REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2015 CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT 1 THE AXA GROUP 3 1.1 Selected consolidated fi nancial data 4 1 1.2 Information on the Company 6 1.3 Activity report 20 CONTENTS 1.4 Liquidity and capital resources 89 CORPORATE GOVERNANCE 95 2.1 Corporate offi cers, executives and employees 96 2.2 Full disclosure on executive compensation and share ownership 115 2 2.3 Major shareholders and related party transactions 145 2.4 The offer and listing 152 REGULATION, RISK FACTORS 153 Certain disclosures about market risks and related matters 3 3.1 Regulation 154 3.2 Risk factors 160 3.3 Quantitative and qualitative disclosures about risk factors 177 3.4 Investment community and organization 194 CONSOLIDATED FINANCIAL STATEMENTS 197 4.1 Consolidated statement of fi nancial position 198 4 4.2 Consolidated statement of income 200 4.3 Consolidated statement of comprehensive income 201 4.4 Consolidated statement of changes in equity 202 4.5 Consolidated statement of cash fl ows 206 4.6 Notes to the Consolidated Financial Statements 208 4.7 Report of the Statutory Auditors on the Consolidated Financial Statements 343 CERTAIN ADDITIONAL INFORMATION 345 5.1 Charter 346 5 5.2 Description of AXA’s share capital 350 APPENDICES 351 Appendix I Chairman of the Board of Directors’ report 352 A Appendix II Management’s annual evaluation of Internal Control Over Financial Reporting 362 Appendix III Statement of the person responsible for the Annual Report 365 Appendix IV Financial authorizations 366 Appendix V AXA parent Company fi nancial statements 368 Appendix VI Group Embedded Value 394 Appendix VII Social and environmental information 395 Appendix VIII Board of Directors’ report – Correspondence table 415 Appendix IX Commission regulation of April 29, 2004 – Correspondence table 416 Appendix X Annual Financial Report – Correspondence table 418 REGISTRATION DOCUMENT ANNUAL REPORT 2015 This Registration Document was fi led with the Autorité des marchés financiers (AMF) on March 31 , 2016, in accordance with the provisions of Article 212-13 of its General Regulations. It may be used in support of a fi nancial transaction if supplemented by an information memorandum approved by the AMF. This document has been prepared by the issuer, and its signatories are responsible for its content. This Annual Report also includes (i) all the components of the Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) as well as in Article 222-3 of the AMF General Regulations (Règlement Général de l’AMF) (please refer to the table page 418 of this Annual Report which indicates the relevant sections of this Registration Document corresponding to disclosures required under Article 222-3 of the AMF General Regulations), and (ii) all disclosure matters required to be included in the Board of Directors’ Report to AXA’s Shareholders’ Meeting to be held on April 27, 2016, established pursuant to Articles L.225-100 and L.225-100-2 of the French Commercial Code (Code de commerce) (the relevant sections of this Registration Document corresponding to these required disclosures have been approved by AXA’s Board of Directors and are presented in the table page 415 of this Annual Report). CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT Presentation of the information In this Annual Report unless provided otherwise, (i) the “Company”, Annual Report as “ADS”. Since the delisting of AXA’s ADS from “AXA” and/or “AXA SA” refer to AXA, a société anonyme organized the New York Stock Exchange on March 26, 2010, AXA’s ADS are under the laws of France, which is the publicly traded parent traded on the U.S. over-the-counter market and are quoted on company of the AXA Group, and (ii) “AXA Group”, the “Group” the OTCQX platform under the ticker symbol AXAHY. Each ADS and/or “we” refer to AXA SA together with its direct and indirect represents one AXA ordinary share. consolidated subsidiaries. The Company’s ordinary shares are Unless otherwise specifi ed, various amounts in this document referred to in this Annual Report as “shares”, “ordinary shares” are shown in millions for presentation purposes. Such amounts or “AXA ordinary shares”. The principal trading market for the have been rounded. Rounding differences may also exist for Company’s ordinary shares is the Compartment A of Euronext percentages. Paris, which we refer to in this Annual Report as “Euronext Paris”. The Company’s American Depositary Shares are referred to in this ... I REGISTRATION DOCUMENT - ANNUAL REPORT 2015 - AXA I 1 Exchange rate information The Company publishes its Consolidated Financial Statements in The average and closing exchange rates used in the preparation Euro (“Euro”, “euro” or “€”). Unless otherwise stated, all amounts of the consolidated fi nancial statements, to translate into Euro in this Annual Report are expressed in Euro. The currency of the results of operations of the principal subsidiaries that are not the United States will be referred to as “U.S. dollars” or “USD” denominated in Euro, are set out in the table below: or “U.S.$” or “$”. E nd of Pe rio d Exchange Rate Average Exchange Rate 2015 2014 2015 2014 (for €1) (for €1) (for €1) (for €1) U.S. Dollar 1.09 1.21 1.12 1.33 Japanese Yen 131 145 135 141 British Sterling Pound 0.74 0.78 0.73 0.81 Swiss Franc 1.09 1.20 1.08 1.22 For a discussion on the impact of foreign currency fl uctuations on the AXA Group’s fi nancial condition and results of operations, please see Part 1 – “The AXA Group”, Section 1.3 “Activity Report” of this Annual Report. Cautionary statements concerning the use of non-GAAP measures and forward-looking statements This Annual Report includes certain terms that are used by AXA factors that could cause actual results and AXA’s plans and in analyzing its business operations and presenting its fi nancial objectives to differ materially from those expressed or implied results which may not be comparable with terms used by other in the forward-looking statements (or from past results). These companies. These terms are defi ned in the glossary provided risks and uncertainties include, without limitation, the risk of at the end of Section 1.3 in Part 1 – “The AXA Group” of this future catastrophic events including possible future weather- Annual Report. related catastrophic events or terrorist related incidents. Please refer to Part 3 – “Regulation, risk factors, certain disclosures Certain statements contained herein are forward-looking about market risks and related matters” of this Annual Report for statements including, but not limited to, statements that a description of certain important factors, risks and uncertainties are predictions of, or indicate, future events, trends, plans that may affect AXA’s business and/or results of operations. AXA or objectives. Undue reliance should not be placed on such undertakes no obligation to publicly update or revise any of these statements because they are by nature subject to known and forward-looking statements, whether to refl ect new information, unknown risks and uncertainties and can be affected by other future events or circumstances or otherwise. 2 I REGISTRATION DOCUMENT - ANNUAL REPORT 2015 - AXA I THE AXA GROUP 1.1 SELECTED CONSOLIDATED FINANCIAL DATA 14 Key Figures 4 Dividends 5 1.2 INFORMATION ON THE COMPANY 6 Introduction 6 History and development 6 Table of principal subsidiaries with Group equity interests and voting rights percentages 7 Ratings 7 Business overview 9 Segment information 11 1.3 ACTIVITY REPORT 20 Insurance and asset management markets 20 Financial market conditions in 2015 23 Operating highlights 25 Events subsequent to December 31, 2015 30 Revenues & earnings summary 31 Consolidated underlying earnings, adjusted earnings and net income Group share 35 Consolidated shareholders’ equity 38 Shareholder value 39 Life & Savings segment 40 Property & Casualty segment 60 International Insurance segment 75 Asset Management segment 78 Banking segment 81 Holdings and other companies 83 Outlook 85 Glossary 85 1.4 LIQUIDITY AND CAPITAL RESOURCES 89 Internal sources of liquidity: AXA’s subsidiaries 89 Liquidity position and risk management framework 90 Uses of funds 92 Solvency I margin 92 Global Systemically Important Insurer “GSII” 94 Credit rating 94 Subsequent events after December 31, 2015 impacting AXA’s liquidity 94 I REGISTRATION DOCUMENT - ANNUAL REPORT 2015 - AXA I 3 THE AXA GROUP 11.1 SELECTED CONSOLIDATED FINANCIAL DATA 1.1 SELECTED CONSOLIDATED FINANCIAL DATA The selected historical consolidated fi nancial data presented The table of historical data set out below is only a summary. below has been derived from AXA’s consolidated fi nancial You should read it in conjunction with the consolidated fi nancial statements and related notes for the years ended December 31, statements and related notes for the years ended December 31, 2015 and 2014 in accordance with IFRS. 2015 and 2014 included in Part 4 – “Consolidated Financial Statements” of this Annual Report. I Key Figures (In Euro million except per share data) 2015 2014 Income Statement Data Total Revenues 98,534 91,988 Net investment result excluding fi nancing expenses (a) 18,218 29,810 Income from operating activities before tax 8,009 7,710 Net income from operating activities before tax 7,735 7,128 Result from discontinued operations net of tax - - Net consolidated income 5,987 5,337 Net consolidated income – Group Share 5,617 5,024 Net income per share (b) basic 2.19 1.95 diluted 2.18 1.94 Balance Sheet Data Total assets 887,070 840,069 Shareholders’ equity – Group share 68,475 65,219 Shareholders’ equity per share (c) 24.3 23.0 Other Data Number of outstanding shares 2,426 2,442 Average share price 22.96 18.62 Share price 25.23 19.21 Dividend per share (d) 1.10 0.95 (a) Includes investment income net of investment management costs, impairments, net realized investment gains and losses and net unrealized investment gains and losses on assets with fi nancial risk borne by the policyholders and on assets designated as at fair value through profi t & loss.