a03-338 • Item 1 (US) ok 23/05/00 12:01 Page 1 PHILIPPE PHILIPPE 2:JOBS:AXA:03-338 • AXA COB 1999 (US): Annual Report 1999 a03-338 • Item 1 (US) ok 23/05/00 12:01 Page 3 PHILIPPE PHILIPPE 2:JOBS:AXA:03-338 • AXA COB 1999 (US): SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F I REGISTRATION STATEMENT PURSUANT TO SECTION 12 (B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 or IX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1999 or I TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File number: 1-14410 AXA (Exact name of Registrant as specified in its charter) N / A The Republic of France (Translation of Registrant’s (Jurisdiction of incorporation name into English) or organization) 25, avenue Matignon - 75008 Paris - France (Address of registrant’s principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Ordinary shares New York Stock Exchange American Depositary Shares (as evidenced by American Depositary Receipts), each representing one-half of an Ordinary Share New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31 1999 was: 356,335,728 Ordinary Shares of euro 9.15 nominal value, including 11.507.662 American Depositary Shares (as evidenced by American Depositary Receipts), each representing one-half of one Ordinary Share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes IX No I Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 IX Item 18 I a03-338 • Item 1 (US) ok 23/05/00 12:01 Page 4 PHILIPPE PHILIPPE 2:JOBS:AXA:03-338 • AXA COB 1999 (US): Table of contents Pages PART I ITEM 1 Description of Business . 8 ITEM 2 Description of Property . 67 ITEM 3 Legal Proceedings . 67 ITEM 4 Control of Registrant . 68 ITEM 5 Nature of Trading Market . 70 ITEM 6 Exchange Controls and Other Limitations Affecting Security Holders . 74 ITEM 7 Taxation . 75 ITEM 8 Selected Financial Data . 82 ITEM 9 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 91 ITEM 9A Qualitative and Quantitative Disclosures about Market Risk . 199 ITEM 10 Directors and Officers of the Registrant . 205 ITEM 11 Compensation of Directors and Officers . 210 ITEM 12 Options to Purchase Securities from Registrant or Subsidiaries . 212 ITEM 13 Interest of Management in Certain Transactions . 214 PART II ITEM 14 Description of Securities to be Registered . 215 PART III ITEM 15 Defaults upon Senior Securities . 215 ITEM 16 Changes in Securities and Changes in Security for Registered Securities . 215 PART IV ITEM 17 Financial Statements . F-2 ITEM 18 Financial Statements . 216 ITEM 19 Financial Statements and Exhibits . 216 Glossary . G-1 Signatures . S-1 4 a03-338 • Item 1 (US) ok 23/05/00 12:01 Page 5 PHILIPPE PHILIPPE 2:JOBS:AXA:03-338 • AXA COB 1999 (US): to note 1 to the Consolidated Financial Statements for Presentation further details). Unless noted otherwise, the financial of information information contained in this Annual Report is pre- sented in accordance with French GAAP. French GAAP AXA (or “Company “) is a French société anonyme (a differs significantly from accounting principles gener- form of limited liability company). AXA refers to the ally accepted in the United States (“US GAAP”). See Company and its subsidiaries directly or indirectly held. notes 28 and 29 to the Consolidated Financial The “Mutuelles AXA” refers to four French mutual Statements for a description of the significant differ- insurance companies that, acting as a group, owned ences between French GAAP and US GAAP, a recon- 23.5% of the Company’s issued Shares representing ciliation of net income and shareholders’ equity from 37.0% of the voting rights as of December 31, 1999. French GAAP and US GAAP and condensed consoli- “Shares” refers to the Company’s ordinary shares of dated US GAAP balance sheets and statements of € 9.15 each. “ADS” refers to the Company’s American income. Depository Shares, each of which represents the right Various amounts set out in this document have been to receive one-half of an ordinary share, and “ADR” truncated into millions and, therefore, rounded, and means the Company’s American Depository Receipts accordingly may not total. Rounding differences may each of which represents one ADS. A glossary of cer- also exist for percentages. tain insurance and related terms used in this report is included herein immediately following “Item 19: Financial Statements and Exhibits”. Exchange rate AXA publishes its Consolidated Financial Statements in euros (“euros” or €). The Company’s Consolidated information Financial Statements for the years ended December Prior to January 1, 1999, the French franc was a part 31, 1998 and 1997 were originally prepared and pre- of the European Monetary System exchange rate sented in French francs, and have been translated into mechanism (known as the “EMS”). Within the EMS, euros for purposes of this document at the rate of exchange rates fluctuated within permitted margins, FF 6.55957 = €1, the applicable rate established on fixed by central bank intervention. Under the provi- January 1, 1999. Unless it is otherwise noted, all sions of the Treaty on European Union negotiated at amounts in this Annual Report are expressed in euros. Maastricht in 1991 and signed by the then 12 mem- References to “dollars” or “US$” are to the U.S. cur- bers states of the European Union in early 1992, a rency. European Monetary Union (“EMU”) superseded the AXA’s Consolidated Financial Statements, including the EMS on January 1, 1999 and a single European cur- notes thereto, are included in this Annual Report rency known as the “euro”, was introduced. The fol- and have been prepared in accordance with gener- lowing 11 members states participate in the EMU and ally accepted accounting principles in France (“French have adopted the euro as their national currency: GAAP”). French GAAP is based on requirements set Austria, Belgium, Finland, France, Germany, Ireland, forth in French law and in European regulations (refer Italy, Luxembourg, The Netherlands, Portugal and 5 a03-338 • Item 1 (US) ok 23/05/00 12:01 Page 6 PHILIPPE PHILIPPE 2:JOBS:AXA:03-338 • AXA COB 1999 (US): Spain. In the aggregate, these members are referred to as “Euroland” in this document. The legal rate of Cautionary conversion between French francs and euros was statements on fixed on January 1, 1999 at FF 6.55957 = € 1.00. forward looking Transactions placed in euros commenced on January 1, 1999. statements Since January 1, 1999, the euro has been the lawful currency of the EMU states, although euro banknotes Certain of the statements contained in this Annual and coins are not expected to enter circulation until Report are not historical facts, including, without January 1, 2002. New public debt is issued in euros. limitation, certain statements made in sections entitled Outstanding obligations denominated in national cur- “Item 1: Description of Business”, “Item 9: Manage- rencies will be converted at the legal rates established ment’s Discussion and Analysis” and “Item 9A: on January 1, 1999 (unless specific contracts provide Qualitative and Quantitative Disclosures About Market for an alternative conversion rate). During the transi- Risk”, which are statements of future expectations and tional phase, which is planned to begin on January other forward-looking statements that are based on 1, 2002 and end on July 1, 2002, national currencies, management’s current views and assumptions and including banknotes and coins, will subsist as non- involve known and unknown risks and uncertainties decimal denominations of the euro. There can be no that could cause actual results, performance or events assurance that these events will take place on time or to differ materially from those expressed or implied in otherwise as currently expected. such statements including those discussed elsewhere in this Annual Report and in AXA’s other public filings, For information on historical exchange rate informa- press releases, oral presentations and discussions. tion refer to “Item 8: Selected Financial Data: Exchange Rate Information”. For a discussion of the Forward-looking statements include, among other impact of currency fluctuations on AXA’s financial con- things, discussions concerning AXA’s potential expo- dition and results of operations, see “Item 9: sure to market risks, as well as statements expressing Management’s Discussion and – General Information management’s expectations, beliefs, estimates, fore- – Currency Fluctuations”. casts, projections and assumptions, as indicated by 6 a03-338 • Item 1 (US) ok 23/05/00 12:01 Page 7 PHILIPPE PHILIPPE 2:JOBS:AXA:03-338 • AXA COB 1999 (US): words or phrases such as “believes”, “estimates”, technology and management information systems to “intends”, “anticipates”, “expects”, “projects”, “should”, support strategic goals while continuing to control “probably”, “risks”, “target”, “goals”, “objectives”, costs and expenses; “seeks, “outlook” or similar expressions.