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Registration Document REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT 1 1 THE AXA GROUP 3 1.1 Selected consolidated fi nancial data 4 1.2 Information on the Company 6 SUMMARY 1.3 Activity Report 20 1.4 Liquidity and capital resources 87 2 CORPORATE GOVERNANCE 93 2.1 Corporate offi cers, executives and employees 94 2.2 Full disclosure on executive compensation and share ownership 113 2.3 Major shareholders and related party transactions 141 2.4 The offer and listing markets 149 3 REGULATION, RISK FACTORS 151 Certain disclosures about market risks and related matters 3.1 Regulation 152 3.2 Risk factors 155 3.3 Quantitative and qualitative disclosures about risk factors 168 3.4 Investment Community and organization 185 4 CONSOLIDATED FINANCIAL STATEMENTS 187 4.1 Consolidated statement of fi nancial position 188 4.2 Consolidated statement of income 190 4.3 Consolidated statement of comprehensive income 191 4.4 Consolidated statement of changes in equity 192 4.5 Consolidated statement of cash fl ows 196 4.6 Notes to the Consolidated Financial Statements 198 4.7 Report of the Statutory Auditors on the consolidated fi nancial statements 330 5 CERTAIN ADDITIONAL INFORMATION 333 5.1 Charter 334 5.2 Description of AXA’s share capital 338 A APPENDICES 339 Appendix I Chairman of the Board of Directors’ Report 340 Appendix II Management’s annual evaluation of internal control over fi nancial reporting 349 Appendix III Statement of the person responsible for the Annual Report 352 Appendix IV Financial authorizations 353 Appendix V AXA parent company fi nancial statements 355 Appendix VI Group Embedded Value 380 Appendix VII Social and environmental information 381 Appendix VIII Board of Directors’ Report – Correspondence table 399 Appendix IX Commission regulation of April 29, 2004 – Correspondence table 400 Appendix X Annual Financial Report – Correspondence table 402 REGISTRATION DOCUMENT ANNUAL REPORT 2013 This registration document was fi led with the Autorité des marchés fi nanciers (AMF) on March 21, 2014, 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 on page 402 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 23, 2014, 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 on page 399 of this Annual Report). CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT Presentation of the information In this Annual Report unless provided otherwise, (i) the are referred to in this Annual Report as “ADS”. Since the delisting “Company”, “AXA” and/or “AXA SA” refer to AXA, a société of AXA’s ADS from the New York Stock Exchange on March 26, anonyme organized under the laws of France, which is the 2010, AXA’s ADS are traded on the U.S. over-the-counter market publicly traded parent Company of the AXA Group, and (ii) “AXA and are quoted on the OTCQX platform under the ticker symbol Group”, the “Group” and/or “we” refer to AXA SA together with AXAHY. Each ADS represents one AXA ordinary share. its direct and indirect consolidated subsidiaries. The Company’s Unless otherwise specifi ed, various amounts in this document ordinary shares are referred to in this Annual Report as “shares”, are shown in million for presentation purposes. Such amounts “ordinary shares” or “AXA ordinary shares”. The principal trading have been rounded. Rounding differences may also exist for market for the Company’s ordinary shares is the Compartment A percentages. of NYSE Euronext Paris, which we refer to in this Annual Report as “Euronext Paris”. The Company’s American Depositary Shares ... I REGISTRATION DOCUMENT - ANNUAL REPORT 2013 - AXA I 1 CERTAIN PRELIMINARY INFORMATION ABOUT THIS ANNUAL REPORT Exchange rate information The Company publishes its Consolidated Financial Statements The average and closing exchange rates used in the preparation in Euro (“Euro”, “euro” or “€”). Unless otherwise stated, all of the consolidated fi nancial statements, to translate into Euro amounts in this Annual Report are expressed in Euro. The the results of operations of the principal subsidiaries that are currency of the United States will be referred to as “U.S. dollars” not denominated in Euro, are set out in the table below: or “USD” or “U.S.$” or “$”. Year End Exchange Rate Av erage Exchange Rate 2013 2012 2013 2012 ( for €1) (f or €1) ( for €1) (for €1) U .S. Dollar 1.38 1.32 1.33 1.29 Japanese Yen (x100) 1.45 1.14 1.25 1.02 British Sterling Pound 0.83 0.81 0.85 0.81 Swiss Franc 1.23 1.21 1.23 1.21 For a discussion of 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 objectives to differ materially from those expressed or implied in analyzing its business operations and, therefore, may not be in the forward-looking statements (or from past results). These comparable with terms used by other companies. These terms risks and uncertainties include, without limitation, the risk of are defi ned in the glossary provided at the end of Section 1.3 in future catastrophic events including possible future weather- Part 1 – “The AXA Group” of this 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 risk and related matters” of this Annual Report statements including, but not limited to, statements that for a description of certain important factors, risks and are predictions of, or indicate, future events, trends, plans uncertainties that may affect AXA’s business and/or results of or objectives. Undue reliance should not be placed on such operations. AXA undertakes no obligation to publicly update statements because they are by nature subject to known and or revise any of these forward-looking statements, whether unknown risks and uncertainties and can be affected by other to refl ect new information, future events or circumstances or factors that could cause actual results and AXA’s plans and otherwise. 2 I REGISTRATION DOCUMENT - ANNUAL REPORT 2013 - AXA I 1 THE AXA GROUP 1.1 SELECTED CONSOLIDATED FINANCIAL DATA 4 Key fi gures 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 2013 23 Operating highlights 24 Events subsequent to December 31, 2013 27 Revenues & earnings summary 28 Consolidated underlying earnings, adjusted earnings and net income 33 Consolidated shareholders’ equity 36 Shareholder value 37 Life & Savings segment 38 Property & Casualty segment 58 International insurance segment 73 Asset management segment 76 Banking 79 Holdings and other companies 81 Outlook 83 Glossary 83 1.4 LIQUIDITY AND CAPITAL RESOURCES 87 Internal sources of liquidity: AXA’s subsidiaries 87 Liquidity position and risk management framework 88 Uses of funds 90 Solvency I margin 90 Credit rating 92 Subsequent events after December 31, 2013 impacting AXA’s liquidity 92 I REGISTRATION DOCUMENT - ANNUAL REPORT 2013 - AXA I 3 THE AXA GROUP 1 1.1 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 have 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, 2013 and 2012 in accordance with IFRS. 2013 and 2012 included in Part 4 – “Consolidated Financial Statements” of this Annual Report. I Key fi gures (In Euro million except per share data) 2013 2012 Restated (a) Income Statement Data Total Revenues 91,249 90,126 Net investment result excluding fi nancing expenses (b) 33,958 30,562 Income from operating activities before tax 6,740 5,735 Net income from operating activities before tax 6,253 5,285 Result from discontinued operations net of tax - - Net consolidated income 4,786 4,187 Net consolidated income - Group Share 4,482 4,057 Net income per share (c) - basic 1.76 1.61 - diluted 1.75 1.60 Balance Sheet Data Total assets 757,143 761,862 Shareholders' equity - Group share 52,923 53,606 Shareholders' equity per share (d) 18.7 19.3 Other Data Number of outstanding shares 2,418 2,389 Average share price 15.98 11.38 Share price 20.21 13.35 Dividend per share (e) 0.81 0.72 (a) As described in note 1.2.1 of Part 4 - “Consolidated Financial Statements”, comparative information related to previous periods was retrospectively restated for the amendments to IAS 19.
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