their client service level, increasing for instance
exclusive agent support with dedicated
customer service platform.

Quality of Service stands at the core of
AXA Belgium strategy; concrete actions to
become “best in class” have been initiated in
2006 and will be pursued to become the
“Preferred Company”.

In Germany, AXA’s redesign of the underwriting
process aimed at establishing a cycle time
within AXA underwriting departments of
maximum 4 days for 93% of all application
forms1. AXA believes this improvement was
perceived positively by AXA clients.

In Australia and New Zealand, AXA improved
its quality of customer service by developing
faster, more accurate and more reliable service
processes. For instance, in 2006, AXA
implemented a 2 day service level in portfolio
administration services to improve the client and
adviser experience and increase reliability
– target is 95% of service requests actioned
within 2 days, 95% of the working days in the
year1. In addition, AXA is training its customer
service staff to better handle the customer
issues that fall outside AXA standard processes
and hence turn potential problems into
opportunities to strengthen customer
relationships. Customer retention is also a
focus, through proactive direct marketing
campaigns targeting customers considered to
be “at risk,” as well as through dedicated call
centre teams that respond to particular
customer enquiries.

(1) Source: AXA.


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 the United 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, and professional and trade
associations.

In the United 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.

In Germany, 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).

– 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
US Accumulator product which is a variable
annuity product with enhanced guarantee
features.

In France, 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 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 corporation main issues.


In the United 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 the United Kingdom, “Investment Bonds”, a
pure savings product written both in the United
Kingdom and offshore, provide packaged
investment solutions 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.

AXA Japan has 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. These products have
been developed in collaboration with other
companies within the AXA Group (for example,
AXA Financial for the “Accumulator” variable
annuity).

In Germany, 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 by
Cash Magazin1 in 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.

In Southern Europe, AXA has launched
easy to sell packaged products, such as
“ticket life”, a simple life product with only
one question required to underwrite.
AXA Italy was 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.

In Australia 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.

In Hong 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

(1) Financial Advisor Award granted by Cash media Group in August/September 2006 issue.
(2) Source: AXA, in 2006.


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, except percentages)  
LIFE & SAVINGS SEGMENT   Gross revenues by main product lines
Years ended December 31,
  Gross insurance
liabilities
 
    2006   2005   2004   at December 31,  
                            2006 (a)  
Investment & Savings   29,349   60%   25,392   58%   22,627   55%   237,278  
Individual   26,319   54%   22,783   52%   20,368   50%   206,980  
Group   3,031   6%   2,609   6%   2,259   5%   30,297  
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 feature
  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 significant portion of the total amount paid at
maturity or upon surrender prior to maturity and
are at the discretion of the board of directors.

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, based on the number
of eligible policyholders that elected in favor of
this plan.


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,
especially banks, and non financial 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.

AXA also takes into account the characteristics
of each local market. For instance, the Belgian

market 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.

In France, 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 the United 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 the United Kingdom, AXA relies mainly on
the independent financial advisor distribution
channel, where it holds a 6.9% market share1
in 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.

In Japan, 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.

In Germany, 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 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 noon2.

In Southern 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.

In Australia, AXA has developed a diversified
distribution capability, including owned advice
practices (ipac, Tynan Mackenzie and Monitor

(1) Souce: ABI (Association of British Insurers).
(2) Source: AXA, in 2006.


Money), aligned advisers (AXA Financial
Planning and Charter Financial Planning) and
independent financial advisers. Similarly, AXA’s
distribution capability in New Zealand includes
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 # 51 in Australia and # 22 in
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, AXA Hong Kong launched 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:

 

BASED ON GROSS WRITTEN PREMIUMS
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%  
(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.  

 

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 US, resulting in an inconsistent classification between 2005 and 2006. If 2005 has been restated, the “intermediaries” share would have been 14% and the “other networks” 27%.
 

(1) Money Management Top 100 dealer Groups Survey, June 2006.
(2) Source: AXA, estimation at December 2006.


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   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%  
(a) Amounts reported for the US operations exclude lapses and institutional assets backing contracts with financial risk borne by the policyholders (Unit-Linked) (€347 million in 2006).
(b) Including conversions in Japan.
 

 

Changes induced by the Fourgous law in France
have led to a marginal increase in the surrender
and lapse rate as it gave the opportunity to
policyholders to switch their Life & Savings
contract backed by the general account to a
unit-linked contract while retaining the fiscal
benefits of their previous contract.

In the United 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.

In Japan, the main drivers for the improvement
in lapses and surrenders are lower conversions
and lower group pension transfers. Almost
offsetting these are higher surrenders mainly
driven by the maturation of the inforce portfolio
of contracts.

In Southern Europe, the unfavorable experience
in surrender rate was mainly due to the market
interest rate increase in 2006.


Value drivers

The in force portfolio in the Western European
markets where AXA operates is mainly
composed of investment and savings products
with discretionary participation features,
generating an investment margin linked to the
spread, expressed in basis points, between
investment returns and returns credited to
policyholders.

Due to its strategic orientation toward mass
affluent customers, fee-based business
represents a growing share of the new business,
especially with the development of unit-linked
products. AXA believes that the profitability of
this business is mainly dependent on the levels
of reserves that are driven by sales volumes and
returns on financial markets.

Life and health businesses generate mortality
and morbidity margins that flow through
technical margin.

The level of costs is an additional factor that
drives value. AXA considers that enhancing
operational efficiency is key in order to deliver
value to shareholders and to be able to offer
price competitive products to its customers.
Procurement is actively contributing to the
overall level of savings, while controlling
supplier risks and securing quality of service.
For instance, in Germany, various initiatives
were launched in 2006, aimed at continuously
improving operational efficiency, ranging from
tighter procurement policy, smoother and more
stable operational processes through
reengineering, and improvements in efficiency
for information technology (IT) resources usage.
AXA Germany was distinguished by an external
benchmark1 as a top 5 best practitioner in the IT
cost control. In Japan, AXA’s earnings are
strongly driven by fees and revenues notably
due to the strong presence in the profitable
medical insurance market. Reinsurance,
predominantly internal, is being increasingly
used to manage the innovative guarantees

 

developed as part of the variable annuity
products. In Australia / New Zealand, by
operating across the value chain, AXA aims to
capture margin at each stage. For financial
advice, clients pay either a fee for service or a
product-based commission. For wealth
management products, platforms and asset
management, clients pay fees based on asset
values, along with some fixed administration
charges. Aligned advisers pay for support
services provided by AXA through a
combination of fixed and variable dealer service
fees. A range of initiatives was implemented to
improve business process efficiency, notably
through migrating processes to AXA Business
Services (offshore facilities in India). For
instance, on-going IT costs are being reduced
through a phased migration to lower cost
infrastructure and through software vendor
rationalization.

Impacts of Winterthur
acquisition

AXA believes that the Winterthur acquisition
should complement and strengthen AXA’s
distribution channels and product range, while
further increasing AXA’s geographic
diversification, by both strengthening AXA’s
European franchise and increasing its presence
in certain high growth markets.

In the Swiss market, AXA should gain a leading
position (Winterthur was # 2 in Life & Savings in
20052), supported by a network of approximately
1,500 tied agents.

In Germany, the aggregation of Winterthur and
AXA’s market positions would have placed the
combined company in the sixth position with a
market share of 5% in Life & Savings and of 7%
in Health3. The number of tied agents should
increase by more than 1,500 to more than

(1) This benchmark study compares 29 German insurance companies. Benchmarking is done yearly by the Boston Consulting Group.
(2) Source: AXA.
(3) Source: AXA, estimates based on 2005 data.


4,600. AXA believes it will benefit from DBV
Winterthur’s very good reputation and expertise
in the civil servants market with respect to
health products.

The acquisition of Winterthur should reinforce
AXA # 4 Belgium market position in a
concentrated market, the 5 major players
accounting for 75% of the market1.

In the United Kingdom, AXA expects to benefit
from Winterthur’s access to the growing high net
worth market and a range of retirement and
investment solutions with an innovative open
charging structure distributed via top tier
advisers. AXA believes that Winterthur’s
commercial benefits’ business provides an
industry-leading solution for the employee
benefits’ market. In total, AXA believes that
Winterthur could increase AXA’s new business
market share. The aggregation of Winterthur and

 

AXA’s market position would have placed the
combined company in the seventh position in
20052 (versus # 8 for AXA alone.)

AXA also expects to gain access to Winterthur’s
high growth pension operating platforms in
Central and Eastern Europe, in particular in
Poland, the Czech Republic, Hungary and
Slovakia.

In Asia, AXA believes that Winterthur will bring
complementary activities notably in Japan,
Hong Kong and China. In Japan, AXA and
Winterthur have a good complementary fit. The
aggregation of Winterthur and AXA’s market
position would have placed the combined
company in the eighth position based on new
business3. The Winterthur’s tied agent channel,
with its strong presence in major cities, is
expected to complement AXA Advisors’ strong
and established presence in regional areas.

(1) Source : AXA, estimate based on 2005 data.
(2) Source : AXA, estimate based on 2005 NBI data.
(3) Source: “Statistics of Life Insurance Business in Japan, 2005” published by Insurance Research Institute (April 2005 to March 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)  
PROPERTY & CASUALTY SEGMENT   Gross revenues
Years ended December 31,
  Gross
insurance
 
    2006   2005   Proforma (b)   2004
Reported
      liabilities at
December 31,
2006 (d)
 
France   5,187   26%   5,070   27%   4,895   4,895   27%   10,816  
Germany   2,745   14%   2,785   15%   2,796   2,796   16%   6,025  
United Kingdom (& Ireland) (b)   4,721   24%   4,393   23%   4,360   4,469   25%   7,177  
Belgium   1,511   8%   1,451   8%   1,430   1,430   8%   6,761  
Southern Europe   3,152   16%   3,012   16%   2,901   2,901   16%   6,619  
Others (c)   2,477   13%   2,163   11%   1,924   1,361   8%   8,887  
TOTAL   19,793   100%   18,874   100%   18,305   17,852   100%   46,286  
Of which:                                  
Gross written premiums   19,741       18,831           17,810          
Other revenues   52       43           42          
(a) Proforma 2004 takes into account the impacts of the following change in scope: – In United Kingdom, the right to renew UK Personal Direct business was sold to RAC in October 2004. In 2004, revenues from this activity amounted to €110 million.
– In Others countries, as of January 2005, Turkey, Hong Kong and Singapore are fully consolidated instead of being accounted for under the equity method. If full consolidation had been applied in
2004, other countries 2004 revenues would have been €487 million higher.
– As of December 1, 2004 the Netherlands disability activity has been transferred from Life & Savings to Property & Casualty. Other countries 2004 P&C revenues would have been €76 million higher if
disability had been included.
(b) Winterthur represents €9,525 million of total gross insurance liabilities, of which €4,760 million in Switzerland.
 

 

For the ten-year loss development of
the Property & Casualty claims reserves,
see Note 14 included in the consolidated
financial statements. Key ratios for Property &
Casualty operations are presented in the activity
report.
 

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,

(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.


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
(excluding Winterthur) were rated AA by Fitch
Ratings, AA – by Standard & Poor’s and Aa3 by
Moody’s, which enable them be part of the
companies with very strong ratings for
financial strength), and

– Changes in regulations, which may affect
premium rates charged or claims settlement
costs paid.

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).

 

PROPERTY & CASUALTY   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   0%   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.
 

 

For more detail on market description, please
refer to the activity report section.

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.

In France, 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 the United 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.

In Germany, 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.

In Southern Europe, in 2006, notably in Italy,
AXA focused on improving the quality of the
service delivery through an acceleration of the

 

claims settlement process. In Italy, 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.

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)  
PROPERTY & CASUALTY INSURANCE   Gross revenues   Gross insurance  
SEGMENT   Years ended December 31,   liabilities  
    2006   2005   2004   at December 31, 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 policyholders’
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.
  In France, 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

(1) Source AXA.


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 pacts 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 crisis
management, and developed service
commitments such as claims payments in less
than 72 hours.

In Germany, 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.

In Belgium, 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.

In Southern Europe, AXA believes that it should
distinguish itself in the market by developing
innovative services and products such as: in
Spain, 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 in Italy. 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. In Portugal,
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.

In France, 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. A new channel through the internet
was launched in 2006, taking advantage of the
Avanssur experience, a direct distribution
channel by phone.

In the United 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 the German market, 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.
 

In Southern 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.

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.

 

BASED ON GROSS REVENUES IN 2006   General agents
and salaried
sales force
  Intermediaries,
independent advisers
& brokers
  Direct sales and
marketing
  Other networks,
including corporate
partnerships and
bank networks
 
France   71%   26%   2%   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
sales force
  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 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).

In 2006, AXA France launched a securitization
on part of its motor portfolio to take advantage
of the financial capacities in a reinsurance
capacity shortage situation.


Value drivers

AXA believes that long term profitability of the
main Property & Casualty businesses including
motor – individual and commercial – and
household, which are “short tail” businesses,
is driven by the difference between premium
income for assumed risk and the actual cost
of claims, reflected by the loss ratio. In addition
to loss experience, AXA considers that
profitability is sensitive to the expenses related
to contract acquisition and policy management.
On these mass markets, price evolutions
are mainly driven by the demand side.
Besides, AXA believes that the ability to
transfer risks to an external capacity reduces
the volatility of the earnings and improves
the overall profitability of the business.
Therefore, AXA’s ability to share the volatility
of its portfolio with the financial markets
through securitization should be profitable
in the long run.

AXA believes that long tail business, including
workers’ compensation, liability and
construction, is more driven by investment
return, and its contribution to earnings depends
in part on the pace of growth, technical gains
emerging gradually over years.

AXA follows a tight underwriting approach and
implemented various claims management
initiatives: fraud containment, claims leakage
reduction and insurance procurement. The
enhanced productivity of AXA internal
processes and its strong cost management
have led to an improving expense ratio.
Procurement has been involved in many
sourcing and negotiation events leading to
increasing rebates, risk minimization and quality
increase. Various initiatives are targeted at
continuously improving operational efficiency,
ranging from tighter procurement policy,
smoother and more stable operational
processes through reengineering, and
improvements in efficiency for IT resources
usage.

 

In a context of growing activity, AXA France is
focusing on creating value by improving
productivity, mainly by closely monitoring
the evolution of staff in order to optimize unit
costs, focusing on investments with short
payback and high return, such as repurchase
agreements (Repos) and hedge funds, and
reviewing and optimizing processes mainly
through AXA Way.

In the United Kingdom, AXA’s 24.5% share
in the healthcare market1 gives it purchasing
power for claims settlement to achieve higher
profitability. Claims restructuring has continued,
focusing on process and system improvements,
delivering a reduction in leakage rates. The
United Kingdom branch transformation program
has better aligned distribution capacity to the
existing geographical market spread, and has
eased efficiencies.

In 2006, despite inflation and owing to claims
management initiatives, AXA Belgium has been
able to maintain the average claims cost at the
2005 level in motor individual lines.

In Southern Europe, the operational model is
based on a shared factory for product
development. Products are sold across a variety
of distribution channels, both exclusive and
non-exclusive. In Portugal, with the acquisition
of Seguro Directo, call centers were optimized
and new technological tools were introduced, to
optimize the quality of service and to ease the
evolution of the processes.

Impacts of Winterthur
acquisition

In the Property & Casualty segment, AXA
expects that the acquisition of Winterthur will
give AXA a leading and profitable position in the
Swiss market (in 2005, Winterthur was # 1 in
Property & Casualty with a market share of

(1) Source: AXA.


20%1). As an all-line insurer, Winterthur offers a
wide range of products, especially in motor and
workers’ compensation.

In addition, AXA believes that the Winterthur
acquisition will enable it to consolidate its
position in three key European countries:

In Germany, the aggregation of Winterthur and
AXA’s market positions would have placed the
combined company in the fourth position with a
market share of 5.6%2. AXA expects also to gain
access to the Civil Servants market via
Winterthur’s DBV brand. For the targeted group
of medical practitioners, AXA believes that
Winterthur will help AXA to reach the leading
position in the Property & Casualty market.

 

In Belgium, the deal should strengthen AXA’s # 1
position in Property & Casualty with a
combined market share of approximately 23%2.
It also represents an opportunity for AXA to
enter the fast growing Property & Casualty
direct segment with Winterthur’s subsidiary
Touring Assurances, the market’s # 2 direct
distribution channel as of 20051.

In Spain, The aggregation of Winterthur and
AXA’s market positions would have placed the
combined company in the # 2 position2 (versus
# 3 for AXA alone).

(1) Source: AXA.
(2) Source: AXA, estimate based on 2005 data.


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.
Operations are 100% reinsured through
Paris Re Holdings Limited for all periods
following 2005.

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).

AXA Corporate Solutions Assurance is the
AXA Group subsidiary dedicated to large
Property & Casualty risk insurance for large
European companies, and to aviation and
marine insurance companies worldwide.

AXA Cessions is 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 Assistance provides 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 Managers is 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)  
INTERNATIONAL INSURANCE SEGMENT   Gross revenues   Gross insurance  
    Years ended December 31,   liabilities at  
    2006   2005   2004   December 31, 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   34%           3,534  
AXA Liabilities Managers   36   1%   36   1%   124   4%   3,207  
AXA Re Life   98   3%   111   3%   117   3%   180  
TOTAL   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.
 

For the ten-year loss development of AXA’s
International Insurance liabilities, see Note 14
included in the financial statements.

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 Assistance has enjoyed a steady profitable
growth since 2003 and has outperformed its
traditional competitors. However, new business-
to-consumer players 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 Assurance provides
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 Assistance applies 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.

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)  
INTERNATIONAL INSURANCE SEGMENT   Gross revenues   Gross insurance  
    Years ended December 31,   liabilities at  
    2006   2005   2004   December 31, 2006 (b)  
Property damage   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
nvestment contracts
                          (33)  
TOTAL                           12,271  
(a) Winterthur represents €1,163 million of total gross insurance liabilities.  

 

Distribution channels

AXA Corporate Solutions Assurance mainly
distributes its products through international
brokers, but also domestic brokers. Marine and
aviation business is distributed through
specialized brokers.

AXA Assistance mainly operates as a business
to business company 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 Assurance reviews
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 by AXA Cessions on behalf
of AXA’s insurance subsidiaries (2005:
€717 million).


Value drivers

AXA Corporate Solutions Assurance.
Profitability of the written business is driven by
the difference between premium income for
assumed risk and the actual cost of claims,
which is measured by the loss ratio. The loss
ratio is sensitive to the occurrence of large
claims, especially in the property and aviation
lines of business. Thus, the ability to partly
transfer risks to an external capacity reduces
the volatility of AXA Corporate Solutions
Assurance earnings. To a lesser extent, the loss
ratio is also dependent upon price cycles which
can be of higher amplitude than in personal
insurance markets. In addition to loss
experience, profitability is also driven by the
level of expenses related to contract acquisition,
as well as policy and claims management. Long
tail business (i.e. liability and construction) is
sensitive to asset yields, and its contribution to
earnings depends partly on the pace of growth.

AXA Liabilities Managers focuses on
maximizing the value embedded in the Group’s

 

run-offs. Key drivers of performance include
claims management, commutations, collection
of reinsurance, asset-liability management and
optimization of capital and management
expenses. The Company has developed specific
skills and expertise tailored to a run-off
environment in each of those areas.

Impacts of Winterthur
acquisition

The acquisition of Winterthur will bring new
talent to AXA Liabilities Managers in the field of
run-off management. This is indeed an area
where Winterthur had developed specific
expertise through their “Closed Portfolio
Management” team. This team will be integrated
into AXA Liabilities Managers and will gain
access to its global platform, enabling to further
optimize the management of Winterthur’s run-
offs.


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 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)  
AXA ASSET MANAGEMENT SEGMENT   2006   2005   2004  
Assets managed by AXA’s asset managers
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 €1,315 billion (of which €104 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.

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).

Value drivers

Revenues of asset managers stem from fees on
assets under management. The revenue growth
is driven by, on the one hand, the volume
growth through client attraction and retention,
market performance, optimal expertise
scalability and higher net inflow and, on the
other hand, by margins through innovation,
value added performance products that sustain
the overall margin and optimal focus on key
markets and regions as well as value added
client segments.


Shareholders value is calculated as the
difference between revenues and costs. The
latter can be broken down into four main
categories: sales and marketing, fund
management, middle and back office, and
support.

Impacts of Winterthur
acquisition

AXA believes that the integration of Winterthur’s
business within AXA IM is an opportunity to

  grow in the race toward global size.
AXA believes that Winterthur will expand
AXA presence, mainly in Switzerland and
Germany. AXA IM should become a significant
player in Switzerland, with a new management
centre in Zurich and new market for AXA REIM.
AXA considers that Winterthur will also
strengthen AXA fixed income and alternative
expertise, with a new expertise in Swiss Franc
fixed income management and in Swiss real
estate, and the consolidation of AXA asset base
in Hedge Funds.

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.

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 20052. 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 in 2005 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.

(1) Source: AXA, in 2005.
(2) Source: AXA.


INVESTMENT
STRATEGY

Significant acquisitions

In 2006
AXA Canada had announced on November 29,
2005, that it had entered into an agreement to
buy Winterthur Canada Financial Corporation,
whose main asset was The 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 of
MLC Hong Kong and 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 Value of Business in Force
(net of tax).

On May 15, 2006, AXA announced the squeeze-
out of the minority shareholders of its German
subsidiary 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 endorsed 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. At the end of December
2006, the corresponding ownership rate of the
group in the German subsidiaries amounted to
96.84% generating an additional goodwill of
€92 million.

AXA proceeded with 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.
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 Credit
Suisse Group under which AXA would acquire
100% of Winterthur for 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
Credit 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,

– €3.8 billion of perpetual deeply subordinated note issues,

– €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
Credit 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 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 will be seeking shareholder approval
for this acquisition at the Annual General
Meeting in 2007. In addition, AXA APH has
declined the opportunity to acquire Winterthur’s
Indonesian life insurance operations and
Japanese operations.

 

On October 16, 2006, AXA entered into an
agreement with Alpha Bank
to acquire its
insurance subsidiary Alpha 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 upon completion of the
acquisition which is subject to regulatory
approvals in Greece.

On October 23, 2006, AXA UK announced that it
reached agreement with the Board and two
main institutional shareholders of Thinc Destini
to 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 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 due to
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 per cent 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 of ONA’s
49% share in the capital of AXA-ONA (the
holding company of AXA Assurance Maroc).
The transaction values AXA-ONA at
MAD 6.382 billion (revised value, €573 million
with December 31, 2006 exchange rate) for


100% of its share capital and will be financed
locally. This agreement is an opportunity for AXA
Assurance Maroc to reinforce its integration in
the AXA Group. Closing of this transaction is
subject to regulatory approvals. Upon its
completion, AXA Assurance Maroc will be 100%
controlled by AXA. As at December 31, 2006,
AXA’s ownership interest and voting right
percentages in AXA Assurance Maroc were
both 51%.

In 2005
On October 31, 2005, AXA Investment Managers
(AXA IM) completed the purchase of the
Framlington Group Limited. Framlington is an
investment management boutique with an
emphasis on specialist, high-performance and
high-value-added equity investments, and has a
significant market position within the UK retail
market segment. The purchase price amounted
to €303 million, with a related goodwill of
€142 million and an intangible asset of
€132 million (net of tax).

On October 18, 2005, AXA acquired from the
group Caixa Geral de Depósitos the insurance
company Seguro Directo which operates in the
direct insurance market in Portugal (by telephone
and Internet). The purchase price amounted
to €42 million, and the related goodwill to
€31 million.

In 2004
On July 8, 2004, following the receipt of all
required regulatory approvals and the
satisfaction of all conditions to the merger
agreement, AXA Financial, Inc. finalized the
acquisition of 100% of the MONY Group, Inc.
(“MONY”),
including MONY Life, MONY Life of
America, Enterprise Capital Management,
Advest and MONY Partner. This acquisition
reinforced AXA Financial Life & Savings and
asset management activities and enabled AXA
to greatly expand its presence and influence in
the U.S. market for financial advice, by
increasing its multi-channel distribution
networks and client bases.

 

Significant divestitures

In 2006
AXA initiated in 2006 a strategic review
regarding the future of its reinsurance activity,
currently underwritten by AXA RE and 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 sale
of AXA RE’s business to Paris Re Holdings, in
which AXA had taken 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 run-off portfolio and will be
reported in the Other International Insurance
segment.

In 2005
On December 2, 2005, AXA Financial Group
sold Advest to Merrill Lynch. Advest was a
wholly owned subsidiary of AXA Financial Group
and part of its Financial Advisory/Insurance
segment. In accordance with the terms of the
agreement, Merrill Lynch purchased all of the
issued and outstanding capital stock of Advest
for $400 million in cash. This transaction
reduced AXA Financial Group’s goodwill by an
estimated €152 million. Total net income impact
of the transaction was €
–71 million, post tax.


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 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 “Description of Business – 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.

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).


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, in particular to finance
prepaid commissions on some mutual fund-type
products.

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.
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.

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) totaled
€5,563 million after taking into account all intra-
group 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 eurozone
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.

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.

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).

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.

 

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
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 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 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.

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 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.


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).

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.

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 is proposing a dividend
payment of €1.06 per share on May 21, 2007.
As of January 1, 2006, this dividend gives rise to
a 40% tax credit for individuals whose fiscal
residence is in France, equal to €0.424 per
share.


THE 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.

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:

– Co-ordinating 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.

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. 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 chapter.

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 i 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.

 

MARKET RISK

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:

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.

 

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:

 

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.

 

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.


Description of Property & Casualty
insurance reserves
Property & Casualty technical reserves break
down as follows.

     

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

 
    (in euro millions)    

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.

 

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
 

         
    Technical liabilities  

    December 31, 2006  

Personal - Motor   14,836    
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

      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.
 

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.

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”).

 

 

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.
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.
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.

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.

Interest-rate risk
DEFINITION:
interest-rate risk may result from:

– a mismatch between types of interest rates (fixed versus floating),

– 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.

 

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.

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.

– 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.
More than half 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.

 

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 US 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 exchange 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
US 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 US 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).
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 US 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).
In Belgium, AXA Belgium manages a US 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
US 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 US 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 US 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 US 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 SA’s activities in
Switzerland following the acquisition of the
Winterthur Group were hedged in an amount
of CHF5 billion.
AXA SA’s assets account for most of the
assets of Group holding companies.

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 (EEV) in the Life & Savings
business, as described in the “Other financial
information” chapter of this document.

– 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.

 

These analyses cover AXA SA, 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 section “Exchange-rate risk
related to the operating activities of Group
subsidiaries”, 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.

 

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 US 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 US 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.


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.

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.

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.

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.

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”).

 

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.

Exposure analysis
A uniform Group-wide framework for quantifying
all risks has been developed by GRM and
AXA Cessions using stochastic modeling
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.

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.

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 modeling
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.

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).

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.

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).

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.

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.

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.
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.

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.
The breakdown of underlying bonds by rating
(resulting from management information) is as
follows:

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
information 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.

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.


OPERATIONAL
RISKS

General principles

Guided by the principles set forth by the
Basel Committee on banking supervision,
AXA defines operational risk as the risk of
loss resulting from inadequate or failed
processes, people or systems. This inadequacy
or failure may come from internal or external
causes.

Responsibility for managing day-to-day
operational risks lies mainly with subsidiaries,
which are best positioned to take the
appropriate measures to mitigate the risks
facing their organizations. However, AXA has
defined a Group framework for identifying,
quantifying and monitoring the main operational
risks involving the deployment of a common
system.

AXA has classified its operational risks as
follows:

– Internal fraud.

– External fraud.

– Employment practices & workplace safety.

– Clients and business practices.

– Damage to physical assets.

– Business disruption and system failures.

– Execution, products, delivery and process
management.

On this basis, AXA develops quantification
methods to estimate the capital allocation
needed to cover operational risks based
on models inspired by those proposed by
the Basel Committee for banking supervision.
These efforts will be continued and stepped up
during 2007.

 

Professional ethics

To comply with Sarbanes-Oxley legislation,
AXA adopted a code of professional ethics in
February 2004. The code was updated in
March 2006. It defines rules for day-to-day
professional conduct. Rules defined in
specific chapters include those concerning
conflicts of interest, transactions involving
AXA securities and those of its listed
subsidiaries, confidentiality and control
of sensitive information, and data protection
and storage.

There are also codes of ethics for business
units, which include requirements relating
to the methods used to market products
and services and sales practices, in accordance
with local regulations. With respect to
customers, ethical requirements focus on the
quality of advice and the transparency of
information provided to them, the confidentiality
of customer information, equal treatment,
and efforts to combat fraud and money
laundering.

Money laundering and
corruption risk

AXA is firmly committed to combating money
laundering wherever its entities have business
relations. This commitment is enshrined in a
charter drawn up in 2002, which was approved
by the Management and Supervisory Boards. In


line with this charter, each entity has introduced
procedures based on certain general principles,
on top of applicable local regulations, and has
appointed an anti-money laundering officer. The
“know your customer” principle is crucial in this
respect, and is fundamental to all transactions.
The principle also covers intermediaries. Special
attention is paid to transactions involving cash
or other equivalent instruments. Procedures are
reviewed and adjusted regularly based on
experience. In France, a specific organization
has been set up to ensure effective co-operation
with TRACFIN.

Regulatory risks

AXA, due to its principal activity of acquiring
and managing equity interests in insurance
companies, is considered to be an insurance
group (“société de groupe d’assurance”) under
Article L.322-1-2 of the French Insurance Code
(the “Code des assurances”). Consequently, it is
subject to supervision by ACAM (Autorité de
Contrôles des Assurances et des Mutuelles –
French insurance company supervisory
authority), which ensures compliance with the
relevant legal and regulatory provisions of the
French Insurance Code.

AXA is also subject to regulations pertaining to
the additional supervision of insurance groups.
As such, the Group computes an adjusted
solvency margin based on its consolidated
financial statements, which must be submitted
annually to ACAM.

AXA’s main activities are in Western Europe,
North America, Asia-Pacific and to a lesser
extent Africa and the Middle East. In each
jurisdiction within these regions, AXA is subject
to strict regulation of its insurance and
investment activities.

Although the extent and type of regulations vary
between countries, most jurisdictions in which

 

AXA’s insurance subsidiaries operate have a
legal and regulatory framework covering:
commercial practices, solvency margins, reserve
levels, permitted investment types and
concentrations, dividend distributions,
relationships with supervisory authorities,
insurance activities, agent authorization and, for
some insurance segments, pricing approval or
disclosure. From time to time, the AXA Group is
subject to investigations by regulatory
authorities. For example, in Japan, AXA is
currently investigated by the FSA (the Japanese
regulator), in relation with payments made to
the policyholders under the terms of their life
insurance policies, over the course of several
years. In various countries, life-insurance
products might offer tax advantages to
policyholders. This advantageous tax treatment
may be jeopardized by changes in tax laws. For
example, the Japanese legislator is currently
considering a change of this nature. The
implementation of such a change in Japan is
expected to have a negative impact on the
results of the Group.

AllianceBernstein and AXA Investment
Managers are subject to comprehensive
regulations in each jurisdiction in which they
operate. The aim of these various regulatory
systems is to protect customer assets, to
ensure transparent information for customers
regarding investment returns and risks, to
provide customers with information on the fund
manager’s identity and skills and to ensure that
the proposed investments fit with the
customer’s objectives.

Risk related to the US stockmarket
listing

AXA is listed on the Paris stock exchange and,
since August 1996, on the New York Stock
Exchange (“NYSE”). Because AXA, like all other
non-US issuers, is listed on two different
exchanges, it is subject to two sets of securities
laws, and to accounting standards and corporate
governance rules that may differ in certain
respects. AXA prepares its consolidated financial


 

statements in accordance with IFRS, and then
reconciles this information with accounting
principles generally accepted in the United States
(US GAAP). The application of these two
methods may lead to some differences. In
addition, non-US issuers listed on the NYSE (like
US issuers) are subject to the Sarbanes Oxley
Act, which was adopted in the USA in July 2002.
In particular, the Sarbanes Oxley Act requires that
both the CEO and the CFO certify AXA’s
consolidated financial statements. It also
contains requirements concerning corporate
governance and, as of 2006, the annual audit of
internal controls on financial reporting. Specialist
teams at AXA ensure that the Group complies
with these regulations through specific and
targeted analyses and reports.

Legal and arbitration
proceedings

AXA and its subsidiaries are involved in a
number of lawsuits arising from their business
activities, particularly the USA, where lawsuits
– including class-action lawsuits – are in progress
against AXA and its subsidiaries. In some of
these lawsuits, plaintiffs are seeking punitive
damages which bear little relation to the real
amount of damages suffered. Although it is
difficult to predict with any certainty the level of
damages or compensation that AXA and its
subsidiaries may be required to pay as a result of
these lawsuits, as of the date of this report, none
of these lawsuits has resulted in a decision
against AXA or any of its subsidiaries that has had
a material adverse effect on the Group’s
consolidated financial position. At the present
time, based on information available to it,
AXA’s management does not believe that any of
these lawsuits is likely to have a material adverse
impact on the consolidated financial position of
the AXA Group taken as a whole.

 

Holocaust
Since 1998, AXA has continued its efforts to
identify unpaid life insurance policies issued to
Holocaust victims in France, Germany, and
Belgium and has actively participated in the
International Commission on Holocaust Era
Insurance Claims (“ICHEIC”) together with four
other European insurance groups, US insurance
regulators and non-governmental Jewish
organizations. 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 US 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
US 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 US, it does not offer complete protection
and, consequently, AXA could still be subject to
litigation in the US brought by Holocaust
claimants.

Philips
Several subsidiaries of the Group are currently
involved in a litigation in the Netherlands and in
the US, in relation with asbestos related claims
made by Philips (on behalf of one of its US
subsidiaries) under its worldwide liability
program. Certain insurance companies taking
part into this program (including some AXA and
Winterthur entities) seek the cancellation of this
program for misrepresentation claiming that
Philips failed to disclose information material to
the program and, in particular, the fact that one
of its subsidiaries distributed asbestos.
Following the acquisition of Winterthur, the


exposure of the AXA Group to the Philips
program increased because Winterthur and
some of its subsidiaries held a significant
participation in Philips program. Philips
commenced proceedings in the US seeking a
judgement that a US court and not a Dutch
court should have jurisdiction over the claim.
The US court decision is expected in May 2007.
The transfer of the proceedings to US courts
would increase the AXA Group’s exposure to
this risk.

Litigation in the USA
In addition to the foregoing, AXA and its
subsidiaries face a certain number of lawsuits in
the USA arising from their ordinary business
activities. In particular, AXA Financial, AXA
Equitable and AllianceBernstein are involved in
several lawsuits, including class-action suits.
This litigation relates to various matters
including, among others, the sale of these
companies’ products in the US market, their
investments, their real estate and asset
management activities, their employees and
their agents. Some of these lawsuits expose
these companies to a risk of punitive damages,
which bear no relation to the real damage
suffered by the plaintiffs. In addition, certain US
regulatory authorities regularly investigate the
markets they supervise. These investigations
may result in lawsuits from time to time. For
example, the US insurance regulators, the SEC
and certain state attorney generals
– particularly the New York state attorney general
– have continued to examine practices in the insurance
market. As a result, AXA and its subsidiaries
may be investigated by these authorities. It is
difficult to estimate with any certainty the
damages or compensation that AXA and its
subsidiaries may be subjected to as a result of
these lawsuits and investigations.

To the best of the Company’s knowledge and at
the current stage of the various lawsuits, none
of the lawsuits described above is likely to have
a material adverse effect on the business or
consolidated financial position of AXA and its
subsidiaries taken as a whole. However, AXA’s

 

management cannot currently predict whether
these litigations could have a material adverse
affect on AXA’s consolidated financial results of
operations in any particular accounting period.

Social and
environmental risks

With respect to its employment practices, AXA’s
key challenge is to retain employees and
position itself as an employer that is able to
attract top talent.
Environmental risks are limited because AXA’s
core business activities are generally non-
polluting.

Insurance cover

The AXA Group’s general policy
concerning the insurance
of transferable risks

In general, the AXA Group’s purchasing of
insurance is decentralized as far as possible.
Group solutions are used wherever practical.
Subsidiaries are responsible for identifying risks
and buying their own insurance, for example
property damage and professional liability cover
for their local exposures.

Under the general decentralization policy,
subsidiaries may take out cover with external
insurers or an AXA Group insurer. AXA Cessions
keeps an inventory of local insurance contracts.

AXA Cessions has been appointed to buy certain
types of group-wide insurance coverage for risks
shared by all entities. These policies, covering
directors and officers’ liability, professional
liability and fraud, are set out below.


 

Exposure to common risks and
group-wide insurance programs
Group-wide insurance programs cover all Group
entities with the exception of AXA Asia Pacific
Holdings and AXA Financial and their
subsidiaries, which have traditionally bought
cover in their local markets.

The Group’s insurance programs are designed
for its specific requirements and its main
businesses of insurance, banking, assistance,
investment, asset management and property.

Insurance covers are revised annually to ensure
that AXA has achieved the market’s best terms

 

as regards conditions, rates, limits and
protection. The insurers used by the Group are
acknowledged international leaders in their
fields, and the solidity of each company is
checked and approved according to Group
standards.

All coverage is systematically controlled by
AXA Cessions in consultation with local entities.

For 2006, the total cost of Group cover for
directors and officers liability, professional
liability and fraud was around €8.3 million,
excluding taxes and commissions.


CAUTIONARY
STATEMENTS CONCERNING THE USE
OF NON-GAAP MEASURES AND
FORWARD-LOOKING STATEMENTS

This report 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 provided at the end of this document.

Certain statements contained herein are forward-looking statements including, but not limited to,
statements that are predications of, or indicate, future events, trends, plans or objectives. Undue
reliance should not be placed on such statements because, by their nature, they are subject to
known and unknown risks and uncertainties and can be affected by other factors that could cause
actual results and AXA’s plans and objectives to differ materially from those expressed or implied in
the forward looking statements (or from past results). These risks and uncertainties include, without
limitation, the risk of future catastrophic events including possible future weather-related
catastrophic events or terrorist related incidents. Please refer to AXA’s Annual Report on Form 20-F
and AXA’s Document de Reference for the year ended December 31, 2005, for a description of
certain important factors, risks and uncertainties that may affect AXA’s business. AXA undertakes no
obligation to publicly update or revise any of these forward-looking statements, whether to reflect
new information, future events or circumstances or otherwise.


INSURANCE AND ASSET
MANAGEMENT MARKETS

Life & Savings

France. According to the FFSA, in 2006, the
increase in gross written premium has been
estimated to 17% (of which PEL +9%) vs. +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 third.

United States.1 In 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. Sales of life
insurance products with fixed returns, such as
universal life, continued their strong sales in the
first nine months of 2006 with industry universal
life sales up 16%. In that same period, fixed
whole life insurance sales increased 2%,
and term insurance sales increased 3%.
AXA gained market share, ranking third in
the variable annuity market and ninth in the
variable life market for first nine months 2006
(source: VARDS).

 

United Kingdom.2 New annualized business
(new regular premiums plus 10% of single
premiums) were 30% higher than 2005 in the
year to September 2006. 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 to represent 76% of total market new
business.

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 changes in deregulation (notably
the postal service privatization), social
infrastructure (including a population that is
both ageing & declining) and customer

(1) Please note that the numbers quoted for the market data (life and annuity) are 9M06.
(2) Derived from Q1-Q3 2006 figures.


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 market. 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. A mid-sized player (10th & 12th in
the market based on new business and
assets respectively) with a diversified product
range and distribution model, AXA Japan is
well positioned to profitably grow its market
share.

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 easier 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 increased 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 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. In
consequence, it lowered the market potential for
full coverage and resulted in a strong decline of
net new inflow for this type 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%1
and in Health, AXA is tenth with a market share
beyond 3%2.

Belgium. On the retail market, significant shifts
occurred in 2006. The main ones were the
decrease in the national savings rate, the
introduction of a new insurance front-tax (1.1%)
and the increase of the tax deductibility on 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,

(1) Derived from Q1-Q3 2006 figures.
(2) Derived from Q1-Q3 2006 figures.


new product developments are required to
sustain business growth. The market downturn
in 2006 was spectacular in Individual Life,
especially for 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 thanks to the robustness of its
Crest product line as well as the launch of
competitive unit-linked products. The corporate
market in retirement and savings was rather
stable in 2006, most insurance companies
adjusting their existing plans (to comply with Loi
de Pension Complémentaire
). In Disability and
Health, volumes remained stable while prices
decreased.

Southern Europe. In Spain, socio-demographic
evolution results in an ageing population, partly
mitigated by recent influx of immigration, which
now represents 7% of total country population.
An increasing awareness of the need for
retirement savings is observed. New tax law to
be introduced in 2007 wipes out fiscal
advantages of life insurance versus other forms
of saving, and had a unfavorable impact on
sales of unit-linked products. However, the new
law also appears to favor annuities, for which
insurers are better positioned than banks. In
Italy, 2006 market forecast in Life & Savings
(IAMA Source as of October 2006) shows a 5%
new production decrease, with bank channels
decreasing by 7% and agent networks at the
same level as previous year. In Portugal,
insurance activity has been facing an
unfavorable economic environment. Portuguese
economy has passed through a declining trend
in the recent years, reaching 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
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
September 2006).

Australia / New Zealand. Regulatory change and
complexity, the continuing shift of financial
responsibility from Government to individual 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% pa. Financial
protection product markets are underpinned by
rising incomes, asset appreciation and
widespread under-insurance, with expected
growth rates of 6-7% pa. Both Australia and New
Zealand have 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 Australia. 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.

Hong Kong. The economy of Hong Kong
continued to grow in 2006 with GDP growing by
5.8%1 and Hang Seng index growing by 34.2%
in 2006. Hong Kong remains a very attractive life

(1) 3rd quarter 2006, year-on-year % change in real terms.


insurance market, with high profit margins, high
savings ratios and moderate life insurance
penetration. Individual life market new business
sales increased by 19%1 for 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.2

Property & Casualty

France. After 5 consecutive years of
accelerated growth from 1999 (2%) until 2003
(8%), 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 market should stay
flat in Motor. In the property & Casualty market,
AXA is the first player.

United Kingdom and Ireland. The UK market
has 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 2006, total
business 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 2006.
Despite partially 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 2006). The number of contracts is
expected to remain stable in 2006 compared to
previous year. Regarding retail dominated non-
motor lines, volume increased by only 0.8% in
the first nine months 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 2006. In the P&C market
AXA ranks eighth with a market share above
4%3.

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 should grow by 1.3% while household
premiums should rise by 5.9% (natural peril).
The Workers’ compensation market should
confirm its growth 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. In Spain, the sales in motor
car industry reached successive records level
over past years, even though a recent slow
down of the growth is noticeable. This has

(1) 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.
(2) 3rd quarter 2006, year-on-year % change in real terms.
(3) Derived from Q1-Q3 2006 figures.


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&C (ANIA Source) shows a +2.7%
gross written premiums increase (motor +1%,
property +5%, health +6,6%). In Portugal,
insurance activity has been facing an
unfavorable economic environment. Portuguese
economy has passed through a declining trend
in the recent years, reaching 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 3rd market player, in Italy, AXA is
ranked 9th on the market, and in Portugal,
AXA is ranked 2nd 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 and 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 a lack of major natural
disasters. In Property and 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 change impacts
explained a decrease in revenues in 2006 after a
significant increase in 2005. Despite recent
pressure on price, growth 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
risks insurers in Europe.

Asset management1

In 2006, total long-term stock, bond and hybrid
fund net inflows were $226 billion for 2006,
compared with $192 billion for 2005.
Specifically, stock net inflows increased 16%
and bond net inflows increased 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) Please note that the numbers quoted for the market data are 9M06.


2007 POST-CLOSING
TRENDS

Global equity markets got off to a buoyant start
boosted by optimistic economic growth
prospects, robust corporate earnings and an
active M&A environment. During late
February/early March the global financial
markets experienced volatility not seen since
2003, the beginning of the four-year bull market.
Concerns of a market correction materialized
when China’s Shanghai Market sparked a
worldwide equity sell-off causing significant
downward pressure on all major indices; erasing
recent benchmark highs. In addition, losses
were extended in major markets by the concern
of a slow down in US economic growth, the
deteriorating condition of the US sub-prime
mortgage lending market and the unwinding of
the yen carry trade. However, since mid-March,
markets seem to regain the lost ground. The
European Central Bank and the Bank of England
continued to raise their benchmark interest rates
in early 2007 while the U.S. Federal Reserve

 

maintained its target interest rate. Bond yields
fell across all major bond markets during the
month of February, highlighting the
responsiveness of credit markets to turbulence
in the equity markets.

The insurance sector had a solid start to the
year with most large companies releasing 2006
earnings that exceeded expectations buoyed by
strong equity markets in 2006 partially offset by
the continued low interest rate environment,
narrowing credit spreads and a flat yield curve.
Specifically, life insurance earnings were robust
driven by a continued product mix shift toward
guaranteed equity products and an expansion in
distribution channels. Property and casualty
earnings demonstrated resilience again
contributing strong earnings to 2006 results.
Asset management earnings were a significant
contributor aided by strong global equity market
performances and higher net inflows.


MARKET CONDITIONS
IN 2006

Financial markets

The major stock markets ended the year on an
upbeat 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 off 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 repo 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 all helped to boost corporate
bonds, which ended the year up by 5% on
average.

Exchange rates

Compared to December 31, 2005, the 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 yens at the end of September 2005
used for Full Year accounts to 149.3 yens at the
end of September 2006).

On an average rate basis, the 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).


DECEMBER 31, 2006
OPERATING HIGHLIGHTS

Significant acquisitions
and disposals

Acquisitions

AXA Canada had announced on November 29,
2005, that it had entered into an agreement to
buy Winterthur Canada Financial Corporation,
whose main asset was The 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 of
MLC Hong Kong and 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 Value of Business in Force
(net of tax).

On May 15, 2006, AXA announced the
squeeze-out of the minority shareholders of
its German
subsidiary 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 endorsed 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. 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 proceeded with 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.

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 Credit
Suisse Group under which AXA would acquire
100% of Winterthur for 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
Credit 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)

– €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
Credit 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 will be seeking shareholder approval
for this acquisition at the Annual General
Meeting in 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
subsidiary Alpha 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 upon completion of the acquisition
which is subject to regulatory approvals in
Greece.

On October 23, AXA UK announced that it has
reached agreement with the Board and two
main institutional shareholders of Thinc Destini
to 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 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 due to
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 per cent of the issued Thinc
Destini ordinary shares, has closed on
November 10, 2006.

On December 14, 2006, ONA and AXA had
entered into an agreement for the buy-out of
ONA’s 49% share in the capital of AXA-ONA
(the holding company of AXA Assurance
Morocco). The transaction values AXA-ONA at
MAD 6.382 billion (revised value, €573 million
with December 31, 2006 exchange rate) for
100% of its share capital and 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%.

Disposals

AXA initiated in 2006 a strategic review
regarding the future of its reinsurance activity,
currently underwritten by AXA RE and 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 sale
of AXA RE’s business to Paris Re Holdings, in
which AXA had taken 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 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 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
its share purchase program to control dilution
arising from 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 billion capital 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.

As part of the financing of the acquisition of
Winterthur, AXA placed on July 6, 2006, a triple-
tranche Euro and Sterling perpetual deeply
subordinated notes
for 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 issue
for a total amount of
$AUD 750 million (approximately €0.5 billion).

On December 11, 2006, AXA priced a
two-tranche US$ perpetual deeply
subordinated note issue
for a total amount of
US$1.5 billion (approximately €1.1 billion) of
which US$750 million for the US Dollar
Perpetual Deeply Subordinated Non-Call
12 year tranche and US$750 million for the US
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. Overall
US Dollar 11.1 billion 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.

 

Other operations

On November 13, 2006, AXA completed its first
mortality risk securitization transaction by 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 US (15%), for a
total amount of circa €345 million in four
different tranches rated AAA, A-, BBB, BB+.


EVENTS SUBSEQUENT
TO DECEMBER 31, 2006

On January 4, 2007, AXA reached an agreement
with QBE Insurance Group for the sale
of Winterthur’s US operations for
US$1,156 million (€920 million taking into
account hedges put in place by AXA for this
transaction at 1 Euro = 1.26 US$). In addition,
Winterthur US will repay US$636 million of
which US$79 million have been repaid in Q4
2006 (€506 million taking into account hedges
put in place by AXA for this transaction at
1 Euro = 1.26 US$) of inter-company loans to
Winterthur Group. This transaction follows AXA’s
decision to put Winterthur US operations under
strategic review, as initially announced on
June 14, 2006. The transaction is subject to
necessary regulatory approvals and is expected
to close during the second quarter of 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. 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 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.

On January 12, 2007, AXA UK announced that it
has reached agreement with insurance brokers
Stuart Alexander and Layton Blackham
to
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.

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 is subject to the
satisfaction or waiver of certain conditions
including regulatory approval. 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.

In connection with AllianceBernstein’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%.

On March 16, 2007, AXA reached an agreement
with Kyobo Life 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 was subject to local regulatory
approvals.

On March 19, 2007, AXA Holdings Belgium SA
reached an agreement with ELLA Holdings Ltd
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 was subject to
required regulatory approvals.

On March 23, 2007, AXA and BMPS reached 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.


CONSOLIDATED
OPERATING RESULTS

Consolidated gross revenues

                (in Euro million)  
CONSOLIDATED GROSS REVENUES (a)   2006   2005   2004   Variation
2006/2005
 
Life and Savings   50,479   45,116   42,344   11.9%  
of which Gross written premiums   48,786   43,496   41,103   12.2%  
of which Fees and revenues from investment contracts
with no participating feature
  608   509   417   19.5%  
Property & Casualty   19,793   18,874   17,852   4.9%  
International Insurance (b)   3,716   3,813   3,363   – 2.5%  
Asset Management   4,406   3,440   3,084   28.1%  
Other Financial services (Net banking revenues) (c)   381   428   387   – 10.9%  
Holding companies activities          
TOTAL   78,775   71,671   67,031   9.9%  
(a) Net of intercompany eliminations.
(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 period of December 31, 2006.
 

 

Consolidated gross revenues for full year 2006
reached €78,775 million, up 9.9% compared to
previous period.

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
US 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.

Total life New Business APE1 reached
€6,234 million, up 13.9% compared to full year
2005. On a comparable basis, Group New
Business APE increased by 14.8%. This growth
was attributable to all significant countries
except Belgium.

France new business APE increased by 14%
to €1,231 million with Individual business up

 

12% and Group business up 21%. Individual
business growth was largely driven by
unit-linked Investment & Savings up 31%
to represent 38% of Individual savings as
well as by the 33% increase in individual
Life and Health thanks to the successful
launch of new products in proprietary
channels (Héliade and Prêt-à-Protéger)
and new Health offers targeting families and
independent workers. Group new business
benefited from some large non unit-linked
single premiums.

The United States APE increased by 14%
to €1,922 million mainly attributable to
Variable Annuity (+17%) and Individual
Life (+18% excluding COLI
–Corporate
Owned Life Insurance
–). Excluding Fixed
Annuities, COLI and mutual funds, APE was
up 17% with a 51% increase in Variable Annuity
distributed through the wholesale planner
channel.

(1) Annual premium equivalent is New regular premiums, plus one tenth of Single premium, in line with Group EEV methodology.
APE is Group Share.


Japan APE increased by 16% to €651 million
following the growth in individual business
(+18% to €627 million), driven by strong sales
of Increasing Term products and SPA (saving
product), partly offset by the continued declining
momentum in LTPA sales. Group business
decreased by 26% driven by lower Mutual Aid
sales.

In the United Kingdom, new business APE
was up 38% to €1,134 million driven by
strong growth in Investment & Savings (+55%)
largely due to sales of unit-linked investment
bond, particularly offshore bonds in the
fourth quarter of 2006, following enhancements
to the offshore bond products during the year.
Pension business also continued to
demonstrate strong growth in the wake of
A-day (+29%).

Germany APE increased by 6% to €287 million.
Restated from the backlog effect in 1Q05 linked
to a change in tax regulation in 2004, APE
increased by 29% mainly driven by Investment
& Savings unit-linked products (especially
Twinstar) and Health business (notably following
the launch of a new Medical Cost Insurance
product).

Benelux new business APE declined by 9% due
to Belgium APE down 11%, (or
–8% excluding
the impact of the termination of the distribution
agreement with “La Poste” in the second
quarter of 2005), mainly due to a decrease in
non unit-linked product sales (notably Crest),
as a new tax on premiums introduced in early
2006 triggered exceptionally high sales in
December 2005 and a significant decrease of
the whole market in 2006. Netherlands APE
was up 6% notably driven by Group pension
business.

Southern Europe new business APE was up 2%
to €143 million, driven by the 20% growth in
proprietary channels which more than offset the
28% decline in non-proprietary channels linked
to the termination in May 2005 of a
bancassurance agreement in Spain. Overall,
while single premium products were down 15%,
regular premium products benefited from new
product launches in 2006.

 

Australia/New Zealand new business APE
remained nearly stable as strong growth in the
superannuation and investment fund inflows
were offset to a large extent by a decrease in
the more volatile international equity mandates
into the JV with AllianceBernstein (which
included two large mandate wins in 2005).
Excluding AllianceBernstein mandates, APE was
up 13%.

Hong Kong new business APE was up 28%
on a comparable basis to €100 million
benefiting from (i) the increase in Individual
Life regular premiums, notably through the
broker channel, (ii) strong growth in single
premium unit linked products and (iii) new unit
trust products sold through bank distribution
agreements.

Property & Casualty gross written premiums
were up 4.9%, or +4.3% on a comparable
basis to
19,793 million, mainly driven
by United Kingdom & Ireland (+7% to
€4,721 million), France (+4% to €5,187 million),
Southern Europe (+4% to €3,152 million),
Turkey (+20.5% 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 18/24 months policies sold in 2005 leading
to less renewals in 2006.

Non-motor revenues increased by 5% mainly
driven by new products launches in UK
household, positive net inflows in Household


 

with and ongoing price increase in France, the
introduction 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
profitability contracts.

Other Lines1 (1% of P&C premiums) revenues
increased by 7% on a comparable basis mainly
due to AXA Art in Germany.

International Insurance revenues 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, 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
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
US.

Other transnational activities revenues
(including the transfer of reinsurance activities
formerly led by AXA RE to “Other Transnational”)
were down 15% to €1,351 million, mainly
attributable to AXA RE ( –16% to €1,217 million)
principally 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 revenues increased by
28% or 29% on a comparable basis to
€4,406 million, driven by higher average Assets
under Management (+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
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), net revenues grew by 30%

(1) Please note that UK Health is no longer reported in other lines but is now allocated between personal non motor and commercial
non motor lines.


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.

 

Net banking revenues in Other Financial
Services
were down 10.9% or –11% on a
comparable basis to
381 million, mainly
attributable to AXA Bank Belgium ( –12% to
€293 million), as a result of the decrease of (i)
realized capital gains, (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.

 

Consolidated underlying, adjusted earnings
and net income

                    (in Euro million)  
UNDERLYING EARNINGS, ADJUSTED EARNINGS AND NET INCOME   2006   2005
Restated(b)  
  2005
Published
  2004
Restated (b)
  2004
Published
     
Gross written premiums   72,099   65,995   65,995   62,152   62,152      
Fees and revenues from investment contracts with
no participating feature
  608   509   509   417   417  
Revenues from insurance activities   72,707   66,504   66,504   62,570   62,570  
Net revenues from banking activities   393   408   408   402   402  
Revenues from other activities   5,693   4,733   4,733   4,074   4,074  
TOTAL REVENUES   78,793   71,645   71,645   67,046   67,046  
Change in unearned premium reserves net
of unearned revenues and fees
  (498)   (502)   (502)   (97)   (104)  
Net investment result excluding financing
expenses
(a)
  30,774   30,928   30,928   25,279   25,279  
Technical charges relating to insurance activities (a)   (84,074)   (80,829)   (80,827)   (72,008)   (72,009)  
Net result of reinsurance ceded   (1,455)   (141)   (141)   (1,063)   (1,063)  
Bank operating expenses   (78)   (61)   (61)   (101)   (101)  
Insurance Acquisition expenses   (7,162)   (6,508)   (6,509)   (5,936)   (5,928)  
Amortization of value of purchased life business
in force
  (241)   (529)   (529)   (389)   (389)  
Administrative expenses   (8,751)   (8,570)   (8,570)   (7,686)   (7,686)  
Valuation allowances on tangibles assets   18   (3)   (3)   (11)   (11)  
Other   (451)   (197)   (197)   (243)   (243)  
Other operating income and expenses   (102,193)   (96,839)   (96,838)   (87,438)   (87,430)  
INCOME FROM OPERATING ACTIVITIES,
GROSS OF TAX EXPENSE
  6,876   5,233   5,233   4,790   4,790  
Net income from investments in affiliates and
associates
  21   20   20   55   55  
Financing expenses   (474)   (481)   (602)   (439)   (583)  
OPERATING INCOME GROSS OF TAX EXPENSE   6,423   4,772   4,651   4,406   4,262  
Income tax expense   (1,793)   (943)   (900)   (1,250)   (1,199)  
Minority interests in income or loss   (620)   (492)   (492)   (426)   (426)  
UNDERLYING EARNINGS   4,010   3,337   3,258   2,730   2,637  
Net realized capital gains attributable to shareholders   1,130   944   850   679   705  
ADJUSTED EARNINGS   5,140   4,281   4,108   3,409   3,342  
Profit or loss on financial assets (under fair value
option) & derivatives
  (226)   122   149   416   428  
Exceptional operations (including discontinued
operations)
  196   (72)   (72)   10   10  
Goodwill and other related intangibles impacts   (24)   (13)   (13)   (41)   (41)  
NET INCOME   5,085   4,318   4,173   3,793   3,738  
(a) For the periods ended December 31, 2006, December 31, 2005, and December, 2004, the change in fair value of assets backing contracts with financial risk borne by policyholders impacted the net investment result for respectively €15,370 million, €13,978 million and €10,543 million, and benefits and claims by the offsetting amounts respectively.
(b) Restated means: (i) transfer of the forex impact from adjusted earnings to net income, (ii) 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,
and (iii) in line with new accounting FRS27, 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.
 

                (in Euro million)  
    2004
Published
  Transfer of
foreign
exchange
impact
from
adjusted
earnings
to
net income
  TSDI
reclassification

impact
  2004
Restated (b)
 
UNDERLYING EARNINGS   2,637     93   2,730  
Net realized capital gains (a)   705   (26)     679  
ADJUSTED EARNINGS   3,342   (26)   93   3,409  
Profit or loss on financial assets & derivatives and tax impact   428   26   (38)   416  
Exceptional operations   10       10  
Goodwill and related intangibles   (41)       (41)  
NET INCOME   3,738     55   3,793  
(a) 26 million includes 38 million related to foreign exchange impact on TSDI.
(b) Please note that FRS 27 impacts on the statement of income (underlying basis) are not detailed as they are not significant.
 

 

                (in Euro million)  
    2005
Published
  Transfer of
foreign
exchange
impact
from
adjusted
earnings to net income
  TSDI
reclassification

impact
  2005
Restated (b)
 
UNDERLYING EARNINGS   3,258     79   3,337  
Net realized capital gains (a)   850   94     944  
ADJUSTED EARNINGS   4,108   94   79   4,281  
Profit or loss on financial assets & derivatives and tax impact   149   (94)   66   122  
Exceptional operations   (72)       (72)  
Goodwill and related intangibles   (13)       (13)  
NET INCOME   4,173     145   4,318  
(a) –94 million includes –66 million related to foreign exchange impact on TSDI.
(b) Please note that FRS 27 impacts on the statement of income (underlying basis) are not detailed as they are not significant.
 

 

                    (in Euro million)  
UNDERLYING EARNINGS, ADJUSTED EARNINGS AND NET INCOME   2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
   
Life & Savings   2,325   1,931   1,931   1,563   1,563  
Property & Casualty   1,453   1,346   1,346   1,102   1,102  
International Insurance   131   68   68   138   138  
Asset Management   508   396   396   300   300  
Other Financial Services   51   67   67   23   23  
Holding companies   (457)   (471)   (549)   (396)   (489)  
UNDERLYING EARNINGS   4,010   3,337   3,258   2,730   2,637  
Net realized capital gains attributable to shareholders   1,130   944   850   679   705  
ADJUSTED EARNINGS   5,140   4,281   4,108   3,409   3,342  
Profit or loss on financial assets (under fair value
option) & derivatives
  (226)   122   149   416   428  
Exceptional operations (including discontinued
operations)
  196   (72)   (72)   10   10  
Goodwill and other related intangibles impacts   (24)   (13)   (13)   (41)   (41)  
NET INCOME   5,085   4,318   4,173   3,793   3,738  
(a) Restated means: (i) transfer of the forex impact from adjusted earnings to net income, and (ii) 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.  

Group underlying earnings reached
€4,010 million, up 20% or €+673 million
compared to 2005. On a constant
exchange rate basis,
the growth was
€+690 million, attributable to main operational
segments.

Life & Savings underlying earnings were up
€+394 million or €+417 million on a constant
exchange rate basis.
Excluding Japan 2005
non-recurring items (€67 million), underlying
earnings
were up +484 million on a constant
exchange rate basis mainly attributable to the
United States
(€+143 million to €1,000 million,
of which €+92 million favourable income tax
settlement in 2006), France (€+76 million to
€462 million), Japan (€+70 million to
€256 million), the United Kingdom
(€+70 million to €155 million) and Germany
(€+39 million to €69 million).

Japan recorded €+67 million non-recurring
items in the full year 2005 underlying earnings.
These non-recurring items consisted in a
significant DTA valuation allowance release of
€225 million pre-Minority Interests (or
€220 million net), following the improvement
in the recovery of tax losses carry forward,
partly offset by DAC and VBI one-off
amortization for respectively €–27 million
and €–219 million pre-tax & minority interests
(or €–17 million and €–136 million net),
following a change of future investment
assumptions.

Underlying earnings (excluding Japan 2005 non
recurring items) increased by €484 million on a
constant exchange rate basis, mainly resulting
from:

(i) An improved investment margin
(€+137 million), primarily in the United
States (€+58 million due to higher
investment income), Germany (€+30 million
mainly driven by higher fixed maturities
income as well as lower policyholder
participation), United Kingdom (€+16 million
due to shareholder’s participation in higher
With Profit bonuses), and Australia and
New Zealand (€+19 million due lower
interest expense on inter-company loans

 

and debts and strong investment market
performance), partly compensated by
France (€–48 million due to lower investment
income partly offset by lower policyholder
participation).

(ii) Higher Fees and Revenues (€+789 million)
principally pulled up by the United States
(€+243 million notably due to higher fees
earned on separate account business),
France (€+149 million due to higher sales
and increased asset base), the
United Kingdom (€+132 million due
to an increase in loadings on Life and
Pensions business premiums primarily
due to a change to an Onshore Bond
Product to incorporate insurance features),
Japan (€+88 million mainly due to
higher sales notably of increasing Term,
Term and high margin Health products),
and Australia / New Zealand (€+82 million
attributable to strong inflows and
higher funds under management and
administration following strong market
performance).

(iii) An improved net technical margin
(€+117 million) mainly driven by the
United Kingdom (€+65 million or
€+34 million excluding the impact of the
change in the allocation methodology with
fees and revenues, principally due to higher
mortality and morbidity profits and 2006 non
recurring items), Australia / New Zealand
(€+26 million due to more favorable claims
termination experience in the health
business and strong claims experience in
group life), Hong Kong (€+23 million due to
better claims experience together with
successful National Life switching
campaigns leading to an increase in the
surrender margin), partly compensated by
Japan (€–39 million driven by a €–52 million
decrease in mortality margin).

(iv) A lower level of VBI amortization
(€+66 million) mainly attributable to
Japan (€+100 million), reflecting notably
(i) the lower 2006 amortization due to a
reduced VBI opening balance and
(ii) the impact from actuarial assumption
changes, mainly related to mortality
(€+38 million).


This was partly offset by:

(v) Higher expenses including Deferred
Acquisition Costs
(€–372 million impact),
mainly in the United States (€–168 million
reflecting reactivity to higher margins
in products which are DAC-reactive
and lower favorable DAC unlocking for
expected higher emerging margins on
annuity and variable and interest sensitive
life products), France (€–90 million due
to increased commissions and higher
general expenses mainly due to salaried
sales force and IT costs), Australia /
New Zealand (€–49 million due to
higher commissions associated with
increased fees and revenues) and
Hong Kong (€–36 million mainly due to
higher commissions).

(vi) Tax and minority interests1 increased by
€253 million mainly attributable to the
United Kingdom (€+172 million due to
increasing pre-tax earnings and non-
recurring increases in deferred tax provisions
of €102 million, primarily as result of a
reassessment of the likelihood of a future
distribution from the attributed Inherited
Estate), and Japan (€+54 million in line with
higher taxable earnings), partly offset by
France (€–65 million as some dividends on
equities were taxed at a reduced rate while
previously taxed at full rate and reflecting the
0.5 point decrease in French short term tax
rate), and the United States (€–18 million
principally due to the impact of a €92 million
favourable tax settlement in 2006 partly
offset by higher taxes on higher pre-tax
earnings).

 

Property & Casualty underlying earnings
improved by €107 million to €1,453 million.
This improvement was attributable to almost
all countries in particular Canada (€+33 million),
Southern Europe (€+23 million), Belgium
(€+19 million) and France (€+20 million):

(i) A higher net technical result (€+507 million
to €6,266 million), with an accounting loss
ratio improving by 0.9 point to 68.3%,
partly
offset by:

 

(ii) Higher expenses (€–317 million to
€–5,647 million), the expense ratio
deteriorated by 0.1 point to 28.6 %
driven
by (i) a 1.1 point higher acquisition ratio
notably in the United Kingdom ( mainly
change in business mix), partly offset by
(ii) a lower administrative expense ratio
by 1.0 point, notably in Germany (helped
by VAT impact).

 

As a consequence, Group combined ratio
improved by 0.8 point to 96.9%:

(iii) Higher investment income overall
(€+135 million to €1,586 million).

(iv) Higher income tax expense (€–226 million
to €–719 million) in line with higher pre-tax
earnings.

(v) Income/Loss arising from investment
in affiliates and associates-equity
method
increased by €6 million due
to the new consolidated business
in Malaysia.

(vi) Minority interest decreased by €2 million,
of which €–8 million in Germany following
the purchase of some minority shares
of AXA Konzern AG at the end of June 2006,
partly offset by €5 million on Turkey,
previously accounted for under the equity
method.

International Insurance underlying earnings
reached €131 million, up €63 million on a
current exchange rate basis or €62 million
on a constant exchange rate basis, mainly
attributable to Other transnational activities
(€+52 million),
mainly as a result of (i) the
contribution of AXA Re’s run-off portfolio
(€22 million driven by favorable claims
experience on 2005 and prior years) and
(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, partly offset by
(iii) a €
–13 million lower result of the AXA RE US
Life run-off portfolio fully explained by the cost
of fully hedging on the remaining exposure of
this portfolio.

(1) And earnings of entities for which no margin analysis is performed.


Asset Management underlying earnings
increased by €111 million on a current
exchange rate basis, or €114 million on a
constant exchange rate basis to €508 million
attributable to both AllianceBernstein
(€+64 million to €302 million) and AXA
Investment Managers (€+50 million to
€206 million), following:

(i) higher average Assets Under Management
(+18% at AllianceBernstein and +16%
at AXA Investment Managers on
comparable basis) and increased
performance fees,

(ii) positive client and product mix evolution.

Other Financial Services underlying earnings
decreased by €16 million to €51 million,
mainly attributable to AXA Bank Belgium
(€–29 million to €21 million), due to lower
fixed income capital gains, a lower interest
margin, and the non recurrence of the reversal
in 2005 of a provision for risks related to loan
activities in France following a favorable court
decision.

Holdings underlying earnings were up
€14 million on a current exchange rate basis, or
€13 million on a constant exchange rate basis,
to €–457 million mainly attributable to:

(i) AXA France Assurance (€+19 million to
€–13 million) due to the non recurrence of a
€14 million settlement with Armenian
policyholders in 2005.

(ii) German holdings (€+48 million to
€29 million) mainly due to the tax refund
following an industry wide change in tax
legislation in 2006.

(iii) Belgium holdings (€+14 million to
€ –10 million) principally due to the non
recurrence of the indemnity fee paid in 2005
following the early repayment of a loan to
AXA Bank Belgium.

 

Partly offset by:

(iv) AXA Financial (€–27 million to € –135 million)
as a result of higher net interest expense
principally related to short-term borrowings
from AXA and higher share based
compensation expenses.

 

(v) AXA Asia Pacific Holding (€ –22 million
to € –24 million) notably due to the
non-recurrence of a positive income
received in 2005 on cross currency
interest rate swaps, following the
restructuring of the forward rate hedging
in July 2005.

(vi) AXA SA (€–16 million to €–219 million,
or €–54 million excluding a non recurring
tax benefit of €39 million in 2006 compared
to €70 million in 2005, and €69 million
financial income in 2006 on proceeds
from Winterthur financing [rights and
TSS issues]) mainly due to (i) 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 and (ii) €30 million some non
recurring costs related to share based
compensation plans.

 

Group net capital gains attributable to
shareholders
were up €186 million on a current
exchange rate basis or €187 million on a
constant exchange rate basis to €1,130 million,
mainly as a result of:

– higher net realized capital gains by
€298 million on a current exchange rate
basis or €299 million on a constant exchange
rate basis mainly coming from Belgium
(€+264 million to €407 million, of which
€170 million in Life and Savings entities,
€89 million in Property and Casualty) mainly
in equity investments, partly offset by,

– the non-repeat of €115 million release of
valuation allowance on tax losses carried
forward in Japan in 2005.

As a result of higher underlying earnings
and higher net capital gains, adjusted
earnings were up €859 million or €877 million
on a constant exchange rate basis to
€5,140 million.

Net income reached €5,085 million, up
€767 million or €784 million on a constant


exchange rate basis (+18% in both current and
constant exchange rate base).

This growth was the result of:

(i) Higher adjusted earnings (+20% or
€+877 million to €5,140 million).

(ii) Lower result on financial assets accounted
for under Fair Value Option and derivatives
including foreign exchange impact
(€ –350 million to € –226 million)
principally
attributable to AXA SA (€ –361 million to
€ –367 million) as a result of:

•    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 Swiss assets of Winterthur,

(iii) € –133 million related to a lower
increase of U.S$ interest rates linked
to currency swaps in 2006 compared
to 2005,

•    a € –43 million corresponding to foreign
exchange operations of which
€ –52 million related to TSDI foreign
exchange hedges no more eligible to
natural hedge accounting linked to the
reclassification in shareholder’s equity
of TSDI,

•    partly offset by a €+85 million due to the
change of the mark-to-market of foreign
currency options hedging AXA Group
underlying earnings denominated in
foreign currencies.

(iii) Slight increase of goodwill and other
related intangible impacts (€ –12 million to
€ –24 million).

(iv) Higher exceptional operation result
(€+269 million to €196 million).

 

2006 Exceptional operations (€196 million) are
related to:

– €86 million dilution gains in AllianceBernstein
and €4 million related to sale of Alliance Cash
Management business.

– Tax refund related to the sale of DLJ
(€43 million), release of contingency
provision related to the sale of Advest
(€3 million) and dilution gains (€9 million)
in the US holdings.

– €66 million related to the gain on the sale of
AXA RE’s business.

– €22 million related to the first consolidation
of Malaysia P&C (€13 million), the price
supplement on the disposal of Health
portfolio to Achmea in the Netherlands P&C
(€7 million) and €2 million tax credit on 2005
Nationwide settlement in AXA France
Assurance.

 

Offset by:

– € –38 million related to the repurchase by AXA
of AXA Investment Managers shares in 2006
(€ –17 million), real Estate Tax in AXA SA
(€–10 million), the sale of DARAG in Germany
(€–3 million), the integration costs on
acquisition of MLC and Citadel (€–7 million)
and the impairment of real estate companies
in AXA Bank Belgium (€–1 million).

 

2005 Exceptional operations (€–72 million)
related to:

– the realized capital gains on the sale of AXA
Assistance participation in CAS (€23 million),
of AllianceBernstein Cash Management
business (€5 million), India and South Africa
joint ventures (€3 million), and of BIA in AXA
Bank Belgium (€2 million),

– more than offset by the realized loss on the
sale of Advest in US Holdings (€ –71 million),
and € –28 million settlement for Nationwide
litigation in holding companies (UK, Belgium,
France, AXA SA and Germany Life).


Creation of Shareholders’ Equity

As at December 31, 2006, consolidated
shareholders’ equity totaled €47.2 billion.
The movement in shareholders’ equity since

 

December 31, 2005 is presented in the table
below:

 

      (in Euro million)  
      Shareholders’ Equity  
As at December 31, 2005 (a)     36,525    
– Share capital     507    
– 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 and perpetual debt (including accrued interests)     3,539    
– Fair value recorded in shareholders’ equity     (368)    
– Impact of currency fluctuations     (767)    
– Cash dividend     (1,647)    
– Other     56    
– Net Income for the period     5,085    
– Actuarial gains and losses on pension benefits     252    
As at December 31, 2006 (a)     47,226    
(a) 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.  

Creation of Shareholder Value
Earnings per share (“EPS”)

                            (in Euro million except ordinary shares in million)  
    2006   2005
Restated
(a)
  2005
Published
  2004
Restated
(a)
  2004
Published
 
  Var. 2006
versus 2005
 
    Basic   Fully
diluted
  Basic   Fully
diluted
  Basic   Fully
diluted
  Basic   Fully
diluted
  Basic   Fully
diluted
  Basic   Fully
diluted
 
Weighted numbers
of shares
  1,947.8   2,031.7   1,917.5   1,991.0   1,880.9   1,954.4   1,838.8   1,968.6   1,803.7   1,933.5      
Net income   5,085   5,199   4,318   4,428   4,173   4,283   3,793   3,899   3,738   3,844      
Net income
(Euro per
Ordinary Share)
  2.61   2.56   2.25   2.22   2.22   2.19   2.06   1.98   2.07   1.99   15.9%   15.1%  
Adjusted Earnings   5,140   5,254   4,281   4,390   4,108   4,218   3,409   3,515   3,342   3,448      
Adjusted Earnings
(Euro per
Ordinary Share)
  2.64   2.59   2.23   2.21   2.18   2.16   1.85   1.79   1.85   1.78   18.2%   17.3%  
Underlying Earnings
(Euro per
Ordinary Share)
  2.06   2.03   1.74   1.73   1.73   1.72   1.48   1.44   1.46   1.42   18.3%   17.3%  
(a) Restated means: * on earnings: (a) Forex impact out of adjusted earnings and in net income and (b) 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.
** on weighted number of shares: following the capital increase related to Winterthur acquisition, the weighted average number of shares has been restated (IAS 33 § 26) by using an adjustment factor of
1,019.
 

LIFE & SAVINGS
SEGMENT

The following tables present the consolidated
gross revenues, adjusted earnings and net

 

income attributable to AXA’s Life & Savings
segment for the periods indicated.

 

                (in Euro million)  
LIFE & SAVINGS SEGMENT (a)   2006   2005
Restated (c)
  2005
Published
  2004
Restated (c)
  2004
Published
   
Gross written premiums   48,793   43,502   43,502   41,111   41,111  
Fees and revenues from investment contracts
with no participating feature
  608   509   509   417   417  
Revenues from insurance activities   49,401   44,011   44,011   41,529   41,529  
Revenues from other activities   1,084   1,115   1,115   824   824  
TOTAL REVENUES   50,485   45,126   45,126   42,353   42,353  
Change in unearned premium reserves net
of unearned revenues and fees
  (271)   (197)   (197)   (124)   (131)  
Net investment result excluding financing
expenses
(b)
  28,656   28,946   28,946   23,472   23,472  
Technical charges relating to insurance activities (b)   (69,052)   (64,722)   (64,721)   (57,425)   (57,426)  
Net result of reinsurance ceded   (28)   (7)   (7)   13   13  
Bank operating expenses            
Insurance Acquisition expenses   (3,073)   (2,826)   (2,827)   (2,577)   (2,569)  
Amortization of value of purchased life business in force   (241)   (529)   (529)   (389)   (389)  
Administrative expenses   (2,863)   (3,017)   (3,017)   (2,776)   (2,776)  
Valuation allowances on tangibles assets   7   (4)   (4)   (3)   (3)  
Other   (111)   (156)   (156)   (158)   (158)  
Other operating income and expenses   (75,361)   (71,263)   (71,262)   (63,316)   (63,308)  
INCOME FROM OPERATING ACTIVITIES,
GROSS OF TAX EXPENSE
  3,509   2,613   2,613   2,385   2,385  
Net income from investments in affiliates and associates   12   10   10   10   10  
Financing expenses   (76)   (119)   (119)   (100)   (100)  
OPERATING INCOME GROSS OF TAX EXPENSE   3,445   2,504   2,504   2,295   2,295  
Income tax expense   (928)   (424)   (424)   (617)   (617)  
Minority interests in income or loss   (193)   (149)   (149)   (115)   (115)  
UNDERLYING EARNINGS   2,325   1,931   1,931   1,563   1,563  
Net realized capital gains attributable to shareholders   597   464   432   297   344  
ADJUSTED EARNINGS   2,921   2,394   2,362   1,859   1,907  
Profit or loss on financial assets (under fair value
option) & derivatives
  49   18   50   124   77  
Exceptional operations
(including discontinued operations)
  (3)       (153)   (153)  
Goodwill and other related intangibles impacts   (10)   (8)   (8)   (5)   (5)  
NET INCOME   2,957   2,404   2,404   1,826   1,826  
(a) Before intercompany transactions.
(b) For the periods ended December 31, 2006, December 31, 2005, and December, 2004, the change in fair value of assets backing contracts with financial risk borne by policyholders impacted the net investment result for respectively 15,370 million, 13,978 million and 10,543 million, and benefits and claims by the offsetting amounts respectively.
(c) Restated means: (i) transfer of the forex impact from adjusted earnings to net income, and (ii) in line with new accounting FRS27, 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.
 

        (in Euro million)  
CONSOLIDATED GROSS REVENUES (a)   2006   2005   2004  
France   14,802   13,237   11,545    
United States   15,390   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  
Southern Europe   1,357   1,439   1,333  
Other countries   3,424   3,060   2,995  
Total   50,485   45,126   42,353  
Intercompany transactions   (7)   (10)   (9)  
Contribution to consolidated gross revenues   50,479   45,116   42,344  
(a) Gross written premiums including intercompany eliminations.              

 

            (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS
AND NET INCOME
  2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
 
France   462   387   387   350   350  
United States   1,000   866   866   664   664  
United Kingdom   155   85   85   86   86  
Japan   256   266   266   145   145  
Germany   69   30   30   13   13  
Belgium   65   56   56   74   74  
Southern Europe   50   44   44   41   41  
Other countries   268   198   198   188   188  
UNDERLYING EARNINGS   2,325   1,931   1,931   1,563   1,563  
Net realized capital gains attributable to shareholders   597   464   432   297   344  
ADJUSTED EARNINGS   2,921   2,394   2,362   1,859   1,907  
Profit or loss on financial assets (under fair value
option) & derivatives
  49   18   50   124   77  
Exceptional operations (including discontinued
operations)
  (3)       (153)   (153)  
Goodwill and other related intangibles impacts   (10)   (8)   (8)   (5)   (5)  
NET INCOME   2,957   2,404   2,404   1,826   1,826  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.  

 


Life & Savings operations – France

                (in Euro million)  
    2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
   
Gross revenues   14,802   13,237   13,237   11,545   11,545  
APE (group share)   1,231   1,075   1,075   951   951  
Investment margin   890   938   938   887   887  
Fees & revenues   1,345   1,196   1,196   1,064   1,064  
Net technical margin   88   70   70   63   63  
Expenses   (1,680)   (1,590)   (1,590)   (1,441)   (1,441)  
Amortization of VBI   (68)   (48)   (48)   (55)   (55)  
Underlying operating earnings before tax   575   565   565   519   519  
Income tax expenses / benefits   (111)   (176)   (176)   (168)   (168)  
Minority interests   (2)   (3)   (3)   (1)   (1)  
Underlying earnings group share   462   387   387   350   350  
Net capital gains attributable to shareholders net
of income tax
  204   191   154   88   105  
Adjusted earnings group share   666   578   540   438   455  
Profit or loss on financial assets (under fair value
option) & derivatives
  110   52   90   96   79  
Exceptional operations (including discontinued
operations)
           
Goodwill and other related intangibles impacts            
Net income group share   776   630   630   534   534  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.  

 

Gross written premiums increased by
€1,565 million to €14,802 million. Net of
intercompany transactions, gross written
premiums increased by €1,573 million to
€14,797 million 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.

APE increased by €156 million (+14.5%) to
€1,231 million, stemming mainly from strong
growth of Investment & Savings APE up
€114 million to €862 million driven by (i) a
€62 million increase in individual unit-linked
premiums to €738 million mainly in proprietary
channels and (ii) a €52 million strong increase in
Group retirement APE to €126 million resulting
from some large non unit-linked single
premiums. Life and Health APE increased by

 

€42 million to €369 million notably driven by
last year product launches in individual lines.

Investment margin decreased by €48 million
to €890 million under the combined effect of
lower investment income (€–71 million to
€3,304 million) mainly due to lower real estate
income, and lower policyholder participation
(€+23 million to €–2,415 million) as a
consequence of decreased investment income
and a slight decrease in main flagship products
distribution rate.

Fees & revenues were up €149 million to
€1,345 million mainly resulting from higher sales
on group life products (€+40 million) and higher
revenues on unit-linked products (€+80 million),
following both higher sales and increased asset
base.

Net technical margin increased by €18 million
to €88 million driven by (i) Investments and
Savings (€+12 million) benefiting from boni
partly offset by additional annuity reserves
strengthening in savings following change in
regulatory mortality tables and (ii) Life up


€7 million mainly due to the non repeat of the
2005 negative impact of the decrease in Group
annuity reserves discount rates.

Expenses increased by €90 million to
€–1,680 million mainly due to increased
commissions (€+52 million to €–749 million),
and €31 million higher general expenses mainly
due to salaried sales force and IT costs.

VBI amortization increased by €19 million to
€–68 million due to the full amortization of a
segment of the UAP portfolio.

Underlying cost income ratio slightly increased
from 76.2% to 76.4%.

Income tax expenses decreased by
€65 million to €–111 million (i) as some
dividends on equities were taxed at a reduced
rate while previously taxed at full rate following

 

a portfolio reallocation and (ii) reflecting the
0.5 point decrease in French short term tax rate.

Underlying earnings improved by €76 million
to €462 million reflecting a structural lower
average tax rate on the investment margin,
which significantly improved on a net of tax
basis.

Adjusted earnings were up €88 million to
€666 million resulting from higher underlying
earnings (€+76 million) and increased net
capital gains (€+12 million to €204 million)
mainly on equities.

Net income increased by €146 million to
€776 million mainly resulting from (i) the
adjusted earnings growth (€+88 million), and
(ii) the positive impact of foreign exchange on
currency macro hedge on equity investments
(€+53 million to €15 million).


Life & Savings operations – United States

            (in Euro million)  
    2006     2005     2004  
Gross revenues   15,390   13,940   12,847    
APE (group share)   1,922   1,700   1,482  
Investment margin   858   807   713  
Fees & revenues   1,632   1,404   1,092  
Net technical margin   634   632   483  
Expenses   (1,725)   (1,572)   (1,329)  
Amortization of VBI   (65)   (51)   (28)  
Underlying operating earnings before tax   1,333   1,220   931  
Income tax expenses / benefits   (334)   (354)   (266)  
Minority interests        
Underlying earnings group share   1,000   866   664  
Net capital gains attributable to shareholders net of income tax   30   5   49  
Adjusted earnings group share   1,029   871   713  
Profit or loss on financial assets (under FV option) & derivatives     9   14  
Exceptional operations (including discontinued operations)       (146)  
Goodwill and other related intangibles impacts   (10)   (8)   (5)  
Net income group share   1,020   872   577  
Average exchange rate: 1.00 = $   1,2563   1,2453   1,2438  

 

Gross revenues increased by 10% to
€15,390 million 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.

APE increased by 13% to €1,922 million on a
current exchange rate basis or 14% on a
constant exchange rate basis, with strong
growth in Variable Annuities and Life products.
Excluding Fixed Annuities, COLI1 business and
mutual funds, APE was up 17% driven by the
continued expansion of AXA Equitable’s
wholesale distribution networks, where Variable
Annuity and Individual Life New business
increased by 29% and 34%, respectively.

Investment margin increased by €50 million to
€858 million, or by €58 million on a constant
exchange rate basis. Investment income
increased €50 million to €2,626 million,
primarily due to higher yields on cash and short

 

term investments, higher fixed maturity asset
levels, improved real estate income and lower
corporate interest expense, partially offset by
lower fixed maturity yields. Interests and bonus
credited decreased by €8 million to €1,769
million reflecting an increase in the reserve
released on discontinued operations (windup
annuities).

Fees & revenues increased by €229 million, or
by €243 million on a constant exchange rate
basis, to €1,632 million. This increase was
mainly due to higher fees earned on separate
account business (€219 million on a constant
exchange rate basis), resulting from positive net
cash flows and the impact of the market
appreciation on separate account balances, and
higher mutual fund fees.

Net technical margin increased by €2 million,
or by €8 million on a constant exchange rate
basis to €634 million. This increase was notably
attributable to (i) €79 million higher “GMDB/IB”
margins, and (ii) €26 million favorable benefits
and reserves in the reinsurance assumed and
individual health product lines, partially offset
by (iii) lower life mortality margin (€
–54 million),

(1) COLI = Corporate Owned Life Insurance.


(iv) a non recurring positive reinsurance
settlement in 2005 (€–24 million), and (v) a non-
recurring MONY group pension reserve
adjustment in 2005 (€–14 million).

Expenses (including commissions and DAC)
increased by €153 million or €168 million on a
constant exchange rate basis:

Expenses net of capitalization (including
commissions and DAC capitalization)
increased by €13 million, or by €22 million on
a constant exchange rate basis principally due
to an increase in commission expenses of
€150 million, partially offset by higher DAC
capitalization (€127 million) and a slight
decrease in other expenses.

DAC amortization increased by €140 million
or €146 million on a constant exchange rate
basis reflecting reactivity to higher margins in
products which are DAC-reactive and lower
favorable DAC unlocking for expected higher
emerging margins on annuity and variable and
interest sensitive life products.

Amortization of VBI increased by €15 million
on both current and constant exchange rate
base.

Underlying cost income ratio improved to
71.5% versus 74.2% in 2005 notably reflecting
the strong improvement in fees and revenues.

 

Income tax expense decreased by €21 million,
or by €18 million on a constant exchange rate
basis. This decrease is principally due to the
impact of a €92 million favorable tax settlement
in 2006, partially offset by higher taxes on
higher pre-tax earnings.

Underlying earnings increased by €134 million,
or by €143 million on a constant exchange rate
basis, to €1,000 million. This increase primarily
reflected higher fees and revenues and higher
investment margin and a favorable income tax
settlement in 2006 (€92 million), partially offset
by higher net commissions and higher DAC and
VBI amortization.

Adjusted earnings increased by €158 million
on a current exchange basis, or €167 million
on a constant exchange rate basis, to
€1,029 million primarily due to higher underlying
earnings, and higher capital gains net of
DAC/VBI reactivity.

Net income increased by €147 million, or by
€156 million on a constant exchange rate basis,
to €1,020 million, primarily due to the increase
in adjusted earnings, partially offset by a
decrease in mark to market adjustments on
investments on fair value option.


Life & Savings operations – United Kingdom

            (in Euro million)  
    2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
   
Gross revenues   4,292   2,395   2,395   2,420   2,420  
APE (group share)   1,134   817   817   713   713  
Investment margin   198   181   181   183   183  
Fees & revenues   591   457   457   358   358  
Net technical margin   160   94   94   (1)   (1)  
Expenses   (645)   (657)   (657)   (447)   (447)  
Amortization of VBI   (7)   (22)   (22)   (54)   (54)  
Underlying operating earnings before tax   297   54   54   39   39  
Income tax expenses / benefits   (142)   31   31   47   47  
Minority interest            
Underlying earnings group share   155   85   85   86   86  
Net capital gains attributable to shareholders net
of income tax
  10   7   14   (85)   (88)  
Adjusted earnings group share   165   92   98   1   (2)  
Profit or loss on financial assets (under fair value
option) & derivatives
  (27)   (48)   (54)   (28)   (26)  
Exceptional operations (including discontinued
operations)
           
Goodwill and other related intangibles impacts            
Net income group share   138   44   44   (27)   (27)  
Average exchange rate: 1.00 = £   0.6817   0.6840   0.6840   0.6784   0.6784  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.  

 

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 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.

 

APE increased by €317 million to €1,134 million
or +38% on a constant exchange rate basis
largely due to strong sales of unit-linked
investment bonds and Pensions. Development
of distribution relationships in respect of lower
margin wholesale Offshore Bond products led to
significant volume increases (+109%). Pension
business also demonstrated strong growth
(+29%) following changes to Pensions
legislation.

Investment margin increased by €17 million on
a current exchange rate basis or €16 million on
a constant exchange rate basis to €198 million,
primarily due to shareholder participation in
higher With Profit bonuses.

Fees & Revenues increased by €134 million on
a current exchange rate basis or €132 million on
a constant exchange rate basis to €591 million.

– Loadings on Life and Pensions business
premiums increased by €138 million primarily
due to a change to an Onshore Bond Product


to incorporate insurance features. In addition,
2006 benefited from significant growth in
Offshore Bonds and increased Pension single
premiums as policyholders switched to
simplified products.

– Loadings on Account Balances decreased by
€6 million. Management fees increased by
€48 million resulting from the growth in the
unit-linked inforce portfolio through positive
net inflows and market appreciation and
despite the change in revenue allocation
methodology from fees to technical margin on
unit linked investment products surrenders
charges (€ –32 million). This was more than
offset by higher deferral of initial fees in
respect of Offshore Bonds (€54 million).

Net technical margin increased by €65 million
on current and constant exchange rate base to
€160 million. Excluding the impact of the
change in the allocation methodology with fees
and revenues (€+32 million as mentioned
above), the net technical margin increased by
€34 million. This is due to higher mortality and
morbidity profits and 2006 non recurring items
(€88 million) which notably include (i) the
reduction of possible endowment mis-selling
provision and (ii) a favorable movement in unit
linked reserves following the finalization of
compensation amounts to policyholders, partly
offset by €67 million of positive 2005 non
recurring items.

Expenses net of policyholder allocation1

decreased by €12 million on a current exchange
rate basis or €14 million on a constant
exchange rate basis to €–645 million, as lower
commissions on Creditor Insurance business
more than offset volume related expense
increases from other products. Expense savings
from ongoing cost reduction activities of
€29 million have offset €16 million additional
non-recurring project costs in 2006.

 

As a result of the above, the underlying cost
income ratio
improved from 109.1% to 91.4%.

VBI amortization decreased by €15 million on a
current and constant exchange rate basis due to
a change in amortization profiles taking into
account increased future bonus rates.

Income tax expenses increased by
€173 million on a current exchange rate basis or
€172 million on a constant exchange rate basis
to €–142 million, due to increasing pre-tax
earnings and non-recurring increases in
deferred tax provisions of €102 million, primarily
as result of a reassessment of the likelihood of a
future distribution from the attributed Inherited
Estate.

Underlying earnings increased by €70 million
on a current and constant exchange rate basis
to €155 million largely due to higher fees &
revenues and technical margin partly offset by
higher tax expense.

Adjusted earnings increased by €73 million on
a current exchange rate basis or €72 million on
a constant exchange rate basis to €165 million,
following improved underlying earnings and
release of a provision for contingent payment in
relation to the transfer of annuity business from
With-Profit funds to Non-Profit funds.

Net income increased by €94 million on a
current exchange rate basis or €93 million on a
constant exchange rate basis to €138 million,
due to the improvement in adjusted earnings
combined with the reduction in undiscounted
tax adjustment on unrealized gains attributable
to policyholders in unit linked life funds2 from
€–55 million in 2005 to € –30 million in 2006.

(1) Part of these expenses are located in the With-Profit funds and therefore are borne by policyholders.
(2) Undiscounted deferred tax provided on unit linked assets while the unit liability reflects the expected timing of the payment of
future tax therefore using a discounted basis.


Life & Savings operations – Japan

                (in Euro million)  
    2006   2005   2004
Restated (a)
 
  2004
Published
     
Gross revenues   5,027   4,735   5,526   5,526  
APE (group share)   651   589   505   505  
Investment margin       42   42  
Fees & revenues   931   889   865   865  
Net technical margin   130   175   89   89  
Expenses   (604)   (635)   (580)   (580)  
Amortization of VBI   (31)   (351)   (158)   (158)  
Underlying operating earnings before tax   426   78   258   258  
Income tax expenses / benefits   (164)   195   (110)   (110)  
Minority interests   (6)   (7)   (4)   (4)  
Underlying earnings group share   256   266   145   145  
Net capital gains attributable to shareholders net of income tax   38   120   113   146  
Adjusted earnings group share   293   385   258   292  
Profit or loss on financial assets (under FV option) & derivatives   (37   6   16   (18)  
Exceptional operations (including discontinued operations)          
Goodwill and other related intangibles impacts          
Net income group share   256   392   274   274  
Average exchange rate: 1.00 = Yen   142.949   136.286   132.450   132.450  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.                  

 

Gross 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) and 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 US dollar-
denominated index-linked annuity product)
and €83 million sales of the newly launched
Accumulator product (single premium US
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 environment 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.

APE increased by 11% or 16% on a constant
exchange rate basis to €651 million.


Individual business grew by 13% or 18% on a
constant exchange rate basis (€+101 million) to
€626 million, notably:

Investments & Savings: APE increased by 20%
or 26% on a constant exchange rate basis
(€+14 million) to €64 million driven by SPA
sales (€+39 million) launched in November
2004 for Bancassurance and in October 2005
for the other distribution channels combined
with sales of the Accumulator product
(€+8 million), partially offset by lower Fixed
Annuity sales (€ –34 million).

Life: APE increased by 7% or 12% on a
constant exchange rate basis (€+47 million) to
€401 million coming mainly from strong sales
of Increasing Term products as part of the
strategy developed during the first semester
of the year 2006 to counter an anticipated
second semester 2006 sales decline of LTPA,
partially offset by lower sales of LTTP and
Variable Life (following the discontinuance of
this product midway through 2005).

Health: APE grew by 26% or 32% on a
constant exchange rate basis (€+41 million) to
€160 million. Following flat sales in the first
three quarters (influenced by the significant
focus put on Increasing Term to compensate
for the anticipated decline in LTPA), Medical
products rebounded in the last quarter driven
by a return of focus on this market leading to
an improvement of the product mix.

Group APE decreased by 30%, or 26% on a
constant exchange rate basis (€–9 million), to
€24 million driven by lower New Mutual Aid
sales following a strong experience in 2005.

Investment margin, at €0 million, remained
stable stemming from:

– Higher investment income up €+110 million,
or €+137 million on a constant exchange rate
basis, to €553 million driven by higher return
on the alternative portfolio due to the
combined impact of strong performance in the
second quarter of 2006 and higher volumes
invested in these portfolios, and

– Higher interest credited by €110 million, or by
€137 million on a constant exchange rate
basis, to €553 million.

Fees & Revenues increased by €42 million, or
€88 million on a constant exchange rate basis,

 

to €931 million consistent with company growth
including higher sales of Increasing Term, Term
and high margin health products, the
contribution from LTPA and a change in revenue
allocation methodology from technical margin to
fees on health products (€+12 million). This was
partially offset by the continuing decline of
Endowment and Fixed Annuity in-force.

Net technical margin decreased by €45 million,
or €39 million on a constant exchange rate
basis, to €130 million.

Mortality margin decreased by €–52 million to
€92 million. Excluding the impact of the change
in the allocation methodology with fees and
revenues on health products (€–12 million as
mentioned above), and of changes in
assumptions (€–40 million) on the annuity
portfolio, it would have been stable. The main
changes in assumptions are related to (i) a
change in proportion of policyholders assumed
to elect Term Certain (rather than Lifetime)
immediate annuities (€+43 million), and (ii) to a
new regulatory post-annuitization mortality table
(€–92 million).

Surrender Margin increased by €13 million to
€37 million due mainly to higher Safety Plus
surrenders, higher Whole Life & Term Rider
surrender margin and improved retention on
Medical Term, partially offset by lower B-policy
conversions.

Expenses decreased by €31 million or
€2 million on a constant exchange rate basis to
€ –604 million, driven mainly by:

– the combined result of a sales driven increase
in DAC capitalization (€+19 million) and lower
DAC amortization (€+30 million), mainly
related to the impact (€+27 million) of the
2005 change in future investment
assumptions;

– €47 million higher other expenses driven by (i)
higher commission payments due to higher
sales (€+25 million), (ii) higher project spend
(€+4 million), (iii) higher rental costs and
disposal expenses as a result of the move to
the new headquarters (€+7 million), and (iv)
increased contribution to industry protection
levy as a consequence of AXA’s increased
market share (€+7 million).


VBI amortization decreased by €320 million, or
€319 million on a constant exchange rate basis,
to €–31 million as a result notably of the
combined impact of (i) the non recurring 2005
amortization further to the change in future
investment assumptions (€219 million),
(ii) the lower 2006 amortization due to a reduced
VBI opening balance and, (iii) to a lesser extent,
to the impact in 2006 from actuarial assumption
changes mainly related to mortality
(€+38 million).

Underlying cost income ratio increased from
69.5% to 70.7% as higher expenses and lower
technical margin more than offset higher fees
and revenues.

Income tax expense increased by €359 million,
or €367 million on a constant exchange rate
basis, to €164 million due to:

– Higher income tax of €141 million in line with
higher 2006 operational income;

– The non recurrence of the €225 million release
of valuation allowance on tax losses carried
forward net of goodwill reduction in 2005.

Underlying earnings decreased by €10 million,
or increased by €3 million on a constant
exchange rate basis, to €256 million. 2005
earnings included €67 million non recurring
positive impacts.

Adjusted earnings decreased by €92 million, or
€77 million on a constant exchange rate basis,

 

to €293 million. Excluding the underlying
earnings improvement of €3 million, the main
impacts are:

– lower net capital gains (€–354 million to
€112 million) as a consequence of the
significant 2005 net capital gains (notably
driven by the sale of headquarter and the shift
from US/Euro bonds to JGB),

– lower interest credited funded by net capital
gains (€+93 million to €–45 million),

– the non-recurring 2005 strengthening of
insurance reserves (€+323 million),
– the non-recurring 2005 release of valuation
allowance on tax loss carried forward
(€ –115 million) and,

– lower tax, DAC & VBI reactivity impacts
(€–28 million).

 

Net income decreased by €135 million or by
€123 million on a constant exchange rate basis
to €256 million, driven by €77 million lower
adjusted earnings coupled with:

– a lower change in fair value of the alternative
portfolio (€ –112 million);

– the foreign exchange impacts, net of related
derivatives impacts (€ –23 million);

– the ineffectiveness in hedge relationship using
derivatives and involving notably the bonds
under fair value option (€+25 million);

– the positive impact of freestanding derivatives,
mainly Credit Default Swap (€+17 million);

– the related tax effect, DAC and VBI reactivity
(€+46 million).


Life & Savings operations – Germany

            (in Euro million)  
    2006   2005   2004
Restated (a)
 
  2004
Published
   
Gross revenues   3,681   3,585   3,499   3,499  
APE (group share)   287   270   387   387  
Investment margin   96   66   76   76  
Fees & revenues   127   88   89   89  
Net technical margin   50   44   25   25  
Expenses   (92)   (82)   (73)   (73)  
Amortization of VBI   (9)   (11)   (9)   (9)  
Underlying operating earnings before tax   171   105   108   108  
Income tax expenses / benefits   (99)   (72)   (93)   (93)  
Minority interests   (3)   (3)   (1)   (1)  
Underlying earnings group share   69   30   13   13  
Net capital gains attributable to shareholders net of income tax   6   2   (11)   (10)  
Adjusted earnings group share   75   32   3   3  
Profit or loss on financial assets (under FV option) & derivatives   6   4   4   4  
Exceptional operations (including discontinued operations)       (10)   (10)  
Goodwill and other related intangibles impacts          
Net income group share   81   36   (3)   (3)  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.                  

 

Gross 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% (vs. 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 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.

 

APE increased by 6% to €287 million. Restated
from the backlog effect in the first quarter 2005
linked to a change in tax regulation, APE would
have increased by 29%, mainly driven by
Investment & Savings unit-linked (especially
TwinStar €+36 million) and Health business
(notably following the launch of a new Medical
Cost Insurance product).

Investment margin increased by €30 million to
€96 million mainly driven by higher income from
fixed maturities as well as lower policyholder
participation.

Fees & revenues were strongly up by
€39 million to €127 million, mainly resulting
from higher new business especially from unit-
linked products.

Net technical margin increased by €5 million to
€50 million mainly due to the improvement of
surrender margin in Life & Savings combined
with lower policyholder participation in Life,
offset by a lower technical margin in Health.

Expenses increased by €10 million to
€–92 million, primarily explained by the set-up


expenses for the new product “Twinstar” and
higher commissions in line with strong new
business in Health.

As a result of the above, underlying cost
income ratio
improved by 1.5 point to 54.2%.

Income tax expenses increased by €27 million
to €–99 million in line with higher pre-tax
earnings.

Underlying earnings increased by €39 million
to €69 million mainly driven by the improved

 

investment margin and the increase of fees and
revenues partly offset by higher expenses and
taxes.

Adjusted earnings increased by €43 million to
€75 million benefiting from the increase in
underlying earnings.

Net income increased by €46 million to
€81 million in line with adjusted earnings
evolution.


Life & Savings operations – Belgium

            (in Euro million)  
    2006     2005     2004  
Gross revenues   2,512   2,734   2,188  
APE (group share)   300   336   266  
Investment margin   86   74   99  
Fees & revenues   146   143   132  
Net technical margin   56   49   41  
Expenses   (194)   (183)   (185)  
Amortization of VBI   (7)   (2)    
Underlying operating earnings before tax   87   81   86  
Income tax expenses / benefits   (22)   (25)   (12)  
Minority interests        
Underlying earnings group share   65   56   74  
Net capital gains attributable to shareholders net of income tax   255   85   99  
Adjusted earnings group share   320   141   173  
Profit or loss on financial assets (under FV option) & derivatives   (10)   (11)   19  
Exceptional operations (including discontinued operations)        
Goodwill and other related intangibles impacts        
Net income group share   310   131   191  

 

Gross Revenues decreased by €222 million to
€2,512 million due to the exceptionally high
production level of December 2005 induced by
the introduction of a new tax on premium in
2006 and by the end of the distribution
agreement with “La Poste” in Q1’05.

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.

APE decreased by 11% to €300 million, mainly
driven by non unit-linked contracts as a result of
the very high production in Crest in December
2005.

Investment margin was up €12 million to
€86 million. The average underlying investment

 

margin increased by 1bp to 0.55% as the
average investment return decreased by 12bps
while the average credited rate fell by 13bps. As
a consequence of the increased share of lower
guaranteed rate products (Crest 30 and Crest
40), the average guaranteed rate decreased by
36bps.

Fees and revenues were up €3 million to
€146 million.

The net technical margin rose by €7 million to
€56 million mainly due to a €5 million non
recurring release of reserves on disability
business and to a strong increase of the
mortality margin (€4 million) driven by an
exceptionally low level of paid claims partly
offset by the non repeat of the recovery in 2005
on undue annuity paid to the social security
body (€–3 million).

Expenses increased by €12 million to
€–194 million mainly due to the rise in the
commission expenses driven by commissions
linked to account balances and the decrease of
net movements in DAC/DOC. The overhead
costs remained stable despite the regulatory
salary indexation.


The underlying cost income ratio decreased
from 77.0% to 73.8% as a consequence of
higher underlying investment and technical
margin.

Income tax expenses decreased by €3 million
to €–22 million.

As a result of the above, underlying earnings
increased by €9 million to €65 million.

 

Adjusted earnings increased significantly by
€179 million to €320 million driven by higher
gross realized capital gains (€+217 million to
€360 million) mainly in equity investments partly
offset by higher policyholder bonus on
segregated funds (€–59 million to
€–139 million).

Net income increased by €180 million to
€310 million in line with higher adjusted
earnings.


Life & Savings operations – Southern Europe

                (in Euro million)  
        2006   2005   2004  
Gross revenues       1,357   1,439   1,333  
APE (group share)       143   140   125  
Investment margin       67   53   44  
Fees & revenues       88   88   99  
Net technical margin       23   33   34  
Expenses       (103)   (105)   (110)  
Amortization of VBI       (5)   (6)   (6)  
Underlying operating earnings before tax       68   64   61  
Income tax expenses / benefits       (18)   (20)   (19)  
Minority interests       (1)      
Underlying earnings group share       50   44   41  
Net capital gains attributable to shareholders net of income tax       7   10   7  
Adjusted earnings group share       57   54   48  
Profit or loss on financial assets (under FV option) & derivatives         3   2  
Exceptional operations (including discontinued operations)            
Goodwill and other related intangibles impacts            
Net income group share       57   57   50  
                   

 

Gross 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.

Thanks to new products launched and a better
mix of regular premiums, new business APE
increased by 2% to €143 million despite the
lower revenues. The evolution by distribution
channel is contrasted: Proprietary channels
showed a 20% growth, whereas non-proprietary
channels showed a 28% decrease, mainly due
to the termination of the above mentioned
agreement in traditional life line of business.

Investments & Savings (€128 million or 89% of
total APE) increased by 5%:

• Non-unit-linked contracts (€102 million or
71% of total APE) increased by 9%, driven
by a strong level of new business in the retail
segment and the improvement of regular /
single premium mix backed by the launch of
new products during the second half of the

 

year, partially offset by the lower institutional
activity issued in Italy in 2006 (–51% or
€ –8 million of APE).

• Unit-linked contracts (€26 million or 18% of
total APE) decreased by 8% following strong
bank-insurance activity in 2005.

Life (11% of total APE, €15 million) decreased
by 15% mainly as a result of the cancellation
of the above-mentioned important bank-
insurance agreement in May 2005.

Underlying investment margin rose by
€13 million to €67 million, notably driven by
higher investment income (€14 million to
€334 million) as a result of increased average
asset base, while policyholder bonus increased
by €1 million mainly due to a change in product
mix which resulted in a lower policyholder
benefit rate (–1.8 point to 84%).

Fees & revenues were almost stable
(€–1 million to €88 million). The reduction of
fees linked to the termination of a distribution
agreement on traditional life products was offset
by the new business in investments and
savings.

Net technical margin decreased by €10 million
to €23 million, mainly driven by a lower
surrender margin in line with market trend as


well as the non recurring release of a technical
policyholder bonus reserve in 2005 (€
–3 million)
following the termination of a distribution
agreement.

Expenses (including VBI amortization)
decreased by €2 million to €108 million as a
result of the switch of new business towards
products with lower commissions (€7 million),
partly offset by higher DAC amortization. Non-
commissions expenses (including VBI
amortization) remained stable at €57 million.

As a result of improved investment margin and
lower expenses, the underlying cost income
ratio
improved by 3.3 points to 62.4%.

Income tax expenses decreased by €2 million
to €18 million despite the better pre-tax result,

 

mainly due to the positive impact of tax reforms
in Spain and in Portugal resulting in a decrease
in tax rate.

As a result, underlying earnings were up
€6 million to €50 million.

Adjusted earnings increased by €3 million to
€57 million due to the increase in underlying
earnings partly offset by lower capital gains on
fixed maturities.

Net income decreased by €1 million to
€57 million as the increase in adjusted earnings
was more than offset by a lower fair value
adjustment on derivatives instruments.


Life & Savings Operations – Other Countries

The following tables present the operating results for the other Life & Savings operations of AXA:

        (in Euro million)  
CONSOLIDATED GROSS REVENUES   2006   2005   2004  
Australia / New Zealand   1,254   1,225   1,156    
Hong Kong   1,041   832   734  
The Netherlands (a)   527   531   765  
Other countries   603   472   340  
     Singapore   156   124   103  
     Switzerland   141   116   92  
     Canada   115   71   62  
     Morocco   49   55   56  
     Luxembourg   48   38   27  
     Turkey (b)   70   68    
     South East Asia (c)   24      
Total   3,424   3,060   2,995  
Intercompany transactions     (1)   (2)  
Contribution to consolidated gross revenues   3,424   3,059   2,993  
(a) The disability portfolio which was previously reported under the Life segment is now reported under the Property & Casualty segment Since December 1st, 2004. The Health
portfolio which was previously reported under the Life segment has been disposed of at December 1st, 2004.

(b) Change in consolidation method in Turkey (from equity method to full consolidation) as at January 1st, 2005.
(c) Includes Indonesia: P.T. Kotak Biru Konsultama and P.T. Indonesia Emas Perkasa (Former MLC Indonesia) and P. T. AXA Life Indonesia.
 

 

            (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS
AND NET INCOME
  2006   2005
Restated (c)
  2005
Published
  2004
Restated (c)
  2004
Published
   
Australia / New Zealand   83   64   64   50   50    
Hong Kong   111   84   84   60   60  
The Netherlands (a)   55   44   44   66   66  
Other countries   18   6   6   12   12  
Singapore            
Switzerland   3   2   2   1   1  
Canada   4   (3)   (3)   3   3  
Morocco   4   3   3   2   2  
Luxembourg   5   2   2   3   3  
Turkey (b)   2   3   3   2   2  
South East Asia (d)            
UNDERLYING EARNINGS   268   198   198   188   188  
Net realized capital gains attributable to shareholders   47   42   42   37   36  
ADJUSTED EARNINGS   315   240   240   226   225  
Profit or loss on financial assets (under fair value
option) & derivatives
  7   2   3   1   2  
Exceptional operations (including discontinued
operations)
  (3)       3   3  
Goodwill and other related intangibles impacts            
NET INCOME   318   242   242   230   230  
(a) The disability portfolio which was previously reported under the Life segment is now reported under the Property & Casualty segment since December 1st, 2004. The Health
portfolio which was previously reported under the Life segment has been disposed of at December 1st 2004.

(b) Change in consolidation method in Turkey (from equity method to full consolidation) as at January 1st, 2005.

(c) Restated means: transfer of the forex impact from adjusted earnings to net income.

(d) Includes Indonesia, Thailand and Philippines businesses.
 

Australia and New Zealand1, 2
Gross 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.

Mutual funds retail net flows3 were up +68% on
a comparable basis to €1,859 million.
Continuing strong inflows into the mezzanine
global equity value fund and growth in Ipac, with
a fund transfer of €132 million in June 2006
from one of Ipac’s equity partners contributed to
this performance. In addition, the Summit and
Generations wrap platforms contributed to the
increase.

APE of €420 million was stable as strong
growth in the superannuation and investment
fund inflows was offset to a large extent by a
reduction in AllianceBernstein inflows compared
to 2005 which included two large mandates.
Excluding AllianceBernstein mandates, APE was
up 13% to €256 million driven by higher inflows
into mezzanine funds, as well as an increased in
sales into Summit and Generations wrap
platforms.

 

Underlying earnings were up €21 million to
€83 million. On a 100% ownership basis, the
evolution was as follows:

– the investment margin was up €19 million to
€23 million, largely due to lower interest
expense on inter-company loans and debts
and strong investment market performance,

fees and revenues were up €82 million to
€621 million, reflecting strong inflows and
higher funds under management and
administration following strong market
performance,

– the net technical margin was up €26 million
to €23 million, due to more favorable claims
termination experience in the health business
and strong claims experience in group life,

expenses (including VBI amortization) were up
€ –52 million to € –499 million, reflecting higher
commissions associated with increased fees
and revenues,

– the tax expense was up €34 million to
€ –9 million, reflecting growth in pre-tax
earnings and the non-recurrence of some
2005 tax benefits including transitional tax
relief which ended on July 1, 2005.

Overall, the underlying cost income ratio
improved from 82.0% to 73.1%.

Adjusted earnings were up €31 million to
€96 million, reflecting the increase in underlying
earnings as well as higher net capital gains on
equities (up €10 million to €13 million).

Net income was up €33 million to €100 million,
reflecting the increase in adjusted earnings and
a foreign exchange gain.

(1) All comparisons to prior year figures are on a constant exchange rate basis.
(2) AXA 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.
(3) Net mutual fund sales exclude the net inflows of AllianceBernstein J V, as they are included in AllianceBernstein inflows.


Hong Kong1, 2
On May 8, 2006, AXA APH completed its
acquisition of MLC Hong Kong. In the following
commentaries, “on a comparable basis” means
excluding the contribution from MLC Hong Kong
in the second half of 2006. (Underlying earnings
€6 million and Adjusted earnings €4 million
Group share.)

Gross revenues were up 25% to €1,041 million.
On a comparable basis, gross revenues
increased by 15%.

APE was up 32% to €100 million. On a
comparable basis, new business APE was up
28% benefiting from the increase in Individual
Life regular premiums, due to strong sales from
agency brokers and AXA advisers, strong
growth in single premium unit-linked products
as well as from new unit trust products sold
through bank distribution agreements.

Underlying earnings were up €28 million to
€111 million. On a comparable basis, the
underlying earnings were up €21 million mainly
due to an increase in (i) fees and revenues
(€11 million) reflecting increased sales and
growing inforce portfolio, (ii) technical margin
(€11 million) reflecting better claims experience
together with successful National Life switching
campaigns leading to an increase in the
surrender margin and (iii) investment margin
(€5 million) on a higher inforce portfolio partly
offset by higher expenses (€–8 million) as a
result of higher investments in strategic
initiatives to support growth in Hong Kong.

As a consequence, the underlying cost income
ratio
decreased to 51.0% in 2006 from 52.5%.
On a comparable basis, the underlying cost
income ratio was 51.7% in 2006.

Adjusted earnings increased by €26 million to
€119 million. On a comparable basis, adjusted
earnings were up €22 million driven by higher
underlying earnings.

Net income of €115 million was €23 million
higher than last year. On a comparable basis,
net income was up €18 million.

 

The Netherlands
Gross revenues decreased by €4 million to
€527 million. Higher single and regular
premiums in Investments & Savings Unit-Linked
(within mortgage and pension segments), were
more than offset by lower Life Non Unit-Linked
regular premiums (as traditional portfolio is in
run-off).

APE increased by €3 million to €48 million,
mainly due to higher new business within the
mortgage and pension segments.

Underlying earnings improved by €11 million to
€55 million, mainly attributable to improved
investment result, mainly driven by (i) higher
dividends received, and (ii) the release of an
interest expense provision regarding tax review
on prior liabilities due to finalizing several fiscal
years; but also as a result of a better mortality
experience.

Adjusted earnings improved by €5 million to
€76 million, as the improved underlying
earnings result was partly compensated by
lower net realized capital gains (€–6 million).

Net income improved by €5 million to
€77 million in line with adjusted earnings.

Switzerland
Gross revenues were up 24% on a constant
exchange rate basis to €141 million mainly due
to Investment & Savings (+24%) as a result of
new products and marketing initiatives.

Underlying earnings increased by €1 million to
€3 million mainly due to higher fees & revenues
as a result of new business in Investment &
Savings regular premiums.

Adjusted earnings were up €3 million to
€7 million mainly driven by higher capital gains
on equity securities.

Net income rose by €3 million to €7 million in
line with adjusted earnings.

(1) All comparisons to prior year figures are on a constant exchange rate basis.
(2) AXA 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.


Canada
Gross revenues amounted to €115 million. On a
constant exchange rate basis, revenues increased
by €37 million mainly as a result of the acquisition
of Citadel (€+30 million) and higher fees from
mutual fund sales (€+2 million).

Underlying earnings, adjusted earnings and
net income
increased by €7 million to €4 million
due to the acquisition of Citadel and the reduction
of the deferred income tax rate.

Morocco1
Gross revenues were down 11% on a constant
exchange rate basis to €49 million mainly due
to the termination of a bank insurance
agreement.

 

Underlying earnings, adjusted earnings and
net income
rose by €1 million to €4 million.

Turkey2
Gross revenues were up 12% on a constant
exchange rate basis to €70 million driven by the
development of traditional life business.

Underlying earnings, adjusted earnings and
net income
were stable, on a constant
exchange rate basis at €2 million. Net income
was stable at €3 million.

(1) AXA Assurance Maroc is 51% owned by AXA.
(2) AXA Oyak Hayat is 50% owned by AXA.


PROPERTY & CASUALTY

SEGMENT

The tables below present the gross premiums
and net income attributable to AXA’s

 

Property & Casualty segment for the periods
indicated.

 

            (in Euro million)  
PROPERTY AND CASUALTY SEGMENT (a) (b)   2006   2005
Restated (c)
  2005
Published
  2004
Restated (c)
  2004
Published
 
Gross written premiums   19,830   18,913   18,913   17,903   17,903    
Fees and revenues from investment contracts
with no participating feature
           
Revenues from insurance activities   19,830   18,913   18,913   17,903   17,903  
Net revenues from banking activities            
Revenues from other activities   52   43   43   42   42  
Total revenues   19,882   18,956   18,956   17,945   17,945  
Change in unearned premium reserves net
of unearned revenues and fees
  (142)   (269)   (269)   (250)   (250)  
Net investment result excluding financing expenses   1,594   1,461   1,461   1,320   1,320  
Technical charges relating to insurance activities   (12,841)   (12,347)   (12,347)   (11,959)   (11,959)  
Net result of reinsurance ceded   (632)   (581)   (581)   (663)   (663)  
Bank operating expenses            
Insurance acquisition expenses   (3,787)   (3,382)   (3,382)   (3,089)   (3,089)  
Amortization of value of purchased life business
in force
           
Administrative expenses   (1,851)   (1,960)   (1,960)   (1,717)   (1,717)  
Valuation allowances on tangibles assets   11   (1)   (1)   (7)   (7)  
Other   (20)   12   12   (15)   (15)  
Other operating income and expenses   (19,120)   (18,259)   (18,259)   (17,450)   (17,450)  
INCOME FROM OPERATING ACTIVITIES,
GROSS OF TAX EXPENSE
  2,213   1,890   1,890   1,566   1,566  
Net income from investments in affiliates and
associates
  9   3   3   34   34  
Financing expenses   (8)   (11)   (11)   (22)   (22)  
OPERATING INCOME GROSS OF TAX EXPENSE   2,214   1,882   1,882   1,577   1,577  
Income tax expense   (719)   (493)   (493)   (443)   (443)  
Minority interests in income or loss   (42)   (44)   (44)   (32)   (32)  
UNDERLYING EARNINGS   1,453   1,346   1,346   1,102   1,102  
Net realized capital gains attributable to shareholders   441   341   307   288   272  
ADJUSTED EARNINGS   1,895   1,687   1,653   1,390   1,374  
Profit or loss on financial assets (under fair value
option) & derivatives
  71   51   85   67   83  
Exceptional operations (including discontinued
operations)
  13       12   12  
Goodwill and other related intangibles impacts   (2)   (1)   (1)   (30)   (30)  
NET INCOME   1,977   1,737   1,737   1,439   1,439  
(a) Before intercompany transactions.
(b) Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) as at January 1st, 2005.
(c) Restated means: transfer of the forex impact from adjusted earnings to net income.
 

    (in Euro million)  
CONSOLIDATED GROSS REVENUES (a)   2006   2005   2004  
France   5,219   5,096   4,932    
United Kingdom & Ireland   4,742   4,413   4,493  
Germany   2,759   2,798   2,815  
Belgium   1,520   1,462   1,443  
Southern Europe   3,160   3,019   2,901  
Other countries (b)   2,483   2,168   1,361  
Total   19,882   18,956   17,945  
Intercompany transactions   (89)   (81)   (93)  
Contribution to consolidated gross revenues   19,793   18,874   17,852  
(a) Gross written premiums including intercompany eliminations.
(b) Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) as at January 1st, 2005.
     

 

                (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS
AND NET INCOME
  2006   2005
Restated (b)
  2005
Published
  2004
Restated (b)
  2004
Published
   
France   382   363   363   304   304  
United Kingdom & Ireland   386   399   399   302   302  
Germany   181   178   178   120   120  
Belgium   147   128   128   159   159  
Southern Europe   148   125   125   114   114  
Other countries (a)   208   153   153   102   102  
UNDERLYING EARNINGS   1,453   1,346   1,346   1,102   1,102  
Net realized capital gains attributable to shareholders   441   341   307   288   272  
ADJUSTED EARNINGS   1,895   1,687   1,653   1,390   1,374  
Profit or loss on financial assets (under fair value
option) & derivatives
  71   51   85   67   83  
Exceptional operations (including discontinued
operations)
  13       12   12  
Goodwill and other related intangibles impacts   (2)   (1)   (1)   (30)   (30)  
NET INCOME   1,977   1,737   1,737   1,439   1,439  
(a) Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) as at January 1st, 2005.
(b) Restated means: transfer of the forex impact from adjusted earnings to net income.
 

Property & Casualty Operations – France

                (in Euro million)  
    2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
   
Gross revenues   5,219   5,096   5,096   4,932   4,932    
Current accident year loss ratio (net)   74.6%   74.0%   74.0%   74.3%   74.3%  
All accident year loss ratio (net)   73.5%   73.5%   73.5%   75.4%   75.4%  
Net technical result   1,390   1,345   1,345   1,195   1,195  
Expense ratio   24.1%   24.4%   24.4%   23.3%   23.3%  
Net underlying investment result   464   464   464   424   424  
Underlying operating earnings before tax   592   569   569   482   482  
Income tax expenses / benefits   (210)   (206)   (206)   (177)   (177)  
Net income from investment in affiliates and
associates
           
Minority interests            
Underlying earnings group share   382   363   363   304   304  
Net capital gains attributable to shareholders net
of income tax
  70   85   57   70   77  
Adjusted earnings group share   452   448   419   374   381  
Profit or loss on financial assets (under fair value
option) & derivatives
  64   17   45   33   26  
Exceptional operations (including discontinued
operations)
           
Goodwill and other related intangibles impacts            
Net income group share   515   464   464   407   407  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.                  

 

Gross revenues increased by 2% to
€5,219 million or by 4%, net of intercompany
transactions and on a comparable basis:

Personal lines (61% of gross written premiums)
increased by 2% to €3,166 million, mainly
reflecting (i) positive net inflows in Motor
(+58,000 new contracts) sustained by
advertising campaigns in a very competitive
market, and (ii) positive net inflows in
Household (+23,000 new contracts) with an
ongoing price increase.

– The 6% strong increase in Commercial lines
premiums
(39% of gross written premiums) to
€2,022 million was driven by overall positive
inflows, rate increases, notably in Liability and
in Construction (including positive prior year
premium adjustments).

 

Net technical result improved by €45 million or
3% to €1,390 million:

– The 0.7 point current accident year net loss
ratio
deterioration to 74.6%, was mainly driven

 

by Property due to both large claims and a
higher cost of reinsurance.

– The prior accident year net technical result
improved by €38 million to €60 million, mainly
fuelled by 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).

Expense ratio decreased by 0.3 point to 24.1%
mainly driven by the improvement in the
administrative expense ratio by 0.5 point to
8.9% following a non recurring charge related to
agents benefits in 2005.

As a consequence, the combined ratio
improved by 0.4 point to 97.5%.

Net investment result remained stable at
€464 million as lower equity dividend income
following internal restructuring of the holding
scheme of some equity investments (sold to


AXA France Vie) was offset by higher income on
fixed maturities.

Income tax expense increased by €4 million to
€–210 million in line with increased taxable
income partially compensated by the 0.5 point
decrease of the short term rate.

Underlying earnings increased by €20 million
to €382 million reflecting the improved
combined ratio.

 

Adjusted earnings increased by €4 million to
€452 million as the underlying earnings increase
(€+20 million) was offset by lower net capital
gains (€–15 million to €70 million).

Net income increased by €51 million to
€515 million reflecting (i) the stability of
adjusted earnings (€+4 million), (ii) a positive
impact of foreign exchange on a currency macro
hedge (€+56 million to €28 million), partly offset
by (iii) less favorable change of fair value on
assets under fair value option (€–9 million to
€36 million).


Property & Casualty Operations – United Kingdom
& Ireland

                (in Euro million)  
    2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
   
Gross revenues   4,742   4,413   4,413   4,493   4,493  
Current accident year loss ratio (net)   63.6%   65.1%   65.1%   67.7%   67.7%  
All accident year loss ratio (net)   61.8%   63.1%   63.1%   66.4%   66.4%  
Net technical result   1,790   1,610   1,610   1,502   1,502  
Expense ratio   34.7%   33.3%   33.3%   31.0%   31.0%  
Net underlying investment result   338   283   283   283   283  
Underlying operating earnings before tax   501   442   442   383   383  
Income tax expenses / benefits   (114)   (43)   (43)   (81)   (81)  
Net income from investment in affiliates and
associates
           
Minority interests            
Underlying earnings group share   386   399   399   302   302  
Net capital gains attributable to shareholders net
of income tax
  75   62   64   62   57  
Adjusted earnings group share   461   461   464   364   359  
Profit or loss on financial assets (under fair value
option) & derivatives
  (9)   3     (5)    
Exceptional operations (including discontinued
operations)
        12   12  
Goodwill and other related intangibles impacts            
Net income group share   451   464   464   372   372  
Average exchange rate: 1.00 = £   0.6817   0.6840   0.6840   0.6784   0.6784  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.  

 

Gross Revenues increased by 7% to
€4,742 million on current and constant
exchange rate base, reflecting significant growth
on 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 a strong performance in the
Motor business resulting from updated pricing
strategies and new business growth in the UK.
Property growth of 15.7% on a constant
exchange rate basis was mainly due to
additional corporate partner deals incepted in
2005 and 2006 in the UK. The 7.0% growth in
Health was driven by higher volumes in UK
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 UK. Growth of 7.1% in
Health is mainly due to UK and International
SME business.

Net Technical Result increased by €180 million
on a current exchange rate basis (€+175 million
on a constant exchange rate basis) to
€1,790 million:

– 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.

Expense ratio deteriorated by 1.5 point to
34.7% largely as a result of the increase of the
commission ratio by 1.6 point as a result of a


change in business mix, higher profit
commission and increased volumes on higher
commission rated delegated authority business
in the UK. The acquisition cost ratio excluding
commissions increased by 0.3 point mainly due
to Distribution and Customers Operations with
increased activity arising from new Corporate
Partners. This was slightly offset by 0.4 point
improvement in administrative expense ratio
primarily as a result of expenses incurred in
prior year on the closure of a business
transformation project for Health.

As a result, the combined ratio deteriorated by
0.2 point to 96.5%.

Net underlying investment result increased by
€56 million on current exchange rate basis or
€55 million on a constant exchange rate basis,
as a result of a higher asset base and interest
rates.

Income tax expenses increased by €72 million
on a current exchange rate basis (€+71 million

 

on a constant exchange rate basis) reflecting
the improvement in the pre-tax result and 2005
included a €51 million tax benefit.

Underlying earnings decreased by €13 million
to €386 million on a current exchange rate basis
(€–14 million on a constant exchange rate
basis), as the improvement in net technical
result and favorable investment performance
were more than offset by the increase in income
tax expenses.

Adjusted earnings decreased by €–1 million on
a current exchange rate basis and €–2 million
on a constant exchange rate basis to
€461 million as the decrease in underlying
earnings was largely offset by €12 million higher
net capital gains.

Net Income decreased by €13 million on a
current exchange rate basis (€–14 million on a
constant exchange rate basis) to €451 million
due to the adverse foreign exchange
movements.


Property & Casualty Operations – Germany

                (in Euro million)  
    2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
   
Gross revenues   2,759   2,798   2,798   2,815   2,815    
Current accident year loss ratio (net)   74.2%   72.2%   72.2%   75.6%   75.6%  
All accident year loss ratio (net)   67.8%   65.8%   65.8%   69.6%   69.6%  
Net technical result   889   958   958   859   859  
Expense ratio   30.3%   32.5%   32.5%   29.2%   29.2%  
Net underlying investment result   239   218   218   171   171  
Underlying operating earnings before tax   293   266   266   204   204  
Income tax expenses / benefits   (108)   (76)   (76)   (77)   (77)  
Net income from investment in affiliates and
associates
  4   3   3   3   3  
Minority interests   (7)   (15)   (15)   (10)   (10)  
Underlying earnings group share   181   178   178   120   120  
Net capital gains attributable to shareholders net
of income tax
  77   87   80   23   4  
Adjusted earnings group share   259   265   258   143   124  
Profit or loss on financial assets (under fair value
option) & derivatives
  26   30   37   15   34  
Exceptional operations (including discontinued
operations)
  (3)          
Goodwill and other related intangibles impacts         5   5  
Net income group share   282   295   295   163   163  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.  

 

Please note that from 2006 on, the run-off
portfolio of AXA Germany is reported under
International Insurance Business. In 2005, AXA
Germany P&C underlying earnings included
€8 million corresponding to this portfolio.

Gross revenues decreased by 1% to
€2,759 million. 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 revenues)
increased by 2% mainly driven by Motor lines
up +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).

Commercial lines (32% of total gross
revenues) decreased 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 revenues)
increased by 7% mainly due to AXA Art.

 

Net technical result decreased by €70 million
to €889 million, as:

Current accident year loss ratio deteriorated
by 2.0 points to 74.2% driven by higher large
claims charge than the exceptionally benign
2005 experience, and the increase of claims
handling costs provision to reflect higher unit
costs.

All accident year loss ratio increased by
2.0 points to 67.8% in line with the
development of the current accident year loss
ratio. The net technical result of previous years
amounted to €177 million in 2006 (vs.
€180 million in 2005) primarily driven by boni
on personal motor and commercial liability.

Expense ratio improved by 2.3 points to 30.3%
mainly driven by a lower administrative expense
ratio (–2.4 points), mainly due to the release of
some VAT provisions coupled with a VAT refund
following the creation of a VAT group, as well as


to the non-recurrence of several 2005 one-off
expenses. Acquisition expense ratio marginally
deteriorated (+0.1 point), as the non-recurrence
of the 2005 amortization of some capitalized
acquisition costs was offset by higher marketing
expenses.

Overall, the net combined ratio improved by
0.2 point to 98.1%.

Net underlying investment result increased by
€21 million to €239 million mainly driven by
higher dividends from equities.

Income tax expense increased by €32 million
to €–108 million due to higher taxable income
coupled with a less favorable mix of taxable and
non taxable elements.

 

As a result of the above, underlying earnings
improved by €4 million to €181 million.

Adjusted earnings decreased by €6 million to
€259 million as the improvement in underlying
earnings was more than offset by lower capital
gains mainly on equities.

Net income decreased by €13 million to
€282 million resulting from lower adjusted
earnings and unfavorable change in fair value on
fixed maturities under fair value option, partly
offset by gains on derivatives.


Property & Casualty Operations – Belgium

            (in Euro million)  
    2006
 
  2005
 
  2004  
Gross revenues   1,520   1,462   1,443      
Current accident year loss ratio (net)   78.1%   81.4%   82.6%  
All accident year loss ratio (net)   66.0%   70.0%   69.4%  
Net technical result   512   439   442  
Expense ratio   29.3%   28.7%   28.0%  
Net underlying investment result   178   167   179  
Underlying operating earnings before tax   245   183   215  
Income tax expenses / benefits   (98)   (55)   (56)  
Net income from investment in affiliates and associates        
Minority interests        
Underlying earnings group share   147   128   159  
Net capital gains attributable to shareholders net of income tax   142   53   56  
Adjusted earnings group share   290   181   215  
Profit or loss on financial assets (under FV option) & derivatives   (6)   1   14  
Exceptional operations (including discontinued operations)        
Goodwill and other related intangibles impacts       (1)  
Net income group share   283   183   228  

 

Gross written premiums increased by 4% to
€1,520 million 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 up 10% to €254 million
as a result of the new Natural Disaster
guarantee effective March 2006, and by motor
(56% of personal lines written premiums) up
1% to €527 million 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.

 

Net technical result was up €73 million to
€512 million as a result of:

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.

 

Expense ratio increased by 0.7 point to 29.3%
driven by the increase in administrative expense
ratio by 0,5 point to 8.7% mainly due to an IT
project related to product offering segmentation
(€4 million), and staff costs (regulatory salary
indexation).

As a result, the combined ratio improved by
3.3 points to 95.4%.

Net underlying investment result increased by
€11 million to €178 million, mainly driven by
higher income on fixed maturities and equity
investments.

Income tax expense increased by €43 million
to €98 million, as a result of higher pre-tax
underlying earnings.

Underlying earnings increased by €19 million
to €147 million as a result of the improvement in
combined ratio and higher net investment result,
partially offset by higher tax expenses.

Adjusted earnings increased by €109 million to
€290 million as a result of higher underlying
earnings and higher realized gains on equities


(€+76 million) and real estate (due to non
recurrence of a €13 million depreciation on one
building in 2005).

 

Net income increased by €101 million to
€283 million as a result of higher adjusted
earnings and unfavorable change in fair value on
corporate bond mutual funds under fair value
option due to interest rate increases.


Property & Casualty Operations – Southern Europe

        (in Euro million)  
    2006   2005   2004    
Gross revenues   3,160   3,019   2,901    
Current accident year loss ratio (net)   77.0%   78.3%   78.5%  
All accident year loss ratio (net)   74.7%   75.6%   76.0%  
Net technical result   789   713   661  
Expense ratio   23.6%   23.5%   23.4%  
Net underlying investment result   184   167   150  
Underlying operating earnings before tax   238   194   168  
Income tax expenses / benefits   (90)   (68)   (53)  
Net income from investment in affiliates and associates        
Minority interests        
Underlying earnings group share   148   125   114  
Net capital gains attributable to shareholders net of income tax   42   27   62  
Adjusted earnings group share   190   152   177  
Profit or loss on financial assets (under FV option) & derivatives   (1)   1   8  
Exceptional operations (including discontinued operations)        
Goodwill and other related intangibles impacts        
Net income group share   189   153   185  

 

Gross written premiums increased by 4% on a
comparable basis to €3,160 million.

Personal lines (78% of gross written premiums,
€2,468 million) 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
very competitive market, thanks 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 business,
€688 million) were down 3%. In motor (6% of
business, €198 million) revenues were up 3%.
Non-motor business (16% of business,
€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
business, +6%) whereas non-proprietary
networks were down 2%.

 

Net technical result increased by €76 million to
€789 million as the loss ratio improved by
0.9 point to 74.7% mainly driven by strong
monitoring of personal motor portfolio:

The current net technical result increased by
€86 million to €718 million resulting from the
improvement of the current accident year loss
ratio 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.

The prior year net technical result decreased by
€9 million to €70 million.

Expense ratio was almost stable at
23.6%. Administrative expense ratio
excluding commissions improved by 0.3 point to
4.9% benefiting mainly from lower pre-
retirement costs, especially in Portugal.
Acquisition expense ratio excluding
commissions ratio increased by 0.5 point to
5.0% primarily due to higher marketing costs
(+0.4 point), aiming in particular to further
develop direct distribution sales. Commission
ratio decreased by 0.2 point to 13.6% partly
driven by lower commission rate on the motor
product launched in 2006.


As a result, the combined ratio improved by
0.8 point to 98.3%.

Net underlying investment result increased by
€17 million to €184 million mainly driven by a
larger average asset base combined with an
improved return on the fixed maturity portfolio.

Income tax expense increased by €21 million
to €90 million due to higher pre-tax earnings
(€16 million impact), and a negative impact due
to the evolution of tax regulations (€5 million),
main impact in Italy.

 

Consequently, underlying earnings were up
€23 million to €148 million.

Adjusted earnings were up €39 million to
€190 million due to higher underlying earnings
and higher capital gains on equity securities,
thanks to good equity market conditions.

Net income increased by €36 million to
€189 million reflecting the positive adjusted
earnings evolution partly offset by the lower fair
value adjustment on consolidated mutual funds
under fair value option.


Property & Casualty Operations – Other Countries

        (in Euro million)  
CONSOLIDATED GROSS REVENUES   2006   2005   2004  
Canada   1,059   858   746      
The Netherlands (a)   282   275   212  
Other countries   1,142   1,035   403  
Turkey (c)   508   453    
Morocco   164   140   137  
Japan   158   140   115  
Switzerland   95   90   87  
Asia (Excluding Japan) (b) (c)   149   144    
Luxembourg   69   69   64  
Central and Eastern Europe        
Total   2,483   2,168   1,361  
Intercompany transactions   (5)   (5)    
Contribution to consolidated gross revenues   2,477   2,163   1,361  
(a) The disability portfolio which was previously reported under the Life segment is now reported under the Property & Casualty segment since December 1st, 2004. The Health portfolio which was previously reported under the Life segment has been disposed of at December 1st, 2004.
(b) Includes Hong Kong and Singapore. (c) Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) as at January 1st, 2005. Hong Kong and Singapore
businesses are now reported in Asia (Excluding Japan).
 

 

            (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS
AND NET INCOME
  2006   2005
Restated (c)
  2005
Published
  2004
Restated (c)
  2004
Published
 
Canada   113   80   80   61   61  
The Netherlands (a)   36   19   19   (5)   (5)  
Other countries   59   54   54   46   46  
Turkey (b)   11   8   8   8   8  
Morocco   14   13   13   13   13  
Japan   1   5   5   3   3  
Switzerland   7   2   2   2   2  
Asia (Excluding Japan) (b) (d)   23   18   18   15   15  
Of which Malaysia   6          
Luxembourg   9   8   8   6   6  
Central and Eastern Europe   (6)          
UNDERLYING EARNINGS   208   153   153   102   102  
Net realized capital gains attributable to shareholders   35   28   26   15   16  
ADJUSTED EARNINGS   243   181   179   117   118  
Profit or loss on financial assets (under fair value
option) & derivatives
  (1)   (2)     1    
Exceptional operations (including discontinued
operations)
  16          
Goodwill and other related intangibles impacts   (2)   (1)   (1)   (34)   (34)  
NET INCOME   256   179   179   83   83  
(a) The disability portfolio which was previously reported under the Life segment is now reported under the Property & Casualty segment since December 1st, 2004. The Health portfolio which was previously reported under the Life segment has been disposed of at December 1st, 2004.
(b) Change in consolidation method in Turkey, Hong Kong and Singapore (from equity method to full consolidation) as at January 1st, 2005. Hong Kong and Singapore businesses are now reported in Asia (Excluding Japan).
(c) Restated means: transfer of the forex impact from adjusted earnings to net income.
(d) Includes Malaysia (newly consolidated in 2006 in equity method), Hong Kong and Singapore.
 

Canada
Gross revenues were up €200 million to
€1,059 million, or up €140 million on a constant
exchange rate basis. Excluding Citadel
contribution of €145 million in 2006, gross
revenues slightly decreased by €5 million as the
result of a sustained level of new business
(growth of 3%) combined with the impact
related to the successful launch of the 18/24
month policies in 2005 leading to no renewal of
these policies in 2006.

Underlying earnings were up €33 million or
€27 million on a constant exchange rate basis
to €113 million mainly resulting from the
acquisition of Citadel combined with the
improvement of the net combined ratio from
91.8% (93.0% including Citadel) to 91.0%
reflecting the excellent performance across the
board.

Adjusted earnings increased by €25 million on
a constant exchange rate basis to €126 million
in line with underlying earnings.

Net income increased by €19 million on a
constant exchange rate basis to €119 million,
as a result of higher adjusted earnings partly
offset by Citadel’s integration costs of
€4 million as well as €2 million amortization
charge of the intangible assets related to
Citadel.

The Netherlands
Gross revenues increased by 3% to
€282 million mainly driven by new business in
Authorized agents and Individual Disability,
partly offset by the effects of the exit of Group
Disability business as a consequence of legal
changes in the Netherlands.

Underlying earnings increased by €17 million
to €36 million, driven by a 7.8 point
improvement in combined ratio to 91.8%
following positive experience in Fire lines,
combined with positive prior year
developments, partly offset by higher profit-
sharing commissions.

 

Adjusted earnings increased by €12 million to
€37 million driven by underlying earnings and
lower realized capital gains of €5 million, mainly
due to the sale of real estate in 2005.

Net income increased by €20 million to
€45 million benefiting from €7 million additional
contractual realized profit, related to the sale of
the health portfolio to Achmea in 2004.

Turkey 1
Gross revenues increased by 21% on a
constant exchange rate basis to €508 million
driven by average motor premium increase and
positive evolution of fire business.

Underlying earnings were up €3 million to
€11 million, thanks to (i) the combined ratio
improvement (–2.7 points to 98.4%) and
(ii) investment income growth on fixed
maturities.

Adjusted earnings were up €2 million to
€11 million. Net income was up €2 million to
€12 million.

Morocco
Gross revenues were up 17% on a constant
exchange rate basis to €164 million, driven by
personal motor, workmen compensation and fire
lines of business.

Underlying earnings were up €1 million to
€14 million as the combined ratio improvement
(–6.3 points to 94.3%) was partly offset by the
decrease in investment income on equity
securities (especially high in 2005).

Adjusted earnings and net income increased
by €15 million to €29 million due to strong
realization of capital gains on equities.

Japan
Gross written premiums increased by 20% on
a constant exchange rate basis to €158 million,
mainly driven by motor business growth. Total

(1) AXA Oyak is 35% owned by AXA.


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.

Underlying earnings decreased by €4 million to
€1 million as the slight improvement in the
combined ratio (from 102.4% to 101.9%),
following the decrease in the expense ratio
(38.5% vs. 42.4% in 2005), despite the non-
recurrence of boni recorded in 2005 was more
than offset by a lower contribution from the
release of the valuation allowance on deferred
tax assets than last year.

Adjusted earnings decreased by €3 million to
€1 million in line with underlying earnings.

Net income decreased by €5 million to
€–1 million reflecting some unrealized losses on
fixed maturity mutual funds under fair value
option.

Asia (Excluding Japan)
Singapore
Gross written premiums (excl ACS business)
increased by 3.3% to €85 million on a constant
exchange rate basis, mainly driven by personal
motor given our competitive pricing and
improved renewal retention ratio.

Underlying earnings, adjusted earnings and
net income were slightly below prior year at
around €10 million with a combined ratio of
90.9% (vs. 88.0% in 2005) which has been
impacted notably by an increase of claims
incurred in the commercial property and
casualty businesses.

 

Hong Kong
Gross written premium (excl ACS business)
remained stable at €64 million, compared to
2005 on a constant exchange rate basis.
Excluding premium adjustments in workers
compensation products (ECI construction),
revenues increased by 1.6%.

Underlying earnings were stable at €8 million
on a constant exchange rate basis, with a slight
increase in the combined ratio from 94.3% to
95.2%.

Adjusted earnings decreased by €1 million to
€10 million on a constant exchange rate basis
mainly attributable to a reduction of realized
capital gains by €1 million.

Net income increased by €1 million to
€10 million on a constant exchange rate basis,
mainly attributable to a reduction of exchange
losses by €2 million.

Central and Eastern Europe
Poland
The activity of the Avanssur platform in Poland
was launched in September 2006.

Underlying earnings, adjusted earnings and
net income amounted to €
–6 million mainly due
to administrative expenses.


INTERNATIONAL
INSURANCE SEGMENT

The following tables present the gross premiums and net income for the International Insurance
Segment for the periods indicated:

        (in Euro million)  
CONSOLIDATED GROSS REVENUES (a)   2006   2005   2004  
AXA RE     1,460   1,069      
AXA Corporate Solutions Assurance   1,697   1,614   1,517  
AXA Cessions   57   60   94  
AXA Assistance   702   621   554  
Other (b)   1,355   147   239  
Total   3,811   3,903   3,473  
Intercompany transactions   (95)   (90)   (109)  
Contribution to consolidated gross revenues   3,716   3,813   3,363  
(a) Gross written premiums including intercompany eliminations.
(b) Including AXA RE (in 2006 only), AXA RE Life and AXA Liabilities Managers.
 

 

                (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS
AND NET INCOME
  2006   2005
Restated (b)
  2005
Published
  2004
Restated (b)
  2004
Published
   
AXA RE     11   11   96   96    
AXA Corporate Solutions Assurance   84   72   72   50   50  
AXA Cessions   15   9   9   17   17  
AXA Assistance   21   17   17   17   17  
Other (a)   11   (41)   (41)   (41)   (41)  
UNDERLYING EARNINGS   131   68   68   138   138  
Net realized capital gains attributable to shareholders   60   88   94   85   87  
ADJUSTED EARNINGS   191   156   162   224   226  
Profit or loss on financial assets (under fair value
option) & derivatives
  (1)   5   (1)   27   25  
Exceptional operations (including discontinued
operations)
  66   23   23      
Goodwill and other related intangibles impacts   (12)       (7)   (7)  
NET INCOME   244   184   184   244   244  
(a) Including AXA RE (in 2006 only), AXA RE Life and AXA Liabilities Managers.
(b) Restated means: transfer of the forex impact from adjusted earnings to net income
 

AXA Corporate Solutions Assurance

                (in Euro million)  
    2006   2005
Restated (b)
  2005
Published
  2004
Published
   
Gross revenues   1,697   1,614   1,614   1,517  
Current accident year loss ratio (net) (a)   88.7%   88.9%   88.9%   88.6%  
All accident year loss ratio (net)   87.3%   87.9%   87.9%   87.2%  
Net technical result   207   189   189   195  
Expense ratio   12.8%   12.9%   12.9%   13.0%  
Net underlying investment result (b)   144   123   123   97  
Underlying operating earnings before tax   144   110   110   81  
Income tax expenses / benefits   (59)   (37)   (37)   (30)  
Net income from investment in affiliates and associates          
Minority interests   (1)   (1)   (1)   (1)  
Underlying earnings group share   84   72   72   50  
Net capital gains attributable to shareholders net of income tax   32   20   30   46  
Adjusted earnings group share   116   92   102   96  
Profit or loss on financial assets (under FV option) & derivatives   1   5   (5)   1  
Exceptional operations (including discontinued operations)          
Goodwill and other related intangibles impacts          
Net income group share   117   97   97   97  
(a) Current accident year claim charges (including claims handling expenses) / Current accident year earned revenues (excluding premium adjustments on previous years).
(b) Restated means: transfer of the forex impact from adjusted earnings to net income.
 

 

Gross revenues amounted to €1,697 million, up
€83 million (+5%) driven by (i) a 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 a context of softening
market (€–45 million).

Net technical result increased by €18 million to
€207 million:

The current accident year net technical result
increased by €10 million to €177 million
reflecting a positive volume impact combined
with a lower net loss ratio in Property.

The prior accident year net technical result
increased by €8 million to €30 million,
resulting from positive reserve developments
in Property, Marine and Aviation.

Expenses increased by €5 million to
€–208 million. The expense ratio improved by
0.1 point to 12.8% reflecting the growth in
premiums.

 

Combined ratio improved by 0.8 point to
100.0%.

Net investment result increased by €21 million
to €144 million driven by higher fixed maturity
revenues notably reflecting a higher asset base.

Income tax expenses increased by €22 million
to €–59 million, mainly as a result of higher
taxable income.

As a result, underlying earnings increased by
€12 million to €84 million.

Adjusted earnings increased by €24 million to
€116 million, reflecting a €12 million
improvement in underlying earnings and
€12 million higher net realized gains, mainly on
equities.

Net income increased by €21 million to
€117 million, reflecting €24 million higher
adjusted earnings combined with a €10 million
positive impact on change in fair value of assets
under fair value option partly offset by a
€–13 million foreign exchange negative impact.


AXA Cessions

Underlying earnings were up €6 million to
€15 million mainly reflecting (i) a higher net
technical result and (ii) a higher net investment
income partly offset by (iii) an increase in
general expenses.

Adjusted earnings and net income amounted
respectively to €14 million and €13 million.

AXA Assistance

Underlying earnings were up €4 million to
€21 million, reflecting mainly an increased
activity (+11% on a comparable basis)
combined with a better technical result and
contained expenses.

Adjusted earnings increased by €4 million to
€21 million in line with higher underlying
earnings.

Net income decreased by €21 million to
€22 million as the increase in adjusted earnings
was more than offset by the non recurrence of
the €23 million net impact of the sale of CAS
in 2005.

Other transnational activities

On December 21, 2006 the 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 assuming 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 Full Year 2006 is presented as part
of the “Other Transnational Activities” segment.

Underlying earnings increased by €52 million
to €11 million mainly due to (i) the contribution
of AXA Re’s 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, partly
offset by (iii) a €–13 million lower result of the
AXA RE US Life run-off portfolio fully explained
by the cost of fully hedging the remaining
exposure of this portfolio.

Adjusted earnings increased by €72 million to
€39 million reflecting the €52 million
improvement of underlying earnings and
€20 million higher realized gains due to AXA RE
(€34 million) partly offset by €–13 million on the
other portfolios.

Net income increased by €123 million to
€92 million, reflecting improvement in adjusted
earnings combined with a €66 million gain after
tax on the sale of AXA RE’s business, partly
offset a €12 million charge related to the
impairment of the goodwill formerly allocated to
the reinsurance business.


ASSET MANAGEMENT
SEGMENT

            (in Euro million)  
CONSOLIDATED GROSS REVENUES   2006   2005   2004    
AllianceBernstein   3,102   2,581   2,434  
AXA Investment Managers   1,679   1,195   944  
Total   4,781   3,776   3,378  
Intercompany transactions   (375)   (343)   (293)  
Contribution to consolidated gross revenues   4,406   3,433   3,084  

 

            (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS AND NET INCOME   2006   2005
Restated (a)
  2005
Published
  2004
Published
   
AllianceBernstein   302   240   240   204  
AXA Investment Managers   206   156   156   95  
UNDERLYING EARNINGS   508   396   396   300  
Net realized capital gains attributable to shareholders   1   6   5   2  
ADJUSTED EARNINGS   509   402   402   302  
Profit or loss on financial assets (under FV option) & derivatives   10   10   11   2  
Exceptional operations (including discontinued operations)   91   3   3    
Goodwill and other related intangibles impacts     (4)   (4)    
NET INCOME   610   411   411   304  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.                  

AllianceBernstein

            (in Euro million)  
    2006     2005     2004  
Gross revenues   3,102   2,581   2,434      
Net underlying investment result   23   (21)   (22)  
Total revenues   3,125   2,560   2,412  
General expenses   (2,204)   (1,852)   (1,823)  
Underlying operating earnings before tax   921   707   589  
Income tax expenses / benefits   (260)   (193)   (124)  
Net income from investment in affiliates and associates        
Minority interests   (359)   (274)   (261)  
Underlying earnings group share   302   240   204  
Net capital gains attributable to shareholders net of income tax   1   6   2  
Adjusted earnings group share   303   246   207  
Profit or loss on financial assets (under FV option) & derivatives        
Exceptional operations (including discontinued operations)   91   8    
Goodwill and other related intangibles impacts        
Net income group share   394   254   207  
Average exchange rate: 1.00 €= $   1.2563   1.2453   1.2438  

 

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).

Fees, commissions and other revenues
increased by 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, market performance and
higher performance fees.

General expenses increased by €352 million
or up 20% on a constant exchange rate basis,
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).

The underlying cost income ratio improved by
1.5 point from 68.7% to 67.2% in 2006.

 

Income tax expenses increased by €67 million
to €260 million, or by €69 million on a constant
exchange rate basis due to higher pre tax-
earnings.

As a consequence, underlying earnings
increased by €62 million to €302 million, or by
€64 million at constant exchange rate.

Adjusted earnings increased by €57 million to
€303 million or by €59 million on a constant
exchange rate basis driven by higher underlying
earnings and lower net capital gains
(€–5 million).

Net income increased by €139 million to
€394 million or by €143 million on a constant
exchange rate basis mainly due to higher
adjusted earnings and dilution gains from the
issuance of AllianceBernstein units (€36 million),
reversal of deferred taxes liability from prior
period (€50 million) and €4 million related to the
sale of Alliance Cash Management business,
compared to a gain on the sale of Alliance Cash
management business (€5 million) and
India and South Africa joint ventures (€3 million)
in 2005.


AXA Investment Managers (“AXA IM”)

        (in Euro million)  
    2006   2005
Restated (a)
  2005
Published
  2004
Published
   
Gross revenues   1,679   1,195   1,195   944  
Net underlying investment result   30   27   27   15  
Total revenues   1,709   1,222   1,222   959  
General expenses   (1,330)   (956)   (956)   (795)  
Underlying operating earnings before tax   379   267   267   163  
Income tax expenses / benefits   (132)   (78)   (78)   (51)  
Net income from investment in affiliates and associates          
Minority interests   (41)   (32)   (32)   (17)  
Underlying earnings group share   206   156   156   95  
Net capital gains attributable to shareholders net of income tax       (1)    
Adjusted earnings group share   206   156   156   95  
Profit or loss on financial assets (under FV option) & derivatives   10   10   11   2  
Exceptional operations (including discontinued operations)     (5)   (5)    
Goodwill and other related intangibles impacts     (4)   (4)    
Net income group share   216   156   156   97  
(a) Restated means: transfer of the forex impact from adjusted earnings to net income.  

 

Assets Under Management (“AUM”) were
€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) €20 billion of favorable market impact,
partly offset by (iii) €–4 billion unfavorable
exchange rate.

Fees, commissions and other 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), net
revenues 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.

General expenses increased by €374 million to
€1,330 million. Excluding €+115 million
commissions paid to third-party agents and

 

€+88 million 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.

The underlying cost income ratio improved by
1.6 point from 69.9% in 20051 to 68.3% in 2006
(2.1 points improvement on a comparable
basis).

Underlying and adjusted earnings both
increased by €50 million to €206 million as a
result of a business growth and an improvement
in underlying cost income ratio. AXA
Framlington (purchased on October 31, 2005)
contribution to 2006 and 2005 underlying and
adjusted earnings was respectively €15 million
and €4 million.

Net income increased by €60 million to
€216 million, driven by adjusted earnings
growth and fair value increase in real estate
fund.

(1) The Cost Income Ratio was restated for the year 2005 in order to be based on underlying earnings.


OTHER FINANCIAL
SERVICES SEGMENT

The tables below present the revenues and the net income for the Other Financial Services segment
for the periods indicated:

            (in Euro million)  
CONSOLIDATED GROSS REVENUES   2006   2005   2004  
AXA Bank (Belgium)   306   339   268  
AXA Banque (France)   62   70   105  
AXA Bank (Germany)   26   28   28  
Other (a)   10   4   4  
Total   404   441   404  
Intercompany transactions   (22)   (13)   (17)  
Contribution to consolidated gross revenues   381   428   387  
(a) Includes CFP, CDO’s and Real Estate entities.              

 

            (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS AND NET INCOME   2006   2005   2004  
AXA Bank (Belgium)   21   50   26  
AXA Banque (France)     (8)   (10)  
AXA Bank (Germany)   3   3   2  
Other (a)   27   23   6  
UNDERLYING EARNINGS   51   67   23  
Net realized capital gains attributable to shareholders   8   6    
ADJUSTED EARNINGS   59   72   23  
Profit or loss on financial assets (under FV option) & derivatives   (15)   8   (11)  
Exceptional operations (including discontinued operations)   (1)   2    
Goodwill and other related intangibles impacts        
NET INCOME   43   82   13  
(a) Includes CFP, CDO’s and Real Estate entities.              

AXA Bank (Belgium)

Net banking revenues were down 10% to
€306 million, as a result of the decrease of
(i) realized capital gains (€–19 million) driven
by investment portfolio, (ii) mark to market
(€–12 million) mainly due to derivatives (natural
hedge on investment portfolio and the credit
spread portfolio) partly offset by an increase in
loans (€+11 million), and the money market
(€–10 million) and (iii) net interest and fee
income remained stable.

Underlying earnings decreased by €29 million
to €21 million mainly due to lower fixed income
capital gains (€–6 million), a lower interest
margin (€–9 million), and the non recurrence of
the reversal in 2005 of a provision for risks
related to loan activities in France following a
favorable court decision (€16 million).

Adjusted earnings decreased by €26 million to
€29 million notably driven by the decrease in
underlying earnings (€–29 million) partly offset
by an increase in capital gains on equities.

Net income decreased by €38 million to
€31 million driven by the decrease in adjusted
earnings as well as unfavorable change in fair
value on bonds under fair value option and
derivatives.

AXA Banque (France)

Net banking revenues decreased by 10% on a
comparable basis to €62 million. Excluding

 

derivatives, banking revenues increased by 24%
to €85 million due to higher interest revenues
and higher commissions both reflecting a strong
activity.

Underlying and adjusted earnings increased by
€8 million to breakeven mainly reflecting higher
underlying banking revenues.

Net income decreased by €6 million to
€–17 million, negatively impacted by the change
in fair value of derivatives (a €17 million loss
versus a €3 million loss in 2005) as a
consequence of the rise in interest rates on the
portfolio of interest rate swaps used to hedge
the overall balance sheet exposure.

AXA Bank (Germany)

Gross revenues decreased slightly by
€1 million to €26 million as a consequence of a
reduced interest margin.

Underlying earnings, adjusted earnings and
net income remained stable at €3 million.

Other

CFP
Underlying earnings, adjusted earnings and
net income increased by €17 million to
€35 million mainly due to favorable
developments on doubtful receivables.


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 UK Holdings,
German, Belgium and Netherlands holdings.

            (in Euro million)  
UNDERLYING, ADJUSTED EARNINGS
AND NET INCOME
  2006   2005
Restated (a)
  2005
Published
  2004
Restated (a)
  2004
Published
 
AXA   (219)   (203)   (282)   (170)   (263)    
Other French holdings companies   1   (12)   (12)   (2)   (2)  
Foreign holdings companies   (239)   (255)   (255)   (223)   (223)  
UNDERLYING EARNINGS   (457)   (471)   (549)   (396)   (489)  
Net realized capital gains attributable to shareholders   23   39   6   7   (1)  
ADJUSTED EARNINGS   (434)   (431)   (543)   (389)   (489)  
Profit or loss on financial assets (under fair value
option) & derivatives
  (341)   30   (4)   206   251  
Exceptional operations (including discontinued
operations)
  30   (99)   (99)   150   150  
Goodwill and other related intangibles impacts            
NET INCOME   (745)   (500)   (645)   (33)   (88)  
(a) Restated means: (i) transfer of the forex impact from adjusted earnings to net income, and (ii) 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.  

 

AXA1

Underlying earnings decreased by €16 million
to €–219 million. Excluding a non recurring tax
benefit of €39 million in 2006 compared to
€70 million in 2005, and €69 million financial
income in 2006 on proceeds from Winterthur
financing (rights and TSS issues), underlying
earnings
decreased by €54 million mainly due
to (i) 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 and (ii) €30 million some non
recurring costs related to share based
compensation plans.

Adjusted earnings decreased by €16 million to
€–189 million mainly driven by underlying
earnings evolution.

 

Net income decreased by €401 million to
€–584 million mainly due to adjusted earnings
evolution as well as:

– 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 Swiss assets of
Winterthur,

(iii) €–133 million related to a lower increase
of U.S Dollar interest rates linked
to currency swaps in 2006 compared
to 2005,

(1) All the figures are after tax.


– a €–43 million corresponding to foreign
exchange operations of which €–52 million
related to TSDI foreign exchange hedges no
more eligible to natural hedge accounting
linked to the reclassification in shareholder’s
equity of TSDI,

– partly offset by a €+85 million due to the
change in the mark-to-market of foreign
currency options hedging AXA Group
underlying earnings denominated in foreign
currencies.

Other French holding
companies

AXA France Assurance
Underlying earnings increased by €19 million
to €–13 million mainly due to the non recurrence
of a €14 million settlement with Armenian
policyholders in 2005.

Adjusted earnings increased by €22 million to
€–11 million due to higher underlying earnings
and higher realized gains on equities.

Net income increased by €33 million to
€–8 million mainly due to a tax gain on the 2005
settlement with Nationwide.

Other French Holdings
Underlying earnings decreased by €5 million to
€15 million mainly due to AXA Tech holding
which benefited notably last year from higher
dividends.

Adjusted earnings increased by €1 million to
€14 million, as the absence of impairment in
2006 more than offset the decrease of
underlying earnings.

Net income decreased by €12 million mainly
due to the change in fair value of derivatives
(a €15 million profit versus a €28 million profit in
December 2005).

 

Foreign Holding
Companies

AXA Financial, Inc.
Underlying earnings decreased by €25 million
on a current exchange rate basis, or by
€27 million on a constant exchange rate basis,
to € –135 million due to higher net interest
expense principally related to short-term
borrowings from AXA (€16 million) and higher
share based compensation expenses
(€11 million).

Adjusted earnings decreased by €27 million on
a current exchange rate basis, or €28 million on
a constant rate basis, to €
–135 million.

Net income increased by €94 million on a
current exchange rate basis, or by €93 million
on a constant exchange rate basis, to
€–76 million, reflecting a €43 million favorable
income tax settlement in 2006 related to the gain
on sale of DLJ in 2000 and the €–69 million non
recurrence of the 2005 after-tax loss on the sale
of Advest.

AXA Asia Pacific Holdings 1, 2
Underlying earnings decreased by €22 million
to €–24 million largely due to the non-recurrence
of positive income received in 2005 on cross
currency interest rate swaps, following the
restructuring of the forward rate hedging in
July 2005. Lower interest revenue on inter-
company finance arrangements and additional
costs associated with the expansion strategy in
Asian region also impacted the results.

Adjusted earnings decreased by €23 million to
€–25 million largely due to the reduction in
Underlying earnings.

Net income decreased by €17 million to
€–22 million largely reflecting lower underlying
and adjusted earnings partly offset by positive
foreign exchange impacts.

(1) All comparisons to prior year figures are on a constant exchange rate basis.
(2) AXA interest in AXA Asia Pacific Group is 52.7% broken down into 51.6% direct interest holding and an additional 1.1% owned
by AAPH Executive plan trust.


AXA UK Holdings
Underlying earnings increased by €7 million,
both on current and constant exchange rate
base to €–89 million resulting from lower
financing costs and the reversal of a deferred
tax asset valuation allowance. Adjusted
earnings
increased in line with underlying
earnings evolution.

Net income increased by €18 million on a
current exchange rate basis (€+19 million on a
constant exchange rate basis) to €–86 million
driven by adjusted earnings growth, foreign
exchange gains and the non recurrence of the
indemnity costs paid to Nationwide in 2005.

Other foreign holding
companies

German Holding companies
Underlying earnings improved by €48 million to
€29 million mainly due to a €31 million tax
refund following an industry wide change in tax
legislation in 2006, a €9 million higher impact of
the use of prior year loss carry-forward to
€20 million, as well as higher investment result
(€+4 million) and lower interests expenses
(€+4 million).

 

Adjusted earnings and net income increased
by €20 million as the improvement of underlying
earnings (€+48 million) was compensated by
the non repeat of 2005 one-off gains related to
the final settlement of Cologne Re JV sale
(€18 million) and a €10 million impairment on a
participation.

Belgium Holding companies
Underlying earnings increased by €14 million
to €–10 million mainly due to the non recurrence
of the indemnity fee paid in 2005 following the
early repayment of a loan to AXA Bank Belgium.

Adjusted earnings increased by €16 million to
€–9 million.

Net income increased by €24 million to
€–9 million due to the increase in adjusted
earnings and the non recurrence of the
settlement of an indemnity to Nationwide
(€+8 million).

Netherlands Holding companies
Underlying earnings, adjusted earnings and
net income decreased by €4 million to
€–6 million mainly driven by the €2 million
payment of loan interest to AXA SA.


OUTLOOK

2006 was another very strong year in terms of
top-line performance and earnings growth, and
AXA continued to be ahead of the expected
Ambition 2012 pace.

In 2007, AXA’s key operational challenge will be
to successfully manage the integration of
Winterthur while keeping the growth
momentum. Management has increased the
target synergies (pre-tax annual cost savings)
from this integration by 25% to €350 million, to
be fully phased by 2010.

Assuming the global economic environment
remains favorable and barring any major
catastrophic events or financial market
incidents, we expect that:

– our Life & Savings operations should continue
to grow on the back of favorable long-term

 

trends, and our distribution and offer
innovation initiatives, including the promising
roll-out of Accumulator-type products across
the Group,

– despite increasing competitive pressure in
some European markets, our Property &
Casualty operations should benefit from the
strength of marketing and distribution, claims
management initiatives and increasing
diversification into higher growth markets,

– our Asset Management businesses should
continue to perform well, primarily driven by
very strong net inflows in 2006 and current
favorable financial market conditions,

– our net capital gains target range is increased
from €600/800 million to €800/1,000 million
from 2007 onwards.


GLOSSARY

Preliminary note: Foreign exchange rate impacts are closer in nature to Profit and loss
on financial assets accounted for under fair value option (excluding assets backing
contract liabilities for which the financial risk is borne by the policyholder) and
derivatives related to invested assets than to Net realized gains or losses attributable to
shareholders. As a consequence, foreign exchange rates impacts have been
reallocated from adjusted earnings to net income starting 2006 with retroactive
restatement.

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 prior year (constant
exchange rate
basis) and eliminated the results
of acquisitions, disposals and business transfer
(constant structural basis) and of changes
in accounting principles (constant
methodological
basis), in one of the two
periods being compared.

Adjusted earnings

Adjusted earnings represent the net income
(group share) before:

(i) The impact of exceptional operations
(primarily change in scope, including
integration costs related to a newly acquired
company during the considered full year
accounting period).

(ii) Goodwill and other related intangible
impacts, and

(iii) Profit and loss on financial assets accounted
for under fair value option (excluding assets
backing contract liabilities for which the
financial risk is borne by the policyholder)
and derivatives related to invested assets
(including all impacts of foreign exchange
in particular the ones related to currency
options in earnings hedging strategies,
but excluding derivatives related to

 

insurance contracts evaluated according
to the “selective unlocking” accounting
policy).

Adjusted earnings per share (adjusted EPS)
represent AXA’s consolidated adjusted earnings,
divided by the weighted average number of
outstanding ordinary shares.

Adjusted earnings per share diluted (adjusted
EPS diluted)
represent AXA’s consolidated
adjusted earnings, divided by the weighted
average number of outstanding ordinary shares,
on a diluted basis (that is to say including the
potential impact of all outstanding dilutive stock
options being exercised performance shares,
and conversion of existing convertible debt into
shares provided that their impact is not anti-
dilutive).

Underlying earnings
Underlying earnings correspond to adjusted
earnings excluding net realized capital gains
attributable to shareholders.

Net realized gains or losses attributable to
shareholders include:

– i) realized gains and losses (on assets not
designated under fair value option or trading
assets) ii) change in impairment valuation
allowance, net of tax,

 


– related impact on policyholder participation
net of tax (Life business),

– DAC and VBI amortization or other
reactivity to those elements if any
(Life business).

The Statement of Income referred here-after
and presented page 17 of the current
document is based on an underlying basis.

Life & Savings Margin Analysis

Life & Savings margin analysis is presented on
an underlying basis.

Even though the presentation of Margin Analysis
is not the same as the Statement of Income
(underlying basis), it is based on the same
GAAP measures as used to prepare the
Statement on Income in accordance with IFRS.
As a result, the operating income under Margin
Analysis is equal to that reported in AXA’s
Statement of Income for the segment.

There are certain material differences between
the detailed line-by-line presentation in the
Statement of Income and the components of
Margin Analysis as set out below.

– For insurance contracts and investment
contracts with DPF:

(i) Gross premiums (net of deposits),
fees and other revenues are allocated
in the Margin Analysis based on the
nature of the revenue between “Fees and
Revenues” and “Net Technical Margin”.

(ii) Policyholders’ interest in participating
contracts is reflected as a change in
insurance benefits in the Statement of
Income. In the Margin Analysis, it is
allocated to the related margin, that is,
primarily, the “Investment Margin” and the
“Net Technical Margin”.

(iii) The “Investment margin” represents the
net investment result in the Statement of
Income and is adjusted to take into
account the related policyholders’
participation (see above) as well as
changes in specific reserves linked to
invested assets returns and to exclude the
fees on (or contractual charges included
in) contracts with a financial risk borne by

 

policyholders, which are included in “Fees
and Revenues”.

(iv) Change in URR (Unearned Revenue
Reserve
– capitalization net of
amortization) is presented in the line
“Change in unearned premiums net of
unearned revenues and fees” in the
underlying Statement of Income, whereas
it is located in the line “Fees & Revenues”
in the Margin analysis.

 

– For investment contracts without DPF:

(i) Deposit accounting is applied. As a
consequence, fees and charges related to
these contracts are presented in the
underlying Statement of Income within
Gross consolidated revenues on a
separate line, and in Margin analysis in the
lines “Fees & Revenues” and “Net
Technical margin”.

(ii) Change in UFR (Unearned Fees Reserve
capitalization net of amortization) is
presented in the line “Change in
unearned premiums net of unearned
revenues & fees” in the underlying
Statement of Income, whereas it is located
in the line “Fees & Revenues” in the
Margin analysis.

 

Underlying Investment margin includes the
following items:

(i) Net investment income.

(ii) Interests and bonuses credited to
policyholders and unallocated policyholder
bonuses (and the change in specific reserves
purely linked to invested assets returns)
related to the net investment income.

 

Underlying Fees & Revenues include:

(i) revenues derived from mutual fund sales
(which are part of consolidated revenues),

(ii) loading charged to policyholders on
premiums / deposits and fees on funds
under management for separate accounts
(unit-linked) business,

(iii) loading on (or contractual charges included
in) premiums / deposits received on all non
unit-linked product lines,

(iv) deferral income such as capitalization
net of amortization of URR (Unearned
Revenue Reserve) and UFR (Unearned
Fees Reserve),


(v) other fee revenues, e.g., fees received on
financial planning, sales of third party
products.

 

Underlying Net Technical result includes the
following components:

(i) Mortality/morbidity margin: The amount
charged to the policyholder in respect of
mortality/morbidity for the related period less
benefits and claims. It is equal to the
difference between income for assuming risk
and the actual cost of benefits, including
changes in valuation assumptions and
additional reserves for mortality risk. This
margin does not include the claims handling
costs and change in claims handling cost
reserves.

(ii) Surrender margin: The difference between
the benefit reserve and the surrender value
paid to the policyholder in the event of early
contract termination.

(iii) Policyholder bonuses if the policyholder
participates in the risk margin.

(iv) Other changes in insurance reserves and
economic hedging strategy impacts related
to insurance contracts valuated according to
the “selective unlocking” accounting policy
allowing liability adjustment so as to better
reflect the current interest rates for these
contracts.

(v) Ceded reinsurance result.

 

Underlying Expenses are:

(i) Acquisition expenses, including
commissions and general expenses
allocated to new business, related to
insurance products as well as to other
activities (e.g., mutual fund sales).

(ii) Capitalization of acquisition expenses linked
to new business: Deferred Acquisition Costs
(DAC) and net rights to future management
fees only for investment contracts without
DPF.

(iii) Amortization of acquisition expenses on
current year and prior years new business,
including the impact of interest capitalized:
amortization charge for Deferred Acquisition
Costs (DAC) and net rights to future
management fees only for investment
contracts without DPF.

(iv) Administrative expenses.

(v) Claims handling costs.

 

(vi) Policyholder bonuses if the policyholder
participates in the expenses of the company.

Underlying VBI amortization includes VBI
(Value of Purchased Life Business In-force)
amortization related to underlying margins, as
well as amortization of other intangibles related
to the in-force business.

Underlying Operating earnings before tax

correspond to the income derived from
operations, before tax, minority interest, and
goodwill and other related intangible impact.

Life & Savings cost income Ratio

(i) Underlying cost income ratio: Expenses as
defined above / “underlying” operating
margin, where:

– Expenses are total expenses, excluding
expenses related to mutual fund business
net of Participating Benefits, excluding
deferral and amortization of Deferred
Acquisition Costs (DAC) and net rights to
future management fees and excluding
amortization of Value of purchased Life
Business In-force (VBI).

– “Underlying” operating margin is the sum
of (i) Underlying Investment margin;

(ii) Underlying Fees and revenues excluding
the change in deferral income, and

(iii) Underlying Net technical Margin (all
items defined above).

Property & Casualty (including
AXA Corporate Solutions
Assurance)

Underlying net investment result includes the
net investment income less the recurring interest
credited to insurance annuity reserves.

Underlying net technical result is the sum of
the following components:

(i) earned premiums, gross of reinsurance,

(ii) claims charges, gross of reinsurance,

(iii) change in claims reserves, including claims
handling costs reserves, gross of
reinsurance, less the recurring interest
credited to insurance annuity reserves,

(iv) claims handling costs,

(v) net result of ceded reinsurance.


Expense ratio is the ratio of:

(i) expenses (excluding claims handling costs
but including non recurring expenses), to

(ii) earned revenues, gross of reinsurance.

Expenses include two components: expenses
(including commissions) related to acquisition of
contracts (with the related acquisition ratio) and
all other expenses (with the related
administrative expense ratio).

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 excluding the recurring interest credited
to the insurance annuity reserves], to

(ii) earned revenues, gross of reinsurance.

 

All accidents year 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
excluding the recurring interest credited to
the insurance annuity reserves] to,

(ii) earned revenues, gross of reinsurance.

The combined ratio is the sum of (i) the
expense ratio and (ii) the loss ratio (all accident
years).

AXA RE
Covers are specific reinsurance treaties, bought
to protect all or a portion of the company’s
portfolio against major losses. If such losses do
not occur over the insured period, a profit
commission (or “no-claim bonus”) is paid to the
ceding company. In general, the cost of a cover
is accrued (or by extension “earned”) ratably
over the treaty period.

 

Major losses are defined as any event whose
ultimate cost, gross of reinsurance and
reinstatement premiums, is greater than
$30 million.

Net technical margin includes:

(i) earned premiums, net of reinsurance
(cession / retrocession and covers),

(ii) claims charge all accident years, net of
reinsurance, including major losses,

(iii) commissions (fixed commissions, sliding
scale commissions as well as profit
commissions), (a) paid to the ceding
companies and (b) received from the
reinsurance companies,

(iv) claims handling costs.

 

Net attritional margin on current accident year
includes the following elements:

(i) earned premiums, net of cession /
retrocession (reinsurance ceded excluding
covers),

(ii) current year claims charge (excluding major
losses), net of cession / retrocession,

(iii) commissions (fixed commissions, sliding
scale commissions and profit commissions),

(a) paid to the ceding companies and

(b) received from the reinsurance companies,
excluding commissions related to covers,

(iv) claims handling costs.

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.

Underlying Cost Income Ratio: general
expenses excluding distribution fees / total
revenues excluding distribution fees.



CONSOLIDATED
BALANCE SHEET

Assets

              (in Euro million)  
Notes     December 31,
2006
  December 31, 2005 Restated   December 31, 2004 Restated  
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 fee 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.
 

Liabilities

              (in Euro million)  
Notes     December 31,
2006
  December 31, 2005 Restated   December 31, 2004 Restated  
  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   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 repository 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.
 

Liabilities

              (in Euro million)  
Notes     December 31,
2006
  December 31,
2005
Restated
  December 31,
2004
Restated
 
  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  

CONSOLIDATED
STATEMENT OF INCOME

Consolidated statement of income

        (in Euro million, except EPS in euros)  
Notes     December 31,
2006
  December 31, 2005 Restated   December 31, 2004 Restated  
  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 debts 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 with no 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.
(g) 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.
(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.
 

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 debts 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)  

            (in Euro million) (a)  
    December 31,
2006
  December 31, 2005 Restated   December 31, 2004 Restated  
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 (b) (l)   (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 a “Cash and cash equivalents” item instead of a financial asset item. The reclassification of this cash 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” in 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 equivalents   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.
 

CONSOLIDATED
STATEMENT OF SHAREHOLDERS’ EQUITY

                    Attributable  
            Share Capital          
    Number of shares (in thousands)   Nominal value
(euros)
  Share
Capital
  Capital
in excess
of nominal
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.

 

                (in Euro million, except for number of shares and nominal value)  
to shareholders                       Minority  
                Other reserves               interests  
    Reserves relating to the change in FV of financial instruments available for sale   Reserves
relating to
the change in
FV of hedge
accounting
derivatives (cash
flow hedge)
  Reserves
relating to
revaluation
of tangible
assets
  Others (a)   Translation
reserve
  Undistributed profits and other reserves   Shareholders’
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  

                        Attributable  
            Share Capital              
    Number of shares (in thousands)   Nominal value
(euros)
  Share
Capital
  Capital
in excess
of nominal
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 acquisition 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.
 

            (in Euro million, except for number of shares and nominal value)  
to shareholders                           Minority  
                Other reserves               interests  
    Reserves relating to the change in FV of financial instruments available for sale   Reserves
relating to
the change in
FV of hedge
accounting
derivatives (cash
flow hedge)
  Reserves
relating to
revaluation
of tangible
assets
  Others (a)   Translation
reserve
  Undistributed profits and other reserves   Shareholders'
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  

                        Attributable  
            Share Capital              
    Number of shares (in thousands)   Nominal value
(euros)
  Share
Capital
  Capital
in excess
of nominal
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 acquisition 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.
 

            (in Euro million, except for number of shares and nominal value)  
to shareholders                           Minority  
                Other reserves               interests  
    Reserves relating to the change in FV of financial instruments available for sale   Reserves
relating to
the change in
FV of hedge
accounting
derivatives (cash
flow hedge)
  Reserves
relating to
revaluation
of tangible
assets
  Others (a)   Translation
reserve
  Undistributed profits and other reserves   Shareholders'
Equity Group
share
     
    4,213   45     2,889     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  

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 IFRSs and IFRIC
interpretations1 that were definitive and effective
at December 31, 2006, as adopted by the
European Union before the balance sheet date.
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, 20062

The Group elected for early adoption in 2004
and 2005 of the amendment to IAS 39 –
Financial instruments: recognition and
measurement
relating to the fair value option,

(1) International Financial Reporting Interpretations Committee.
(2) Not all of these standards have yet been adopted by the European Union.


and the amendment to IAS 19 – Employee
benefits
relating 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 to IAS 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.

IFRS 8 – Operating segments, published
in November 2006 and applicable from
January 1, 2009, replaces IAS 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.

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
by IFRS 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.

 

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 based 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).

Goodwill
Of 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 interests 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.

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.

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 calculations 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 softwares
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.

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
bookvalue 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.

 

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 mismatch, 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 whose
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 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 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 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.

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.

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.


For 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 the AXA 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 reserves represent
the prorated portion of written premiums
that relates to unexpired risks at the balance
sheet date.

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 FRS27, 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 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 losses 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 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.

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 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 losses arising 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 costs are
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 granted
after 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 plans are
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 Shareplan issued 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.

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 of premiums written by 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 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).

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”.


Note 2: Scope of consolidation

2.1. Consolidated Companies

2.1.1. Main fully consolidated companies

        December 31, 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  
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  
Morocco                      
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  
GREA Insurance       100.00   99.99   100.00   99.99  
PPP Group Plc       100.00   99.99   100.00   99.99  
PPP Healthcare Ltd       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 Japan       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  
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  

        December 31, 2006 December 31, 2005
Life & Savings and Property & Casualty   Change in scope   Voting
rights
  Ownership
interest
  Voting
rights
  Ownership
interest
 
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  

 

International Insurance       December 31, 2006 December 31, 2005
(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  

 

Asset Management       December 31, 2006 December 31, 2005
(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) Incluant Framlington.                      

 

        December 31, 2006 December 31, 2005
Other Financial Services   Change in scope   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  
Holdings 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      

 

        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      

        December 31, 2006 December31, 2005
Life & Savings and Property & Casualty   Change in scope   Voting
rights
  Ownership
interest
  Voting
rights
  Ownership
interest
 
United Kingdom                      
Winterthur (UK) Finance   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      

 

International Insurance       December 31, 2006 December 31, 2005
(entities having worldwide activities)   Change in scope   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      

 

Asset Management       December 31, 2006 December 31, 2005
(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      

 

        December 31, 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 were
Citadel (Canada), MLC Hong-Kong and
MLC Indonesia. In 2005, the UK’s Framlington
Group Limited
was acquired by AXA Investment
Managers and Seguro Directo was acquired in
Portugal.

The main removals from the scope in 2006
arose from the sale of Parfimmo in Belgium and
AXA RE’s activities to 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 at 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).

2.1.2. Proportionately consolidated companies

                       
        December 31, 2006 December 31, 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

                       
        December 31, 2006 December 31, 2005
Life & Savings and Property & Casualty   Change in scope   Voting
rights
  Ownership
interest
  Ownership
interest
  Voting
rights
 
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.


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.


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.

The Asset Management Segment’s products
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.

The Other Financial Services Segment’s
products 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 document, “Insurance” covers the
three insurance segments: Life & Savings,
Property & Casualty and International Insurance.
The term “Financial Services” includes both the
Asset Management segment and the Other
Financial Services segment.


3.1. Segmental balance sheet

3.1.1. Assets

                        (in Euro million)  
SEGMENTAL ASSETS   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.

 

                            (in Euro million)  
OF WHICH WINTERTHUR   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  

                        (in Euro million)  
SEGMENTAL ASSETS   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.
     

 

                          (in Euro million)  
SEGMENTAL ASSETS   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.
     

3.1.2. Liabilities

                        (in Euro million)  
SEGMENTAL LIABILITIES   December 31, 2006  
EXCLUDING SHAREHOLDERS’ EQUITY   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 liabiities arising from insurance contracts and investment contracts where the financial risk is borne by policyholders.  

 

                        (in Euro million)  
SEGMENTAL LIABILITIES   December 31, 2005  
EXCLUDING SHAREHOLDERS’ EQUITY   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 liabiities 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.
 

                            (in Euro million)  
SEGMENTAL LIABILITIES   December 31, 2004  
EXCLUDING SHAREHOLDERS’ EQUITY   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 liabiities 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.
 

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  

                            (in Euro 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.
 

                            (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.  

Note 4:

Financial and insurance risk management

All of the following sections form an integral part
of the Group financial statements. They appear
in the “Risk Factors” and “Investment Strategy
and capital resources” sections of this
document as follows:

4.1. Risk Management
organization

Please refer to pages 144 to 145, “Risk factors”
section.

4.2. Market risks
(excluding sensitivity
analysis)

Please refer to pages 146 to 156, “Risk factors”
section.

 

4.3. Controlling exposure
and insurance risk

Please refer to pages 157 to 161, “Risk factors”
section.

4.4. Credit risk

Please refer to pages 162 to 163, “Risk factors”
section, except for the breakdown of CDSs by
underlying bond rating on page 163.

4.5. Liquidity and capital
resources

Please refer to pages 137 to 142, “Liquidity and
capital resources” section (except for the
“Solvency Margin” paragraph on page 141).


Note 5: Goodwill

5.1. Goodwill

An analysis of goodwill is presented in the table below:

                                (in Euro million)  
    Gross value December 31, 2006   Accumulated impairment December 31, 2006   Net value December 31, 2006   Gross value
December 31,
2005 (a)
  Accumulated impairment December 31, 2005   Net value December 31, 2005   Gross value December 31, 2004   Accumulated impairment December 31, 2005   Net value
December 31, 2005
 
Winterthur
Framlington
  2,762
87
 
  2,762
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 and Savings   7,935   64   7,871   6,736   70   6,666   6,354     6,354  
Property and 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 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 (a)
  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 and Savings   6,736   1,653     (1)   (457)   5   7,935  
Property and Casualty   2,090   1,518   (1)     5   20   3,632  
International Insurance   20         (0)   (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.
 

                        (in Euro million)  
    Gross value
January 1,
2005 (a)
  Acquisitions during
the period
  Disposals during
the period
  Goodwill
adjustments
  Currency
translation
adjustment
  Other
changes (b)
  Gross value
December 31,
2005 (a)
 
Framlington     142       (0)     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 and Savings   6,354     (152)   3   531   (0)   6,736  
Property and 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.
 

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 to GW
created on
acquisitions
during
the period
  Write back of
impairment
of GW sold
during
the period
  Accumulated
impairment
losses
transferred
out relating
to goodwill
transferred in
the “held for
sale” 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 and Savings   70           (6)     64  
Property and Casualty   35               35  
International Insurance   5             7   12  
Asset Management                  
Others                  

                            (in Euro million)  
    Gross value January 1, 2005   Increase in
impairment
during
the period
  Increase in
impairment
relating to GW
created on
acquisitions
during
the period
  Write back of
impairment
of GW sold
during
the period
  Accumulated
impairment
losses
transferred
out relating
to goodwill
transferred in
the “held for
sale” category
  Currency
translation
adjustment
  Other
changes
  Gross value December 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 and Savings               70   70  
Property and Casualty   35               35  
International Insurance   5               5  
Asset Management                  
Others                  

 

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 Credit 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 Euro, sterling, Australian and US
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 or 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 US Property & Casualty business held for sale (see below in this note).
 
 

 

Acquired assets and liabilities were previously
valued using US 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 of
its intention to sell Winterthur’s Property &
Casualty operations in the United States
(see below).

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 US 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 US 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 US
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 US 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.

 

 

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 subsidiary

AXA 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
table on page 299).

 

   
UNITED STATES PROPERTY AND CASUALTY  
(in Euro million)  
Goodwill

133

Deferred acquisition costs and equivalent 89
Intangible assets 264
Investments 1,866
Other assets 766
Expenses relating to business disposal

(17)

TOTAL ASSETS 3,101
Liabilities outward of policyholders 1,660
Provisions for risks and charges 47
Other 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 US Property
& Casualty subsidiary.

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 of MLC Hong Kong and
MLC 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


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.

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.

At December 31, 2006, this goodwill had a net
value of €385 million.

Minority interest 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 €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. 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
January 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 US 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 a 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.

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 and 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.


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   (0)  
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 (a)   (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.


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.


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) (d)   Rights to future management fees (b)   Life & Savings Deferred Acquisition Costs(a) (d)   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.
 

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)  
    December 31, 2006   December 31, 2005   December 31, 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)  
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.
 

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 assets incorporels   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  

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 during the period   Purchase decreases following adjustments   Amortization and impairment write back following disposal   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.


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                    
Investments property   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)     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 and Savings   348,961   344,364   59.09%                          
Property and 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.
 

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                    
Investments in real estate property   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)     198   198   1.97%   (11)   (11)    
Invested financial assets   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 and Savings   272,271   268,885   58.56%                          
Property and 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.
 

                            (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                    
Investments in real estate property   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)     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   0.0%  
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 and Savings   243,464   240,741   61.06%                          
Property and 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.
 

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 of
impair-
ment
and
amorti-
zation)
  Impair-
ment
  Accumu-
lated
impair
ment
  Carrying
value
  Fair
value
  Gross
value
(gross of
impair-
ment
and
amort-
ization)
  Impair-
ment
  Accumu-
lated
impair-
ment
  Carrying
value
  Fair
value
  Gross
value
(gross of
impair-
ment
and
amorti-
zation)
  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.
 

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  
    Amortized
cost (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 controlled 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  
    Amortized
cost (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 controlled 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      
    Amortized cost (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 controlled 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.


                              (in Euro million)  
December 31, 2005   December 31, 2004  
Amortized cost (a)   Fair value   Net book
value (b)
  Unrealized
gains
  Unrealized
losses
  Amortized cost (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  
Amortized cost (a)   Fair value   Net book
value (b)
  Unrealized
gains
  Unrealized
losses
  Amortized cost (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    
Amortized cost (a)   Fair value   Net book
value (b)
  Unrealized
gains
  Unrealized
losses
  Amortized cost (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  

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 bond 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”.


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 billion euro)  
    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 through 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.  

                (in billion euro)  
    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 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 at fair value through profit and loss.
(b) Recognized at fair value through profit and loss.
 

 

                (in billion euro)  
    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 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 at fair value through profit and loss.
(b) Recognized at fair value through profit and loss.
 

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   Consumer   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: Equities held directly   20,264   6,755   4,224  
Equities held by controlled investment funds (a)   2,324   385   347  
Total Equities as at December 31, 2006   22,588   7,140   4,571  
(a) Recognized at fair value through profit and loss.              

 

    Finance   Consumer   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: Equities held directly   13,417   6,585   3,359  
Equities held by controlled investment funds (a)   3,871   691   352  
Total Equities as at December 31, 2005   17,288   7,276   3,710  
(a) Recognized at fair value through profit and loss.              

 

    Finance   Consumer   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: Equities held directly   10,983   5,919   2,350  
Equities held by controlled investment funds (a)   2,631   709   271  
Total Equities 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.


                            (in Euro million)
    Communications   Industrial   Utilities   Basic
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   Utilities   Basic
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   Utilities   Basic
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

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.


                                              (in Euro million)
    December31, 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)
  Net book
cost
  Fair
value (a)
  Amortized
cost
  Fair
value (a)
  Amortized
cost
    1,045   847   3
73
  1   1,048
772
  848     780
539
  704   4   3   784
539
  707
    699                            
            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    

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.
 

                                  (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

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 recovery in value   Other (a)   December 31,
2006
 
Impairment - fixed maturities   126
3,210
  79   (39)   (1)   (28)   138  
Impairment – equity securities     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 recovery in 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 recovery in 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.  

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 an active market   Fair value
estimated
using
technical
valuation
  TOTAL   Fair value determined directly by reference to an active market   Fair value
estimated
using
technical
valuation
  TOTAL   Fair value determined directly by reference to an active 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   200,224   10,220   210,444   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 ASSETS
ACCOUNTED FOR
AT FAIR VALUE
  494,415   60,984   555,399   402,533   37,381   439,914   345,316   32,393   377,709  

9.10. Investments backing contracts where
the financial risk is borne by policyholders

            (in Euro million)  
    December 31, 2006   Fair value (a)
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 (Management of financial
and insurance risks), the financial risk
associated with these contracts is borne by
policyholders, except in certain contracts that
offer income guarantees.


Note 10: Investments in associates
(equity method)

10.1. Change in investments in associates

                    (in Euro million)  
    2006  
    January 1st,   Acquisitions &
disposals
  Contribution
to net income
  Currency translation impact   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 1st,   Acquisitions &
disposals
  Contribution
to net income
  Currency translation impact   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.  

                (in Euro million)  
    2004  
    January 1st,   Acquisitions &
disposals
  Contribution
to net income
  Currency translation impact   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 Hong Kong (€–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 Life and 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.


Note 11 : Receivables

                                (in Euro million)  
    December 31, 2006   December 31, 2005     December 31, 2004    
    Gross
value
  Impair-
ment
  Carrying
value
  Fair
value
  Gross
value
  Impair-
ment
  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  
Receivable 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 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
(Management of financial and insurance risks).

 

Given the Group’s scale and diversity, none of
its clients account for more than 10% of its
business.

 


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.


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.
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 note 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 of
the perpetual debt
in currency

of issuance
 

Value of
the perpetual
debt 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 – 1.000 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 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 contained 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 million 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.


At December 31, 2005, perpetual debt
recognized in shareholders’ equity broke down
as follows:

 

 

    December 31, 2005  
    Value of
the perpetual debt
in currency

of issuance
  Value of
the perpetual
debt 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    
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 totalled €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) totalling €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) totalling €1,396 million (including a
€252 million increase in nominal share
capital);

 

– Other capital increases arising from exercise
of stock options totalling €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 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 of
the perpetual debt
in currency

of issuance 
  Value of
the perpetual
debt 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 totalled €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
totalled €–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 totalled
€–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).


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.


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 UK
(€–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 – Debt (other
than financing debt). The same is true for
puttable instruments held by minority interest
holders.

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).


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 fee 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.


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 FRS27 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.


                                (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   (0)   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 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.


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 FRS27 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.

 

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.


                (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  

 

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 at 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).

 

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).


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 benefit reserves (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 Malaysia: €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).


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)  
    December 31, 2006   Carrying value
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).
 

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 US 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.

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”.


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:                                              
Amount (a)   2,408   1,684   1,118   (12)   619   1,481   2,241   2,043   2,010   1,375   na  
Percentages (a)   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 US 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.
 

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.


                (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 Assurance US, AXA RE P&C Insurance Company and AXA RE P&C Reinsurance were transferred from AXA RE to the “other international activities”. The reserves of AXA Corporate Solution Assurance US 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.
 

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 Insurance US 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 US 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 issues.

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 fibres.
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-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)  
    December 31, 2006
  December 31, 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   223   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 in respect of commutations) / Reserves at the end of the year.  

        (in Euro million)  
    December 31, 2006
  December 31, 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.  

 

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
€10 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 Profits 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.

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.


                (in Euro million)  
    2006  
EXPECTED PAYMENTS BY PERIODS   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.

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.

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   December31, 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      
Discounted reserves – locked-in discount rate (a)   2,172   4.16%   2,082   3.57%   1,468   4.50%  
Discounted reserves – unlocked discount rate   753   2.13%   844   2.17%   845   2.31%  
Undiscounted reserves   54,938       44,942       41,568      
Sub-total – Property & Casualty and International Insurance   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.  

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.

 


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 futures
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. 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 these risks through asset-
liability management programs including interest
rate floors to protect against a decline in interest
rates.


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 on provisions relating to employee
benefits
can 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 exchance fluctuations   (9)         (5)   (14)  
Carrying value – December, 31   104   217   39     1,010   1,370  
(a) In the case where provisions are discounted.                          

                (in Euro million)  
    2005  
    Restructuring
provisions
  Lawsuits
contingency
provisions
  Liability
warranty
provisions
  Contingent liabilities relating to business combinations   Other provisions for risks and charges   TOTAL   2004
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
provisions
totaled €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 provisions totaled €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 provisions totaled
€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 charges totaled
€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 Kindom, €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.


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.
 

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
Closed-Block Mony 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

                (in Euro 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   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
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   Total  
    12 months
or less
  More than 1 year
up to 5 years
  More than
5 years
  carrying
value
 
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   Total  
    12 months
or less
  More than 1 year
up to 5 years
  More than
5 years
(a)
  carrying
value
 
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   Total  
    12 months
or less
  More than 1 year
up to 5 years
  More than
5 years
(a)
  carrying
value
 
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.
 

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.


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%, experation 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        

            (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.

– 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
(OTHER THAN FINANCING DEBT)
(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.              

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 to
an active
market
  Fair value
estimated
using
valuation
technique
  Total   Fair value
determined
directly by
reference to
an active
market
  Fair value
estimated
using
valuation
technique
  Total   Fair value
determined
directly by
reference to
an active
market
  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
 
Deposits 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  
Deposits 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  

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 contractualmaturity   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).  

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 Deelply 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
savings 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.


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 payable tax 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)
    December 31, 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.

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)    
Policyhoder 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)  

                (in Euro million)  
    2005  
    Opening   Movements through
profit & loss
  Movements
through OCI
  Forex impact   Change in scope and other 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)    
Policyhoder 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:

        2006      
    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:

        2006      
    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  

 

                        (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  

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
NB: 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.


                                    (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    
    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)  

19.2. Hedge accounting derivatives

Hedging derivative instruments broke down as follows:

                                    (in Euro million)  
    December31, 2006  
    Derivative instruments
used in fair value
hedging relationship
  Derivative instruments
used in a cash flow
hedging relationship
  Derivative instruments used in hedge of net investment in a foreign operation   Macro hedges and other
derivative
instruments
not qualifying
under 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  
NB: This table includes all derivatives (assets and liabilities), i.e hedging, macrohedging and other, asset and liability positions.  

                                (in Euro million)  
    December31, 2005  
    Derivative instruments
used in fair value
hedging relationship
  Derivative instruments
used in a cash flow
hedging relationship
  Derivative instruments used in hedge of net investment in a foreign operation   Macro hedges and other
derivative
instruments
not qualifying
under 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  
NB : This table includes all derivatives (assets and liabilities), i.e hedging, macrohedging and other, asset and liability positions.  

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).

a. Swaps
Swap contracts are 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-earning 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 US 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.

b. Options
The options portfolio consists mainly of caps
and floors. Interest rate caps and floors are
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 US
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
Futures are contracts that obligate settlement at
a specified price at a specified future date and
can be either exchange or non-exchange
traded. Forwards are 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.

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 US 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 within the
meaning of IAS 39.

Additionally, AXA’s US insurance operations use
forwards and futures for the dynamic risks
management program associated with the
guaranteed minimum benefits on unit-linked
retirement 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 invested 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”.


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 hedge accounting(b)
  Impact of
other derivative
instruments (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 tradings   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 tradings   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 tradings   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 and loss   378       378  
Loans held for tradings          
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 risks 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.
 

                        (in Euro million)  
    December 31, 2006  
    Banking and other activities   TOTAL  
    Net value
excluding
effect of
hedging
value (a)
  Impact of
derivative
instruments
subject to hedge
accounting(b)
  Impact of
other derivative
instruments (c)
  Net value
including
effect
of
derivatives (d)
  Net value
excluding
effect of
hedging
value (a)
  Impact of
derivative

instruments
subject to hedge

accounting(b)
  Impact of
other derivative
instruments (c)
  Net value including effect of derivatives (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  
                   

            Insurance      
    Net value
excluding
effect of
hedging
value (a)
  Impact of
derivative
instruments subject to hedge accounting(b)
  Impact of
other derivative
instruments (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 tradings   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 tradings   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 tradings   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 and loss   125       125  
Loans held for tradings          
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 risks 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.
 

                        (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 hedge
accounting(b)
  Impact of
other derivative
instruments (c)
  Net value
including
effect
of
derivatives (d)
  Net value
excluding
effect of
hedging
value (a)
  Impact of
derivative

instruments
subject to hedge

accounting(b)
  Impact of
other derivative
instruments (c)
  Net value including effect of derivatives (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  
                   

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
  Impact of derivative instruments subject to hedge accounting   Impact of other derivative 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  
Liabilities arising from investment contracts with discretionary participating features (a)   32,599       32,599  
Liabilities 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).  

19.4.2. Other financial liabilities

    December 31, 2006  
    Value before
effect of
derivative
instruments
  Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effect of derivatives  
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 showin 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.
 

                        (in Euro million)  
December 31, 2005   December 31, 2004  
Net carrying
value excluding
effect of
hedging value
  Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effect of derivatives   Net carrying
value excluding
effect of
hedging value
  Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effect of derivatives  
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                    

 

                        (in Euro million)  
December 31, 2005   December 31, 2004  
Value before
effect of
derivative
instruments
  Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effect of derivatives   Value before
effect of
derivative
instruments
  Impact of derivative instruments subject to hedge accounting   Impact of other derivative instruments   Value including effect of derivatives  
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            

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 IAS39.
(b) Including speculative derivatives, if any, relating to financing debt and other financial liabilities.
     

            (in Euro million)  
December 31, 2005
Total   Fair value
determined directly

by reference to an
active market
  Fair value
estimated using
valuation
technique
  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    

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  

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 arising from investment contracts (b)   Gross
written
premiums
  Liabilities arising from insurance contracts (b)   Liabilities arising from investment contracts (b)   Gross
written
premiums
  Liabilities arising from insurance contracts (b)   Liabilities arising from investment contracts (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 million at end 2005.


20.2.2. Property & Casualty
                        (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
 
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  

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 damage   1,132   1,273   1,302   2,288   3,172   2,810  
Motor, Marine, 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, Marine, 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  

                    (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, Marine, 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  

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 at fair 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.
 

                (in Euro million)  
    December 31, 2005  
    Net investment
income
  Net realized investment gains and losses   Change in fair value of financial instruments at fair value through profit & loss   Change in financial 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).
 

            (in Euro million)  
    December 31, 2004  
    Net investment
income
  Net realized investment gains and losses   Change in fair value of financial instruments at fair value through profit & loss   Change in financial 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).
 

Net investment revenues are 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 losses include
post-disposal releases of valuation allowances
for impairment.

The change in fair value of investments at fair
value through profit & loss
consists mainly of
adjustments relating to investments backing
contracts where the financial risk is borne by
policyholders.

 

The change in financial instruments
impairment
includes 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.


Note 22: Net result of reinsurance ceded

                    (in Euro million)  
    December 31, 2006  
    Life & Savings   Property &
Casualty
  International
Insurance
  Intersegment
eliminations
  TOTAL  
Premiums ceded and reinsurer’s share in claims paid   (929)   (1,043)   (1,965)   158   (3,779)  
Claims ceded (included 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
  Intersegment
eliminations
  TOTAL  
Premiums ceded and reinsurer’s share in claims paid   (944)   (986)   (1,122)   146   (2,907)  
Claims ceded (included 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
  Intersegment
eliminations
  TOTAL  
Premiums ceded and reinsurer’s share in claims paid   (820)   (998)   (1,172)   209   (2,782)  
Claims ceded (included 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.


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).


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.
 

                        (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  
            1,413   (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  

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%  

 

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 available 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.
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 plan assets, beginning of the year   2,697   2,265   2,195        
Actual return on plan 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)  

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:

 

                    (in Euro 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)   (0)      
Expected return on separate assets   (172)   (189)   (18)   (0)      
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 policyhold
er benefit and gross of deferred tax. It represents the actuarial gains or losses recorded as aprovision 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
(€ –736 million at the end of 2005).


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)    

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 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)  

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 US 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.

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  

 

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  

Information on options granted after
November 7, 2002 is shown in the table below:

 


POST 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   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   Exercisable  
    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  

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:


    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 US 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 US
holding company’s AXA ADR stock option
plans:

 


AXA ADR STOCK OPTION PLANS   Options (in million)   Weighted price (in US $)  
    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  

No AXA ADR options were granted in 2006. The
0.7 million options shown in the “granted” line in
the table above corresponds to the adjustment

 

made to offset the dilution due to the capital
increase done to finance the acquisition of
Winterthur.


    Outstanding options   Exercisable options  
    Number
(in million)
  Exercise price
(in US $)
  Number
(in million)
  Exercise price
(in US $)
 
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 AXA ADR STOCK OPTION PLANS   Options (in million)   Weighted price (in US $)  
    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
(in million)
  Exercise price
(in US $)
  Number
(in million)
  Exercise price
(in US $)
 
Price range                  
$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 US Treasury bond
curve for the appropriate maturity.
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 US $)   5.65   4.44  

 

From 2005 on, there are no more AXA ADR
grants. US employees now receive AXA SA
stock options.

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%.


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.

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.

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:

– the acquisition of MLC Indonesia and
MLC Hong Kong (444 employees) 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.


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 rights. 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.


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 NUMBER
OF SHARES
  D   2,032   1,991   1,969  
NET INCOME (b)   E   5,199   4,428   3,899  
FULLY DILUTED NET INCOME
PER 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.
 

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 économique (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
Group companies (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.

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 subsidiaries 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.


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.

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).


28.2. Breakdown of commitments given

                    (in Euro million)  
    December 31, 2006   December 31, 2005
TOTAL
  December 31, 2004
TOTAL
 
    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      
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).


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),
a financial guarantee given by the
German holding companies to a real-estate
company (€115 million) 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 to West
LBank to hedge a dollar-denominated
reinsurance liability (€69 million).

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).


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, US 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 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.

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 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 date 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
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.


Note 29: Subsequent events

On January 4, 2007, AXA reached an agreement
with QBE Insurance Group for the sale
of Winterthur’s US operations for
US$1,156 million (€920 million taking into
account hedges put in place by AXA for this
transaction at 1 Euro = 1.26 US$). In addition,
Winterthur US will repay US$636 million of
which US$79 million have been repaid in
Q4 2006 (€506 million taking into account
hedges put in place by AXA for this transaction
at 1 Euro = 1.26 US$) of inter-company loans
to Winterthur Group. This transaction follows
AXA’s decision to put Winterthur US operations
under strategic review, as initially announced
on June 14, 2006. The transaction is subject
to necessary regulatory approvals and is
expected to close during the second quarter
of 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. 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 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.

On January 12, 2007, AXA UK announced
that it has reached agreement with insurance
brokers Stuart Alexander and Layton
Blackham
to 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.


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 is subject to the
satisfaction or waiver of certain conditions
including regulatory approval. 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.

In connection with AllianceBernstein’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 C. 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%.

On March 16, 2007, AXA reached an agreement
with Kyobo Life 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 was subject to local regulatory
approvals.

On March 19, 2007, AXA Holdings Belgium SA
reached an agreement with ELLA Holdings Ltd
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 was subject to
required regulatory approvals.

On March 23, 2007, AXA and BMPS reached 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.


PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex

 

Mazars & Guérard
Exaltis - 61, rue Henri Régnault
92075 Paris-La Défense Cedex

Report of Satutory Auditors on the consolidated financial statements

(for the year ended December 31, 2006)

To the Shareholders of
AXA S.A.
25, avenue Matignon
75008 PARIS

This is a free translation into English of the
statutory auditors’ report issued in the French
language and is provided solely for the
convenience of English-speaking readers. The
statutory auditors’ report includes information
specifically required by French law in all audit
reports, whether qualified or not, which is
presented below in the opinion on the
consolidated financial statements. This
information includes an explanatory paragraph
discussing the auditors’ assessments of certain
significant accounting and auditing matters.
These assessments were considered for the
purpose of issuing an audit opinion on the
consolidated financial statements taken as a
whole, and not to provide separate assurance on
individual account captions or information taken
outside of the consolidated financial statements.

This report, together with the statutory auditors’
report addressing financial and accounting
information in the President’s report on internal
control, should be read in conjunction with, and
construed in accordance with, French law and
professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to
us by the shareholders, we have audited the
accompanying consolidated financial
statements of AXA SA for the year ended
December 31, 2006.

The consolidated financial statements are the
responsibility of the Management Board. Our
role is to express an opinion on these financial
statements based on our audit.

 

I. Opinion on the consolidated financial
statements
We conducted our audit in accordance with the
professional standards applicable in France;
those standards require that we plan and
perform the audit to obtain reasonable
assurance that the consolidated financial
statements are free of material misstatement.
An audit includes examining, on a test basis,
evidence supporting the amounts and
disclosures in the consolidated financial
statements. An audit also includes assessing
the accounting principles used and significant
estimates made by the management as well as
evaluating the overall consolidated financial
statement presentation. We believe that our
audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial
statements for fiscal year 2006 give a true and
fair view of the assets, liabilities, financial
position and results of the consolidated group of
persons and entities in accordance with the
IFRSs adopted by the European Union and
applicable to its member states.

II. Justification of our assessments
In accordance with the requirements of Article
L.823-9 of the French Commercial Code relating to
the justification of our assessments, we would like
to bring the following matters to your attention:

– Perpetual notes are now accounted for in
accordance with the methods described in
note 1.11.2 of the notes to the consolidated
financial statements. Pursuant to IAS 8,
comparative information relative to fiscal years
2004 and 2005, presented in the consolidated
financial statements, has been restated to


take into consideration, retrospectively, the
application of these new methods.
We have examined the rationale behind the
classification used, as well as the
restatements applied to the consolidated
financial statements for fiscal years 2004 and
2005, as well as the information provided on
this subject in note 16 of the notes to the
consolidated financial statements.

– During the fiscal year just ended, your
Company acquired Winterthur (note 5 of the
notes) and initially allocated the related
acquisition cost by applying the method
described in IFRS 3 on business combinations
(notes 1.3.2 and 5.3 of the notes to the
consolidated financial statements). In
connection with the Winterthur acquisition, we
reviewed the methods used to identify and
measure the value of assets, liabilities and
contingent liabilities accounted for at the date
of acquisition, as well as the method used to
determine the amount of goodwill on this date.

– Certain consolidated balance sheet items that
are specific to insurance and reinsurance
business are estimated on the basis of
statistical and actuarial data, such as actuarial
reserves, deferred acquisition costs and their
amortization, and the value of business in
force. The methods and assumptions used to
calculate the carrying values of these items
are described in notes 1.6.2, 1.6.4 et 1.12 of
the notes to the consolidated financial
statements.
We have assessed the reasonableness of the
assumptions used to calculate these values,
particularly with respect to the Group’s
experience and its regulatory and economic
environments. We also assessed the overall
consistency of these assumptions.

– The carrying values of purchase goodwill are
tested at each closing for recoverability using
the methods described in note 1.6.1 to the
consolidated financial statements.
We have assessed whether the valuation
approaches used rely on assumptions that are

 

consistent with the forecasts that emerge from
the strategic plans established by the AXA
Group.

– Deferred tax assets and liabilities are recorded
and measured using the methods described in
note 1.15.1 of the notes to the consolidated
financial statements.
We have verified that the valuation methods
used take into account the nature of tax
differences, business plans established by the
Group and, when accounting policies permit,
its intentions.

– Financial assets are recognized and measured
using the methods described in note 1.7.2 to
the consolidated financial statements.
We have assessed whether the measurement
methods and classifications used are
consistent with the principles adopted by the
AXA Group.

– Derivatives and hedging activities are
recognized in accordance with the methods
and procedures described in note 1.9 to the
consolidated financial statements.
We have assessed whether the hedging
activities recognized in this manner have been
duly documented, and whether this
documentation includes an explanation of the
hedging relationship, its efficiency and the
Group’s objective in terms of risk management
and hedging strategy.

The assessments were made in the context of
our audit of the consolidated financial
statements, taken as a whole, and therefore
contributed to the formation of our opinion
expressed in the first part of this report.

III. Specific verification
We have also verified, in accordance with
professional standards applicable in France, the
information given in the Management Board’s
annual report on Group operations. We have no
matter to report with regard to its fair
presentation and conformity with the
consolidated financial statements.

Neuilly-sur-Seine and Courbevoie, April 10, 2007

The Statutory Auditors

PricewaterhouseCoopers Audit
Yves Nicolas – Eric Dupont

 

Mazars & Guérard
Patrick de Cambourg – Jean-Claude Pauly


MANAGEMENT
BOARD’S REPORT

ORDINARY PART

OF THE SHAREHOLDERS’ MEETING

Parent company
financial statements

Net income

Net income for the year ended December 31, 2006
was €1,433 million, compared with €1,137 million
for the year ended December 31, 2005.

Dividends received from subsidiaries

amounted to €1,581 million, an increase of
€161 million from the previous year.

Dividends received from European companies
stand to €1,280 million and represent an overall
decrease of €24 million compared to 2005.
Main contributors are AXA France Assurance
for €674 million, AXA Holdings Belgium for
€299 million, AXA UK for €114 million, and
Southern European companies for €116 million.

In December 2005, AXA France Assurance paid
an exceptional interim dividend of €236 million.
This negative change is offset by dividends from
Belgium which increased by €153 million and
those from AXA UK by €106 million, reflecting
the growth in their statutory net income.

Dividends from insurance companies outside
Europe came to a total of €109 million, up
€36 million, mainly due to a €13 million
dividend paid by the Morroco subsidiary
AXA-ONA, and a €10 million increase in the
dividend paid by AXA Asia Pacific Holding.

The income received from financial subsidiaries
rose by €149 million to €192 million, mainly due
to €121 million from Compagnie Financière de
Paris, since improved ratio of “Grands Risques”

 

during 2006 made this exceptional dividend
payment possible.

Net financial expenses, including interest
expense net of income from loans and
investments, totaled €334 million, compared to
€182 million in 2005.

Financial income fell by €67 million to
€301 million:

– Income from swaps dropped by €121 million
on the back of the following factors:

• €30 million due to additional expenses
related to the implementation during 2006 of
additional hedges of net foreign-currency
investments, notably in dollars,

• €31 million premiums paid during 2006 due
to the restructuring of interest-rate swaps,

•a non recurring income of €57 million
received from the unwinding in 2005 of
interest-rate swaps relating to €500 million
of perpetual subordinated debt securities,
following the Company’s decision to exercise
its early redemption option,

– Income from receivables declined by
€28 million following repayment of loans,
particularly those granted to AXA Financial.

– Conversely, other interests income rose by
€82 million mainly due to €106 million
financial income on proceeds from Winterthur
financing between the date of issuance (rights
issue and TSS), and the closing date of
December 22, 2006.

Financial charges increased by €83 million to
€634 million, including €77 million related to the
perpetual deeply subordinated notes issued in
2006 in connection with the financing of the
Winterthur acquisition.


Operating charges dropped by €7 million to
€190 million owing primarily to the end of the
amortization of deferred acquisition costs
incurred in 2000 on the buyout of minorities in
AXA Financial and AXA UK.

The net gain on capital operations came to
€421 million, versus a net loss of €530 million
in the previous year. This steep increase was
mainly the result of:

– Foreign-exchange gains of €242 million versus
€33 million in 2005, following the renewal of
net foreign-currency investment hedges,
notably in US dollars, which matured during the
year and in respect of which AXA SA benefited
from a more favorable exchange rate,

– The release of €286 million in provisions for
exchange-rate risk primarily as a result of
appreciation in the euro against the US dollar,
compared with a €226 million allowance
during the previous year.
Indeed, in the Group’s consolidated financial
statements, hedge accounting is applied to net
investments in subsidiaries, such that
exchange rate movements have no impact on
Group results. On the other hand, at parent
company level, investments in subsidiaries are
booked at historical cost in euros. Therefore
unrealized foreign exchange losses on debts
and currency swaps must be provisioned in full.

– Out of €89 million impairment allowances,
compared to €15 million in 2005, €74 million
reflected impairment in the value of
Compagnie Financière de Paris shares given
the exceptional dividend paid out in 2006.

– Capital gains, net of provision release,
amounted to €38 million, mainly due to the
gain on the sale of Financière Miro securities
(formerly held in Albingia’s portfolio) and
capital gains on its own shares under the
liquidity agreement.

– Allowances to provisions for contingent
liabilities totaled €104 million, compared to
€108 million in 2005. This figure mainly
consisted of annual provisions for redemption
premiums payable on bonds convertible into
AXA shares, which totaled €89 million,

– Finally, the 2005 financial statements reflected
a €236 million loss linked to the cancellation
of bonds exchangeable into AXA shares
issued by Finaxa in 1998 and repurchased by
the Company at the end of 2005.

 

The provision for income tax amounted to
€46 million, compared with an income tax
benefit of €623 million in 2005.
In 2006, depreciation in the US dollar and the
yen against the euro gave rise to a tax liability
on unrealized gains on foreign currency debt
amounting to €1,163 million compared with a
tax deduction of €1,064 million in 2005, which
was marked by depreciation in the euro.
Accordingly, income tax expense increased by
€766 million.

In addition, a release of provisions covering the
risk of tax repayments to subsidiaries belonging
to the fiscal group was set aside in an amount of
€110 million to reflect the effects of AXA RE’s
disposal on its future taxable income.

Balance sheet
At December 31, 2006, total assets were
€51,707 million, versus €41,521 million at
December 31, 2005.

Assets
Intangible fixed assets totaled €322 million.
This amount mainly included the AXA brand
contributed by FINAXA as part of the merger in
2005. The brand is valued at €307 million based
on brand royalties billed to Group subsidiaries
and to the Mutuelles AXA.

Investments in subsidiaries net of valuation
allowances, totaled €46,756 million, versus
€37,428 million at end-2005, representing an
increase of over €9 billion.

– AXA finalized the acquisition of Winterthur
shares for €7,870 million or CHF12.3 billion on
December 22, 2006,

– the shareholding in Vinci raised by €967 million
following two capital increases, enabling the
Group to develop Matignon Finance, an intra-
group financing and treasury company,

– following the buyout offer for minority interests
in its German subsidiary AXA Konzern
launched on January 9, AXA SA acquired
1,273,841 shares for €171 million,

– AXA Life Europe, a company intended to write
unit-linked insurance contracts with
guaranteed minimum benefits in several
european countries via its various branches,
received a capital injection of €132 million.


Receivables from subsidiaries amounted to
€3,046 million, up €563 million from
€2,483 million at end-2005, €745 million of which
derived from the recovery of loans initially granted
by the Crédit Suisse Group to Winterthur’s
subsidiaries, offset in part by the repayment of a
€115 million loan granted to AXA Konzern.

Loans, totaled €510 million which represent the
short term advance granted for €498 million to
GIE AXA Trésorerie.

The tax receivables showed at end-2005 the
surplus tax payments in view of the group’s tax
loss position. At the end of 2006, AXA has a tax
liability of €98 million.

Miscellaneous receivables totaled €333 million
at December 31, 2006, mainly €136 million of
financial receivables and €189 million relating to
current tax accounts of companies belonging to
tax consolidation group.

Cash instruments, which amounted to
€60 million, represented the premiums paid
upon implementation of currency options for
protecting the 2007 foreign currency earnings of
the main subsidiaries of AXA SA. It must be
noted that €15 million premiums received were
recognized under liabilities.

Liabilities
Shareholders’ equity, before 2006 net income
and after payment of dividends in respect of the
prior year was €30,727 million. This represents
an increase of €4,302 million, which was due to:

– the July 2006 of €4,091 million capital
increase, net of issuance costs, used for the
financing of Winterthur acquisition,

– the €516 million increase in shareholders’
equity, including €375 million through the
issue of shares to employees of the Group
(Shareplan), €131 million from the exercise of
subscription options and €10 million from the
exercise of warrants and conversion of bonds.

– and the cancellation of €305 million
(€11.3 million AXA shares) acquired through
the share purchase program to control dilution
resulting from share-based compensations
and employees Shareplan program.

 

Other shareholders’ equity included deeply
subordinated notes and amounted to
€4,824 million to be compared to €892 million in
2005. The increase of €3,932 million reflected the
perpetual deeply subordinated notes successively
issued to finance the acquisition of Winterthur.

Provisions for contingent liabilities were
€817 million. The amount consisted principally
of provisions for the redemption of premiums on
convertible bonds, €421 million, for exchange-
rate risks €82 million, and for the possible
repayment of tax savings attributable to tax
consolidation €266 million.

Subordinated debt amounted to €7,976 million,
down €238 million from €8,214 million in 2005,
as a result of exchange rate effects, mainly US
dollar-related.

Financial debt increased by €2,506 million to
€4,974 million.

– Borrowings from credit institutions increased
by €1,462 million, €1,350 million of which
derived from year-end issues of commercial
paper, primarily related to the closing of the
Winterthur acquisition and future
restructurings envisaged,

– debts due to Group entities increased by
€761 million to €1,952 million primarily as a
result of new loans granted by AXA Life Japan,
€510 million, and AXA Re Finance,
€344 million, and repayments made to
AXA France Iard and AXA France Vie by
€150 million,

– €290 million in borrowings and financial debt
due to payments made by financial institutions
affiliated with the Company under collateral
agreements. These margin calls are intended
to mitigate the counterparty risk and
represents the value of derivative instruments
at the balance sheet date.

The €98 million in operating payables
represented the outstanding income tax liability
at December 31, 2006.

Other payables totaled 193 million and
mainly
included €113 million of accrued
expenses, plus €54 million of remaining capital
to be called up on AXA Italia SPA.


Unrealized foreign exchange gains were
€663 million in 2006, compared to €461 million
at December 31, 2005. This item reflects
positive impacts derived from the revaluation of
denominated foreign currency assets and
liabilities at the balance sheet exchange rate.
This item recorded an increase on the previous
year owing primarily to the appreciation in the
euro against the US dollar.

 

In accordance with the foregoing, the
Management Board recommends the payment
of a dividend of €1.06 for each of the
2,092,888,314 ordinary shares with dividend
rights at January 1, 2006, payable as of May 21,
2007.

This dividend will give rise as of January 1, 2007
to a 40% tax credit for individuals whose fiscal
residence is in France equal to €0.424 per
share.

In accordance with the law, there are no
distributable income subject to the shareholders
approval, other than the dividend mentioned
above, eligible or not eligible with the allowance
of 40% mentioned in the 2° of the 3 of article
158 of the Code général des impôts.

If, when the dividend is paid, the Company
owns some of its own shares, the corresponding
dividend will be allocated to retained earnings.

 
Appropriation of earnings
The amount available for the appropriation of
earnings stands at €2,963,203,072:
– net income for the year €1,432,561,750
– allocation to retained earnings €1,530,641,322
   
The Management Board proposes that this
amount be appropriated as follows:
– dividend €2,218,461,613
– allocation to the legal reserve €46,138,302
– allocation to retained earnings €698,603,157

BALANCE SHEET

Assets               (in euro millions)  
    December 31, 2006   Net carrying   Net carrying  
    Gross carrying value   Amortizations
and provisions
  Net carrying value   value as at December 31, 2005   value as at December 31, 2004  
FIXED ASSETS                      
INTANGIBLE ASSETS   322     322   324    
TANGIBLE ASSETS                      
Land         2   1  
Buildings and other fixed assets   3   1   2   7   2  
FINANCIAL ASSETS                      
Investments in subsidiaries   47,255   499   46,756   37,428   37,476  
Receivables from subsidiaries   3,056   10   3,046   2,483   3,034  
Other financial assets   233   5   228   106   16  
Loans   530   20   510   13   32  
I   51,400   536   50,864   40,363   40,560  
CURRENT ASSETS                      
OPERATING RECEIVABLES                      
Tax receivables   3     3   274   60  
Receivables and subsidiaries’ current accounts   336   3   333   427   409  
Securities           3  
Cash instruments   60     60   6   36  
Cash and cash equivalents   317     317   320   1,005  
Prepaid expenses   8     8   6   7  
II   725   3   722   1,033   1,520  
PREPAYMENTS AND ACCRUED INCOME                      
Deferred charges   236   179   57   36   55  
Bond redemption premiums   4     4   4   4  
Unrealized foreign exchange losses   60     60   85   165  
TOTAL ASSETS   52,424   717   51,707   41,521   42,304  

Liabilities               (in euro millions)  
    As at december 31,
2006
  As at december 31,
2005
  As at december 31,
2004
 
SHAREHOLDERS’ EQUITY                    
CAPITA L                    
Ordinary shares   4,793     4,286     4,370    
CAPITAL IN EXCESS OF NOMINAL VALUE                    
Issue premiums   17,030     13,235     14,461    
Merger and contribution premiums   1,058     1,058     887    
RESERVES                    
Legal reserve   433     433     407    
Specific reserves for long term capital gains   2,016     2,016     2,216    
Other reserves   3,866     3,866     3,671    
Retained earnings   1,531     2,029     2,487    
Net income for the financial year   1,433     1,137     519    
  I 32,159     28,060     29,018    
OTHER SHAREHOLDERS’ EQUITY                    
Perpetual subordinated notes   4,824     892     628    
  II 4,824     892     628    
PROVISIONS FOR CONTINGENT LIABILITIES III 817     1,139     987    
LIABILITIES                    
SUBORDINATED DEBT   7,976     8,214     8,503    
FINANCIAL DEBTS   4,974     2,468     2,101    
OPERATING PAYABLES                    
Tax payables   98     1        
Social payables   1     1     1    
OTHER PAYABLES                    
Debts on fixed assets   54     54     54    
Other   114     229     247    
Cash instruments   15         15    
Deferred income   10     2     3    
  IV 13,242     10,969     10,925    
PREPAYMENTS AND ACCRUED EXPENSE                    
Unrealized foreign exchange gains   663     461     746    
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   51,707     41,521     42,304    

INCOME STATEMENT

                (in euro millions)  
        2006   2005   2004  
I. RESULT ON ORDINARY ACTIVITIES                    
FINANCIAL & OPERATING REVENUES                  
Dividends received from subsidiaries       1,581   1,420   970  
Revenues on short-term investments       301   369   379  
Releases and expense transfers         1    
Other revenues       7   7   7  
    I   1,889   1,796   1,356  
OPERATING EXPENSES                  
External expenses and other expenses       (180)   (178)   (131)  
Tax expenses       (1)   (1)   (1)  
Payroll and compensation       (6)   (6)   (6)  
Interest expense       (635)   (551)   (558)  
Allowances : for depreciation of buildings and deferred charges       (10)   (19)   (33)  
    II   (832)   (755)   (729)  
OPERATING PROFIT   (III = I + II)   1,057   1,041   627  
CONTRIBUTION ON COMMON OPERATIONS   IV       1  
FINANCIAL OPERATIONS ON SECURITIES                  
Net income on sales of short-term securities         2    
Charges nettes sur cessions            
Investment result on securities   V     2    
PROFIT ON ORDINARY ACTIVITIES BEFORE TAX   (VI = III + IV + V)   1,057   1,043   628  
II. RESULT ON CAPITAL OPERATIONS                  
Proceeds from the sale of fixed assets       115   16   12,025  
Releases of provisions for contingent liabilities       2   21   15  
Releases of equity shares provisions       66   36   42  
Foreign exchange result       533   (220)   (50)  
Net book value on the sale of fixed assets       (102)   (29)   (12,038)  
Allowances to provisions for contingent liabilities       (104)   (108)   (89)  
Allowances to equity shares provisions       (89)   (15)   (49)  
Exceptional result         (230)   5  
    VII   421   (529)   (139)  
INCOME TAX BENEFIT / EXPENSE   VIII   (45)   623   30  
III. NET INCOME FOR THE FINANCIAL YEAR   VI + VII + VIII   1,433   1,137   519  

STATEMENT OF CASH – FLOWS

            (in euro millions)  
    From 01/01/2006
to 12/31/2006
  From 01/01/2005
to 12/31/2005
  From 01/01/2004
to 12/31/2004
 
CASH INFLOWS              
Profit on ordinary activities before tax   1,057   1,043   627  
Loss due to cancellation of bonds     236    
Result on capital operations before tax   421   (530)   (138)  
Income tax expense/benefit   (46)   623   30  
Changes in reserves and amortization   (288)   146   161  
Cash flow for the year   1,144   1,518   680  
Increases in shareholders’ equity   4,605   356   266  
New borrowings   7,074   1,075   1,051  
Sale or decrease in fixed assets
– Tangible fixed assets
– Financial assets
 
8
1,934
 
3
2,373
 

1,487
 
TOTAL CASH INFLOWS   14,765   5,325   3,484  
CASH OUTFLOWS              
Dividends paid out during the year   1,635   1,164   676  
Repayments of financial debts & loans   835   1,033   666  
Purchase of fixed assets
– Tangible fixed assets
– Financial assets
 

12,447
 
3
1,768
 

2,912
 
Reduction of capital   305   1,794    
TOTAL CASH OUTFLOWS   15,222   5,762   4,254  
CHANGE IN WORKING CAPITAL   (457)   (436)   (770)  
Short-term equivalents              
Change in:
– operating receivables

– operating payables
– cash and cash equivalents
  (307)
(79)
(71)
  216
72

(724)
  108
(70)
(808)
 
TOTAL   (457)   (436)   (770)  

SUBSIDIARIES AND PARTICIPATING INTERESTS

(paragraphs 247 and 295 of executive order on trading
companies)

    Share
capital
1
  Other shareholders’ equity 2   Percentage of capital held 3   Gross Book Value of securities held 4      
A. DETAILED INFORMATION CONCERNING SUBSIDIARIES AND
INVESTMENTS ACCOUNTING FOR IN EXCESS OF 1%
OF AXA’S SHAREHOLDERS’ EQUITY
                     
1) Subsidiaries (at least 50%-owned)                      
CIE FINANCIERE DE PARIS 137, rue Victor Hugo - 92687 LEVALLOIS-PERRET   9   37   100.00%   184      
AXA GLOBAL RISKS 140, Frenchurch Street EC3M 6BL LONDON   110   (69)   100.00%   109      
AXA ASSISTANCE 12 bis, boulevard des Frères Voisins - 92130 ISSY-LES-MOULINEAUX   42   15   100.00%   48      
AXA CANADA (b) 2020 rue University - MONTREAL - QUEBEC H 3A 2A5   268   302   100.00%   104      
AXA LIFE EUROPE Wolfe Tone Street - DUBLIN - IRLANDE   1   131   100.00%   132      
AXA EQUITY AND LAW PLC 107 cheapside EC2V 6DU LONDON   2   1,551   99.96%   1,133      
AXA OYAK HOLDING AS Meclisi Mebusan caddasi n 81 Oyak hann - Salipazari 80200 - ISTANBUL   97   3   50.00%   64      
AXA PARTICIPATION 2 23, avenue Matignon - 75008 PARIS   3   497   100.00%   455      
AXA France ASSURANCE 26, rue Drouot - 75009 PARIS   378   4,095   100.00%   3,415      
AXA JAPAN HOLDING COMPANY LIMITED 1-17-3 Shirokane, Minato-ku, 108 - 8020 TOKYO   1,383   1,222   97.59%   3,629      
VINCI B.V. Graadt van Roggenweg 500 - Postbus 30800 3503 AP UTRECHT - PAYS-BAS   1,439   2,180   100.00%   3,878      
AXA GENERAL INSURANCE HONG KONG 30th F, Hong Kong Telecom Tower, Taikoo Place,
979 King’s Road QUARRY BAY - HONG KONG
  16   28   100.00%   65      
LOR PATRIMOINE 23, avenue Matignon - 75008 PARIS   53     99.99%   53      
AXA RE PARIS (b) 39, rue du Colisée - 75008 PARIS   444   242   100.00%   984      
MOFIPAR 23, avenue Matignon - 75008 PARIS   13   49   100.00%   77      
AXA UK PLC (b) 107 Cheapside LONDON EC2V 6DU   1,543   3,146   78.31%   4,556      
AXA AURORA Plaza de Federico Moyua n°4, 48009 BILBAO   260   126   100.00%   565      
OUDINOT PARTICIPATIONS 39, rue du Colisée - 75008 PARIS   9,150   3,657   100.00%   12,299      
AXA ITALIA SPA 15, Via Léopardi - 20123 MILANO   624   44   98.24%   715      
AXA LIFE HONG KONG 151 Gloucester Road - Wan Chai - HONG KONG   6   1   100.00%   90      
(a) For Insurance companies: gross written premiums.
For real estate companies: rental revenues.
For holding companies: dividends. For financial services companies: gross banking revenues.
(b) Consolidated data.
     

                            (in euro millions)  
    Net Book Value of securities held 5   Loans and cash
advances given
by the company
still outstanding
6
  Guarantees and
commitments
given by the company 7
  Last closing
revenues
available (a)
8
  Last closing result available 9   Dividends
received
10
  Closing date and
other observations
11
 
                               
                               
    60   20     4   32   121   Dec. 31, 2006  
    54         13     Dec. 31, 2006  
    48   13     702   22   6   Dec. 31, 2006  
    104       1,066   123     Dec. 31, 2006  
    132     40         Dec. 31, 2006  
    1,133       24   24     Dec. 31, 2006  
    64           5   Dec. 31, 2006  
    455       25   27   32   Dec. 31, 2006  
    3,415   300     861   857   674   Dec. 31, 2006  
    3,629     304     (2)     Sept. 30, 2006  
    3,878       43   36   30   Dec. 31, 2006  
    65       73   10   8   Dec. 31, 2006  
    53             Dec. 31, 2006  
    984   150       96     Dec. 31, 2006  
    52         (8)   2   Dec. 31, 2006  
    4,556     721   8,438   437   114   Dec. 31, 2006  
    565     9   103   86   47   Dec. 31, 2006  
    12,299             Dec. 31, 2006  
    715       66   64   57   Dec. 31, 2006  
    7             Dec. 31, 2006  

    Share
capital
1
  Other shareholders’ equity 2   Percentage of capital held 3   Gross Book Value of securities held 4  
AXA ONA 120, avenue Hassan II - CASABLANCA 21000   417   13   51.00%   229  
AXA Portugal COMPANHIA DE SEGUROS Rua Gonçalo Sampaio n°39 - 4002-001 PORTO   37   43   83.01%   72  
SAINT-GEORGES RE 9, avenue de Messine - 75008 Paris   10   5   99.99%   81  
AXA HOLDINGS BELGIUM 25 boulevard du Souverain - 1170 BRUXELLES   453   1,427   84.30%   3,885  
AXA TECHNOLOGY SERVICES Tour Charras 20 ter, rue de Bezon - 92400 COURBEVOIE   25   1   99.78%   73  
WINTERTHUR (c) General Guisan - Str. 40 CH - 8401 WINTERTHUR   162   5,228   100.00%   7,870  
AXA INVESTMENT MANAGERS Cœur Défense - Tour B - La Défense 4 - 100 Esplanade du Général de Gaulle
92932 PARIS LA DÉFENSE
  49   604   51.85%   216  
2) Participating interests (10 to 50%-owned)                  
AXA KONZERN AG Colonia - Allée 10 - 20 51067 KÖLN   80   132   31.48%   885  
AXA ASIA PACIFIC HOLDING (b) 447 Collins Street MELBOURNE Victoria 3000   604   1,032   43.50%   541  
SUB-TOTAL A               46,407  
B. GENERAL INFORMATION ABOUT OTHER UNITS AND
PARTICIPATING INTERESTS
                 
1) Subsidiaries not shown in section A                  
a) French subsidiaries (total) b) Foreign subsidiaries (total)               146
39
 
2) Participating interests not shown in section A                  
a) in French companies (total) b) in foreign companies (total)               60
208
 
TOTAL A+B               46,860  
(a) For Insurance companies: gross written premiums.
For real estate companies: rental revenues.
For holding companies: dividends. For financial services companies: gross banking revenues.
(b) Consolidated data.
 

                            (in euro millions)  
    Net Book Value of securities held 5   Loans and cash
advances given
by the company
still outstanding
6
  Guarantees and
commitments
given by the company 7
  Last closing
revenues
available (a)
8
  Last closing result available 9   Dividends
received
10
  Closing date and
other observations
11
 
    229       47   49   13   Dec. 31, 2006  
  72       384   22   12   Dec. 31, 2006      
    30       1   14   18   Dec. 31, 2006  
    3,885       379   366   299   Dec. 31, 2006  
    25     272     1   4   Dec. 31, 2006  
    7,870       13,707   883     Dec. 31, 2006  
    216       52   108   26   Dec. 31, 2006  
                               
    885   235     253   184   16   Dec. 31, 2006  
    541   638       373   68   Dec. 31, 2006  
    46,021   1,356   1,346   26,228   3,817   1,552      
                               
                               
    107
  3               6      
    35       16           3      
                               
    46
151
  1
73
              11
3
     
    46,360   1,433   1,362           1,575      

FINANCIAL RESULTS
OVER THE PAST FIVE YEARS

                (in euro millions)  
    01/01/2002
12/31/2002
  01/01/2003
12/31/2003
  01/01/2004
12/31/2004
  01/01/2005
12/31/2005
  01/01/2006
12/31/2006
 
1 - CLOSING BALANCE SHEET SUMMARY                      
a) Ordinary shares (nominal value)   4,035   4,072   4,370   4,286   4,793  
b) Ordinary shares (numbers in million)   1,762   1,778   1,908   1,872   2,093  
c) Bonds mandatorily convertible into ordinary shares
(numbers in million)
  16   126   16   16   16  
2 - INCOME STATEMENT SUMMARY                      
a) Gross revenues before sales tax   1,980   1,474   1,349   1,788   1,882  
b) Pre-tax income from continuing operations, before depreciation,
amortization and changes in reserves
  1,223   846   660   1,061   1,067  
c) Total pre-tax income, including capital gains and losses
before depreciation, amortization and changes in reserves
  1,222   934   603   598   1,613  
d) Income tax expense / benefit   (134)   (32)   30   623   (46)  
e) Net after-tax income after depreciation, amortization and
changes in reserves
  1,066   863   519   1,137   1,433  
f) Net dividend distribution   599   676   1,164   1,647   2,218  
3 - PER SHARE DATA                      
a) After tax income, before depreciation, amortization and
changes in reserves
  0.62   0.51   0.33   0.65   0.75  
b) After tax income, after depreciation, amortization and
changes in reserves
  0.61   0.49   0.27   0.61   0.68  
c) Net dividend per share   0.34   0.38   0.61   0.88   1.06 (a)  
4 - PERSONNEL                      
a) Number of employees            
b) Payroll expenditures            
c) Employer contribution to employee benefits and social charges            
(a) Dividend of 1,06 per share proposed to the shareholders meeting on May 14, 2007, based on 2,092,888,314 outstanding shares.  

LIFE AND SAVINGS

EUROPEAN EMBEDDED VALUE PLUS
OTHER BUSINESS TANGIBLE NET
ASSET VALUE

        Euro million - Group share  
    ANAV   VIF   EEV  
Opening Life & Savings EEV at 12/31/05   13,568   15,921   29,489  
Market calibration adjustments     608   608  
Other Modeling changes and opening adjustments   (368)   805   437  
Adjusted opening Life & Savings EEV   13,200   17,334   30,534  
Total Return on Life & Savings EEV   2,316   3,747   6,063  
Capital Flows   (1,162)     (1,162)  
Exchange rate movements impact   (421)   (960)   (1,381)  
Life & Savings EEV of Winterthur   1,588   2,546   4,134  
Life & Savings EEV of other acquired business   41   161   202  
Closing Life & Savings EEV at 12/31/06   15,562   22,828   38,390  
OPERATING RETURN ON LIFE & SAVINGS EEV           12%  
TOTAL RETURN ON LIFE & SAVINGS EEV           20%  
Change   15%   43%   30%  
Change at constant FX   18%   49%   35%  
Change at constant FX and scope   6%   32%   20%  

 

        Euro million, except when otherwise noted Group share  
    2005   2006   2006
Change
  Change at
constant FX
  Change at constant FX & scope  
Annual Premium Equivalent (APE)   5,476   6,234   14%   15%   15%  
Present Value of Expected Premiums (PVEP)   50,375   57,994   15%   16%   16%  
New Business Value (NBV)   1,138   1,501   32%   34%   34%  
NBV/APE   20.8%   24.1%   + 3.3 pts   + 3.5 pts   + 3.5 pts  
NBV/PVEP   2.3%   2.6%   + 0.3 pt   + 0.4 pt   + 0.3 pt  
Constant scope eliminates the impact of acquisitions/divestitures in 2005 and 2006.  

 

AXA publishes EEV only for its life and 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
can not be distributed while the business is
in force.

 

“Life & Savings New Business Value” (NBV)
measures the value of new business sold
during the year. It includes the VIF on
new business, and also the upfront costs
associated with acquiring new business
(often called “strain”). Therefore NBV combines
elements which increase VIF balances from
one year to the next and elements which
reduce the ANAV from one year to the next.
Life & Savings EEV does not include any value
for future sales.


“Life & Savings Annualized Premium Equivalent”
(APE) is a measure of new business volume
which includes sales of regular recurring
premium business at 100% but sales of single
premium business at only 10%. The “APE
Margin” is the ratio of NBV to APE.

“Life & Savings Present Value of Expected
Premium” (PVEP) is a measure of new business
volume which includes the present value of the
future premiums expected to be received over
time for business sold in the current year. The
“PVEP Margin” is the ratio of NBV to PVEP.

In addition to Life & Savings EEV, AXA
calculates a “Group EV” which adds to the

 

Life & Savings EEV the Tangible Net Asset Value
for other-than-life businesses.

The Group EV 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, nor does
it include any value for future profits from
existing business for other-than-life businesses
i.e. Property & Casualty, International Insurance,
Asset Management and Other Financial
Services.

The Group EV can be reconciled to Life &
Savings IFRS Shareholder’s equity as follows
(in euro million):

 

        Euro million, Group share  
        2006      
    Life & Savings   Other than
Life & Savings
  Total  
IFRS Shareholders’ equity at December 31, 2006   35,497   11,729   47,226  
Net URCG not included in Shareholders’ equity   576   1,359   1,935  
Excluded TSS/TSDI       (7,253)   (7,253)  
Mark to Market debt       616   616  
Excluded Intangibles   (18,013)   (8,589)   (26,602)  
UCG projected in PVFP & other Stat-GAAP adjustments   (2,497)       (2,497)  
Life & Savings Adjusted Net Asset Value (ANAV) and
Other Business Tangible Net Asset Value (TNAV)
  15,562   (2,138)   13,424  
Life & Savings VIF   22,828       22,828  
AXA Life & Savings EEV + Other business TNAV at December 31, 2006   38,390   (2,138)   36,252  

 

The Life & Savings ANAV is is derived by
aggregating the local regulatory (statutory)
balance sheets and reconciling with the
Life & Savings IFRS shareholders’ equity on the
following main adjustments:

– Addition of unrealized capital gains/losses not
included in Shareholders’ equity.

– Elimination of the value of intangibles.

– Subtraction of unrealized capital gains included
in the projection of future cash-flows (VIF).

– Adjustment for the differences between AXA’s
consolidated accounting basis and local
regulatory bases.

Adding the Life & Savings VIF to the Life &
Savings ANAV completes the Life & Savings EEV.

 

The Tangible Net Asset Value (“TNAV”) for other-
than-life business is reflecting the consolidated
IFRS shareholders’ equity adjusted for the
elimination of all intangible assets and all debt
(TSS/TSDI) that are treated as equity in IFRS.

The TNAV for other-than-life business is adjusted
also for any unrealized capital gains or losses not
already included in equity and the impact of the
mark to market of debt.

The Group EV equals the Life & Savings EEV plus
the Other Business TNAV.


Life & Savings EEV

The Life & Savings ANAV can be further
segmented into two pieces: 1) the Required
Capital which represents an amount consistent
with obtaining a AA rating at each operation, net

 

of implicit items that can support capital
requirements, and 2) the Free Surplus, which
represents the excess of ANAV over the
Required Capital.

 

    Euro million, Group share  
    2005   2006  
Required Capital   9,824   12,675  
Free Surplus   3,744   2,887  
Life & Savings Adjusted Net Asset Value (ANAV)   13,568   15,562  

 

The Life & Savings VIF calculation by its nature
involves many assumptions about the future.
For Life & Savings EEV, AXA has adopted a
“market-consistent” approach to setting asset
return assumptions. Each cash flow is
discounted at an appropriate discount factor, so
that starting with Euro 1 of bond or of equity,
projecting expected cash flows, and
discounting, will simply give you Euro 1 of
value. Mechanically, this can be described in a
short-cut as assuming that all assets will earn
the risk-free rate defined by the current market
in the future. However, cash flows are projected
not only in a single scenario, but rather a
stochastic set of scenarios is created, with
the set maintaining the market-consistent
condition that Euro 1 of any asset projected
into the future gives a present value of 1.
Future earnings available to shareholders are
assessed across this range of stochastic
scenarios, with the present value being
the Life & Savings VIF. Our major assumptions
include:

– Actuarial assumptions reflect best estimates
based on recent experience.

– No productivity gains in the future are
assumed, while inflation averaging 2.15% was
assumed in 2005 and 1.98% in 2006.

– Expenses are adjusted for non-recurring
expenses and one-time strategic spending.

 

– Some benefit from future mortality
improvement on Life business is included,
while annuity business does have an
allowance for the costs of longevity increasing
in all markets.

– Non-financial risks are provided for through
the cost of holding capital consistent with the
level to obtain a AA rating at each operation.

– A weighted average tax rate of 33.8% in 2005
and 33.4% in 2006.

As describe above, the Life & Savings VIF
valuation under AXA’s market-consistent
framework does not depend on assumed
future asset returns, but rather on the actual
risk-free yield curves observable in the market
on each valuation date. The Life & Savings VIF
valuation also depends on stochastic
projections of multiple scenarios, rather than a
single scenario. For comparison to traditional
Embedded Values and other techniques,
AXA performs a calculation that determines
the “Implied Risk Discount Rate” (IDR) which
would equate the cashflows from a single
scenario with “real world” economic assumption
to the Life & Savings VIF. The following
table summarizes the “real world” assumptions
for 2005 and 2006 used in determining
the IDRs:

 

FI Return   Equity Return   Cash Return   Real Estate Return  
2005   2006   2005   2006   2005   2006   2005   2006  
5.32%   5.49%   8.53%   7.83%   3.32%   3.07%   6.50%   6.27%  

Separate IDRs are calculated for the total
inforce portfolio at the end of the year and the
new business sold during the year:
  2005 IDR shown in this table are for AXA alone. 2006 IDR are for the VIF AXA including
Winterthur while for the NBV AXA excluding
Winterthur. The NBV risk discount rate for
Winterthur is 6.39%.
In addition to providing a comparison basis to
other valuation techniques, the VIF IDR for 2005
also provides an element of the movement
analysis between 2005 and 2006.
    VIF IDR
2005   2006
7.97%   7.08%
     
    NBV IDR
2005   2006
6.22%   6.32%

The following table presents an analysis of the movement of Life & Savings EEV between 2005 and 2006:

      Euro million - Group share  
      Life & Savings EEV  
Opening Life & Savings EEV at 12/31/05     29,489    
Market calibration adjustments     608    
Other Modeling changes and opening adjustments     437    
Adjusted opening Life & Savings EEV     30,534    
Operating performance from existing business:     2,252    
Expected return on VIF + Req Capital (Unwind of Implied RDR)     1,965    
Expected return on surplus     84    
Operational experience and assumption changes     204    
2006 New Business Value     1,501    
Operating Return on Life & Savings EEV     3,752    
Current year investment experience     2,311    
Change in investment assumptions        
Total Return on Life & Savings EEV     6,063    
Capital Flows     (1,162)    
Exchange rate movements impact     (1,381)    
Life & Savings EEV of Winterthur     4,134    
Life & Savings EEV of other acquired business     202    
Closing Life & Savings EEV at 12/31/06     38,390    

 

Market calibration adjustments is driven by
improved methodology reflecting risk-free rates
based on swaps rather than government bonds
and equity and interest rate volatilities more
closely linked to market conditions.

Underlying performance from existing
business
considers the movements in EEV
related to the business inforce at the beginning
of the year, excluding the investment impacts
that are shown below. The total operating
performance of €2,252 million is analyzed in
several components:

Expected return on VIF + Required Capital
(Unwind of IDR)
of €1,965 million is the
mechanical effect of rolling forward the beginning
of year VIF at the prior year Implied Risk Discount

 

Rate (the unwind calculation is based on IDR
multiplied by VIF + Required Capital).

Expected return on surplus of €84 million is
the expected after-tax profit on surplus assets
(using the illustrative real world investment
scenarios used to calculated IDR for the prior
year) in excess of those supporting the VIF.
The expected return is not large because
(i) AXA generally does not retain large free
surplus balances within its Life & Savings
operations and (ii) the expected return on
surplus is lower than the IDR.

Operational experience and assumption
changes
of €204 million is the impact of
actual versus expected experience and
changes in future assumptions for items like
mortality, expenses, lapse rates, etc.


2006 New Business Value reflects the strain
(first year loss) and VIF impacts described
above.

Underlying Return on Life & Savings EEV
of €3,752 million is the combination of the
New Business Value and the underlying
performance from existing business as just
outlined. It represents 12% of the Opening
Life & Savings EEV.

Current year investment experience of
€2,311 million includes 1) the variance in
experience during 2006 from that expected in
the illustrative real world investment scenario at
the end of 2005, and 2) the change in value
created by reflecting yearend 2006 yield curves
and investment conditions in the EEV rather
than those of yearend 2005.

Change in investment assumptions is zero.
This line would reflect changes to investment
assumptions such as volatilities and correlations
between asset classes, which are not directly
driven by investment market data observed at
yearend. For 2006 no such changes were made.

Total Return on Life & Savings EEV before
currency effects and capital flows of

 

€6,063 million combines the Underlying Return
with the Investment impacts. It represents 20%
of the Opening Life & Savings EEV.

Capital flows of €–1,162 million reflect net
transfers out of the Life segment in 2006.

Exchange rate movements impact of
€–1,381 million is predominantly due to the
strengthening of the Euro versus the US dollar.
This amount does not reflect the impact of
AXA’s foreign currency hedging program which
is in the Holdings segment.

Life & Savings EEV of Winterthur at the end of
2006 calculated consistently with AXA
methodology and segmentation amounted to
€4,134 million.

Life & Savings EEV of other acquired business
of €202 million was mainly related to the
acquisition of MLC in Hong Kong.

Closing Life & Savings EEV of €38,390 million
is the total value at the end of the year,
representing the prior year balance plus opening
adjustments, plus Total Return, plus capital
flows, plus EEV of acquired business and the
exchange rate impact.

The following table provides an analysis of movement of the Group EV between 2005 and 2006:

    Euro million - Group share  
    Life & Savings
EEV
  Other business
TNAV
  Total  
Group EV at 12/31/05   29,489   (1,923)   27,565  
Modeling changes and opening adjustments   1,045   180   1,224  
Adjusted opening Group EV   30,534   (1,744)   28,790  
Operating return   3,752   1,901 (a)   5,654  
Current year investment experience   2,311   71   2,382  
Total Return on Group EV   6,063   1,973   8,036  
Dividends paid – received   (1,472)   (137)   (1,609)  
Capital Flows   310   (915)   (605)  
Exchange rate movements impact   (1,381)   1,121   (259)  
Acquired business   4,336   (2,802)   1,534 (b)  
Other issued capital       366   366  
Group EV at 12/31/06   38,390   (2,138)   36,252  
Change   30%   – 11%   32%  
Change at constant FX and scope   20%   76%   27%  
Operating Return on Group EV           20%  
Total Return on Group EV           28%  
(a) Other Business operating return = underlying earnings (€1,685 million) + normative 4.5% capital growth on equity investments (€328 million) – Net interest charge on TSS&TSDI (€161 million) + other (€49 million).
(b) Of which €1,665 million from Winterthur Group EV.
 

The Other Business Tangible Net Asset Value’s
decrease of 11% (76% increase at constant FX
and scope) to €–2,138 million was due to the
elimination of intangibles, principally Winterthur
related, which more than offset the positive
contribution of the operating return and
exchange rates movements of other business.

The 20% operating return on Group EV was
driven by the very solid business performance
of the year in all business segments (Life &

 

Savings, Property & Casualty and Asset
Management). Group EV return, unlike Life &
Savings EEV return, benefits from debt leverage
as the debt is allocated to the Other Business
segment.

In addition, the favorable financial market
environment contributed to the Life & Savings
total return and by consequence to the 28%
total return on Group EV.

Life and Savings European Embedded Value and
NBV Sensitivities

The sensitivity of the Life & Savings EEV and NBV
to changes in major assumptions has been

 

calculated as follows for the 2006 values
(measured in Euro million, group share):

 

      (Euro million, Group share)  
LIFE & SAVINGS EEV SENSITIVITIES   Life & Savings
EEV Impact
  Life & Savings
NBV Impact
 
Estimated upward parallel shift of 100 bp in risk-free rates   (44)     164    
Estimated downward parallel shift of 100 bp in risk-free rates   (1,453)     (306)    
10% higher value of equity markets at start of projection   1,929     154    
10% lower value of equity markets at start of projection   (1,959)     (159)    
10% higher value of real estate at start of projection   549     15    
10% lower value of real estate at start of projection   (572)     (13)    
Overall 10% decrease in the lapse rates   1,261     175    
Overall and permanent decrease of 10% in expenses   1,238     123    
5% lower mortality rate for annuity business   (143)     (4)    
5% lower mortality rate for life business   579     57    
Upward parallel shift of 10% of the volatility on equity markets   (320)     (41)    
Upward parallel shift of 10% of the volatility on bonds   (163)     (20)    

 

An independent actuarial consultancy,
Tillinghast, was hired by AXA to perform
a review on the Life & Savings EEV,
and has issued the following statement
of opinion:

“Tillinghast has assisted AXA in developing the
methodology and reviewing the assumptions

 

used in the Life and Savings Embedded value
at December 31, 2006, and the 2006
new business value for the principal life
operations of the AXA Group. Our review
included the analysis of movement in embedded
value from December 31, 2005, and the
sensitivities shown above.


Tillinghast has concluded that the methodology
and assumptions comply with the EEV
Principles. In particular:

– The methodology makes allowance for the
aggregate risks in the covered business
through the market consistent methodology as
described in [Section V] of the Report, which
includes a stochastic allowance for the cost of
financial options and guarantees.

– The operating assumptions have been set with
appropriate regard to past, current and
expected future experience.

– The economic assumptions used are internally
consistent and consistent with observable
market data; and

– For participating business, the assumed
bonus rates, and the allocation of profit
between policyholders and shareholders, are
consistent with the projection assumptions,
established company practice and local
market practice.

 

The methodology and assumptions used also
comply with the EEV Guidance (noting the
disclosed exception concerning the treatment of
affiliated investment management companies,
where the value of their profits for managing
assets for the Life & Savings segment are not
included in the Life & Savings EEV).

Tillinghast has also performed limited high-level
checks on the results of the calculations and
has confirmed that any issues discovered do not
have a material impact on the disclosed
embedded values, new business values,
analysis of movement, and sensitivities.
Tillinghast has not, however, performed
detailed checks on the models and processes
involved.

In arriving at these conclusions, Tillinghast relied
on data and information provided by AXA.”


SALARIED EMPLOYEES

SALARIED EMPLOYEES (Full Time Equivalent)   As at December 31,
2004
  As at December 31,
2005
  As at January 1, 2006 (a)   As at December 31,
2006
 
Insurance   66,869   68,684   69,163   69,528  
– France (b)   16,124   15,503   15,503   15,310  
– United States   6,415   6,104   6,104   6,090  
– Japan   3,020   3,028   2,994   3,011  
– United Kingdom (d)   12,228   14,055   14,055   14,017  
– Germany   7,483   7,302   7,302   7,360  
– Belgium (including AXA Bank Belgium) (c)   4,814   4,787   4,787   4,606  
– Southern Europe   4,649   4,565   4,449   4,430  
– Other countries   6,526   7,624   8,618   8,757  
Of which Australia/New Zealand   2,210   2,274   2,344   2,530  
Of which Hong Kong   823   1,043   1,125   1,067  
Of which Canada   1,818   1,884   2,200   2,182  
Of which Netherlands   700   639   639   657  
Of which Turkey     606   606   573  
Of which Morocco   511   504   504   504  
Of which Luxembourg   161   166   166   170  
Of which Switzerland   197   194   194   201  
Of which Singapore   106   314   314   347  
Of which South East Asia       362   362  
Of which Central and Eastern Europe       164   164  
– International Insurance   5,610   5,716   5,351   5,947  
AXA RE   445   463      
AXA Corporate Solutions Assurance   1,167   1,159   1,159   1,171  
AXA Cessions   110   130   130   122  
AXA Assistance   3,560   3,639   3,639   4,239  
Other transnational activities   328   325   423   415  
Asset management   6,258   6,760   6,760   7,577  
– AllianceBernstein   4,118   4,330   4,330   4,932  
– AXA Investment Managers   2,140   2,430   2,430   2,645  
Other Financial services (excluding AXA Bank Belgium) (c)   559   568   568   625  
– France   481   488   488   547  
– Germany   78   80   80   78  
Services Group   638   625   625   646  
AXA Technology, AXA Consulting and e-business   2,015   2,163   2,313   2,649  
TOTAL AXA (excluding Winterthur)   76,339   78,800   79,429   81,025  
TOTAL WINTERTHUR         14,984  
TOTAL   76,339   78,800   79,429   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)    The personnel at January 1, 2006 are included on a constant structural basis in relation to personnel at December 31, 2006. The main restatements are:
  – Acquisition of MLC Indonesia and MLC Hong Kong entities with respectively 362 and 82 salaried employees.

  – AXA RE business disposal (–365 salaried employees taking into account 98 salaried employees transferred to AXA Liability Managers (other transnational activities)).

  – Acquisition of Citadel (316 salaried employees).

  – The launch of the Avanssur platform in Poland (164 salaried employees).

  – Tynan McKenzie minority interests’ buyout and BNZ acquisition in Australia (70 salaried employees).

  – Transfer of some salaried employees of Southen Europe and Japan entities to AXA Tech (respectively 116 and 34 salaried employees).

(b)    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 4 not consolidated “mutuelles”.

(c)    Employees of AXA Belgium provide services in common for both the insurance activities and the bank activities. Consequently, split is not available.

(d)    Including Ireland since January 1, 2004 and AXA Business Services in India.
 



PERSON RESPONSIBLE

FOR THE ANNUAL REPORT

(DOCUMENT DE RÉFÉRENCE)

Statement of person responsible

To the best of my knowledge, and after having
taken all reasonable steps to this effect, I hereby
certify that the information contained in this
registration document (document de référence)
is in accordance with the facts and contains no
omissions likely to affect its global meaning.

I have obtained from the Statutory Auditors of
the Company a letter attesting to the completion
of their assignment, stating that they have
verified the information pertaining to the
financial condition and financial statements

 

provided in the registration document, (with the
exception of information pertaining to European
Embedded Value (EEV) which they have not
reviewed but which they have checked for
consistency with the work performed by the
independent actuary Tillinghast and dated
April 6, 2007) and have carried out the overall
reading of this document.

The historical financial information presented in
this document is discussed in a report issued by
the Statutory Auditors.

Paris, April 20, 2007

Chairman of the Management Board
Henri de Castries

Person responsible for investor information

Denis Duverne
Member of the Management Board,
Chief Financial Officer

AXA
25, avenue Matignon, 75008 Paris


STATUTORY

AUDITORS

The Statutory Auditors are:

Incumbent auditors

PRICEWATERHOUSECOOPERS AUDIT:
63, rue de Villiers
– 92208 Neuilly-sur-Seine,
represented by Mr. Yves Nicolas and
Mr. Eric Dupont, first appointed on February 28,
1989. The current appointment is for a term of
6 years, until the Annual General Meeting of the
shareholders called to approve the financial
statements for the fiscal year 2012.

Membership in a professional body:
PricewaterhouseCoopers Audit is registered as
a statutory auditor with the Compagnie
Régionale des Commissaires aux Comptes de
Versailles.

MAZARS & GUÉRARD
Exaltis – 61, rue Henri Régnault
–92075 Paris-La Défense Cedex
represented by Mr. Patrick de Cambourg and
Mr. Jean-Claude Pauly, first appointed on
June 8, 1994. The current appointment is for a
term of 6 years, until the Annual General
Meeting of the shareholders called to approve
the financial statements for the fiscal year 2009.

Membership in a professional body:

Mazars & Guérard is registered as a statutory
auditor with the Compagnie Régionale des
Commissaires aux Comptes de Paris.

 

Alternate auditors

Mr. Patrick Frotiée: 63, rue de Villiers
–92208 Neuilly-sur-Seine, first appointed on
May 17, 1995. The current appointment is for a
period of 6 years, until the Annual General
Meeting of the shareholders called to approve
the financial statements for the fiscal year 2012.

Mr. Jean Louis Simon: 61, rue Henri Régnault
–92075 Paris-La Défense Cedex, first appointed
on April 21, 2004. The current appointment is
for a period of 6 years, until the Annual General
Meeting of the shareholders called to approve
the financial statements for the fiscal year 2009.


Table of compensation paid to Statutory Auditors in 2006 and 2005

        (in euro thousand)  
    PricewaterhouseCoopers   Mazars & Guérard    
    2006   2005   2006   2005  
Audit   54,134   32,601   5,185   4,635  
Statutory audit and certification of local and
consolidatedc financial statements
  48,417   23,770   4,830   4,010  
Other specific audit assignement   5,718   8,831   355   625  
Other services   4,717   3,984   266   247  
Legal, tax and employment consulting   4,474   3,491   33   50  
Information, technology and services          
Internal audit   70   157     79  
Other   173   335   233   118  
TOTAL   58,851   36,585   5,451   4,882  
Affiliated Companies/Mutual funds   8,930   7,468   1,635   1,218  
TOTAL   67,781   44,054   7,086   6,100  

Expenses and VAT were excluded in 2006 and 2005. In 2005, these fees included VAT and amounted
to €48,269 million for PricewaterhouseCoopers and €6,839 million for Mazars & Guérard.


CORRESPONDENCE

TABLE

Annual Report

(Document de référence)

filed with the AMF on April 20, 2007

Pages

Information Items – Annex 1 of
the Commission Regulation n° 809/2004

1.   Person responsible   466  
2.   Statutory Auditors   467  
3.   Selected financial information   12 to 15  
4.   Risk factors   143 to 168, 297, 323 to 327, 370 and 376  
5.   Information about the issuer      
    5.1. History and development of the issuer   04 to 05 and 76  
    5.2. Investments   134 to 136 and 180  
6.   Business overview   100 to 132 and 171 to 176  
7.   Organizational structure      
    7.1. Brief description of the Group   06 to 07  
    7.2. List of significant subsidiaries   282 to 288  
8.   Property, plants and equipment   n/a  
9.   Operating and financial review   184 to 242  
10.   Capital resources      
    10.1. Capital resources   256 to 261 and 339 to 346  
    10.2. Sources and amounts of cash flows   254 to 255 and 338  
    10.3. Borrowing requirements and funding structure   137 to 140 and 368 to 376  
    10.4. Restrictions on the use of capital resources   138  
    10.5. Anticipated sources of funds needed   93  
11.   R&D, patents and licenses   n/a  

12.   Trend information   176, 182 to 183 and 243  
13.   Profits forecasts or estimates   n/a  
14.   Administrative, Management, and Supervisory bodies and senior management      
    14.1. Information on members of the administrative, management or      
    supervisory bodies   22 à 31 et 35 à 37  
    14.2. Administrative, Management and Supervisory bodies’ conflicts of interests   38  
15.   Remuneration and benefits      
    15.1. Amount of remuneration paid   57 to 61  
    15.2. Amounts set aside or accrued to provide pension, retirement or similar benefits   61 to 62  
16.   Board practices      
    16.1. Date of expiration of the current term of office   22 to 23 and 34  
    16.2. Information about members of the management bodies’ service contracts      
    with the issuer or any of its subsidiaries   32 and 38  
    16.3. Information on the audit committee and the remuneration committee   32 to 34  
    16.4. Statement of compliance with the country of incorporation’s corporate      
    governance regime   20  
17.   Employees      
    17.1. Number of employees   462  
    17.2. Shareholdings and stock options   68 to 69 and 74 to 75  
    17.3. Arrangements for involving the employees in the capital of the issuer   75  
18.   Major shareholders   83 to 86  
19.   Related party transactions   427 to 428  
20.   Financial information concerning the issuer’s assets and liabilities,      
    financial position and profits and losses      
    20.1. Historical financial information *   250 to 438  
    20.2. Pro forma financial information   n/a  
    20.3. Financial statements   250 to 261  
    20.4. Auditing of historical annual financial information   439 to 440  
    20.5. Age of latest financial information    
    20.6. Interim and other financial information   n/a  
    20.7. Dividend policy   87  
    20.8. Legal and arbitration proceedings   166 to 167  
    20.9. Significant change in the issuer’s financial or trading position   141 to 142 and 178 to 181  
21.   Additional information      
    21.1. Share capital   64 to 67 and 79 to 89  
    21.2. Memorandum and Articles of association   76 to 77  
    * Pursuant to Article 28 of Commission Regulation (EC) n° 809/2004 of April 29, 2004, the following items are incorporated by
reference:
– AXA’s consolidated financial statements for the year ended December 31, 2005 and the Statutory Auditors’ report on them,
respectively presented on pages 232-396 and on pages 397-398 of the Annual Report (Document de Référence) n° D06-0267 filed with the AMF (Autorité des Marchés Financiers) on April 13, 2006;
– AXA’s consolidated financial statements for the year ended December 31, 2004 and the Statutory Auditors’ report on them,
respectively presented on pages 196-275 and on pages 276-277 of the Annual Report (Document de Référence) n° D05-0313 filed with the AMF (Autorité des Marchés Financiers) on March 31, 2005.
 

22.   Material contracts   93  
23.   Third party information and statement by experts and declarations of any interest   n/a  
24.   Documents on display   90 to 93  
25.   Information on holdings ...................................................................................................................................................   06 and 07  

Other periodical information required
by the AMF Regulation (Règlement général)

Annual Information Document (art. 222-7)   90 to 93
Compensation paid to Statutory Auditors in 2006 and 2005 (art. 222-8) 468
Description of the Company’s own shares buyback program (art. 241-2) 82 to 83

Supervisory Board Chairman’s report on
the conditions of preparation and organization of
the Board’s work and on internal control procedures

Report on the conditions of preparation and organization of the Board’s work   20 to 34
Report on internal control procedures   41 to 54
Report of the Statutory Auditors on the Supervisory Board Chairman’s report   55 to 56