Aviva plc Annual Report on Form 20-F 2009 As filed with the Securities and Exchange Commission on March 30, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F (Mark one) REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR 7 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-153999 AVIVA PLC (Exact Name of Registrant as Specified in its Charter) ENGLAND AND WALES (Jurisdiction of Incorporation) St. Helen’s, 1 Undershaft London EC3P 3DQ, England (Address of Principal Executive Offices) David Rogers Chief Accounting Officer Aviva plc St. Helen’s, 1 Undershaft London EC3P 3DQ, England +44 20 7662 8934 [email protected] (Name, telephone, e-mail and/or facsimile number and address of company contact person) 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 American Depositary Shares, each representing 2 Ordinary Shares, New York Stock Exchange 25 pence par value each Ordinary Shares New York Stock Exchange (for listing purposes only) * 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, 2009 was: Ordinary Shares, 25 pence par value each 2,766,611,374 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 7 If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No 7 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 7 No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer 7 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the International Accounting Standards U.S. GAAP Board 7 Other If ‘‘Other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 7 * Not for trading, but only in connection with the registration of American Depositary Shares. Aviva plc Annual Report on Form 20-F 2009 Cross reference to Form 20-F Page Item 1. Identity of Directors, Senior Management and Advisors n/a Item 2. Offer Statistics and Expected Timetable n/a Item 3. Key Information A. Selected financial data 18, 89, 236 B. Capitalisation and indebtedness n/a C. Reason for the offer and use of proceeds n/a D. Risk factors 242 - 255 Item 4. Information on the Company A. History and development of the company 2, 236 B. Business overview 2 -15, 33 - 39, 88 - 96, 237 - 241 C. Organisational structure 16 - 17 D. Property, plants and equipment 39 Item 4A. Unresolved Staff Comments n/a Item 5. Operating and Financial Review and Prospects A. Operating results 19 - 32 B. Liquidity and capital resources 45 - 47, 290 - 294 C. Research and development, patents and licences, etc. n/a D. Trend information 19 - 32 E. Off-balance sheet arrangements 289 F. Tabular disclosure of contractual arrangements 44, 214 - 215 G. Safe harbour ii Item 6. Directors, Senior Management and Employees A. Directors and senior management 50 – 52, 54 B. Compensation 69 - 86 C. Board practices 57 - 71 D. Employees 134, 294 E. Share ownership 80, 85, 158 -162 Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders 88 B. Related Party Transactions 88 – 89, 223 - 224 C. Interests of Experts and Counsel n/a Item 8. A. Consolidated statements and other financial information 18, 89, 97 – 234, 256 - 271 B. Significant changes n/a Item 9. The Offer and Listing 236 Item 10. Additional Information A. Share capital 158 - 162, 272 - 273 B. Memorandum and articles of association 274 - 280 C. Material contracts 280 D. Exchange controls 280 E. Taxation 281 - 283 F. Dividends and paying agents 283 G. Statements by experts n/a H. Documents on display 283 I. Subsidiary information n/a Item 11. Quantitative and Qualitative Disclosures about Market Risk 40 - 43, 207 - 221 Item 12. Description of Securities Other Than Equity Securities 283 - 289 Item 13. Defaults, Dividend Arrearages and Delinquencies n/a Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds n/a Item 15. Controls and Procedures 89 - 90 Item 16A. Audit Committee Financial Expert 90 Item 16B. Code of Ethics 90 Item 16C. Principal Accountant Fees and Services 65, 134 - 135 Item 16D. Exemptions from the Listing Standards for Audit Committees n/a Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchases 289 Item 16F Change in Registrant’s Certifying Accountant n/a Item 16G Corporate Governance 61- 62, 289 - 290 Item 17. Financial Statements n/a Item 18. Financial Statements 97 - 234 Item 19. Exhibits 300 Glossary 296 - 298 Signatures 299 i Aviva plc Annual Report on Form 20-F 2009 Main contents In this section 01 Performance review 49 Governance 87 Shareholder information 97 Financial statements IFRS 235 Additional disclosures for SEC 295 Other information ii Aviva plc Annual Report on Form 20-F 2009 Forward looking statements This registration statement contains certain “forward-looking statements” with respect to certain of our plans and our current goals and expectations relating to our future financial condition, performance, results, strategic initiatives and objectives. Statements containing the words “believes”, “intends”, “expects”, “plans”, “will”, “seeks”, “aims”, “may”, “could”, “outlook”, “estimates” and “anticipates”, and words of similar meaning, are forward-looking. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond our control. There may be changes to assumptions used for determining results of operations or re-estimations of reserves for future policy benefits. As a result, our actual future financial condition, performance and results may differ materially from the plans, goals, and expectations set forth in our forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. We believe that these factors include, but may not be limited to, those set forth under “Financial and operating performance” starting on page 19 and “Risks relating to our business” starting on page 242, with regard to trends, risk management, and exchange rates and with regard to the effects of changes or prospective changes in regulation, and the following: — the impact of difficult conditions in the global capital markets and the economy generally; — the impact of new government initiatives related to the financial crisis; — defaults and impairments in our bond, mortgage and structured credit portfolios; — the impact of volatility in the equity, capital and credit markets on our profitability and ability to access capital and credit; — changes in general economic conditions, including foreign currency exchange rates, interest rates and other factors that could affect our profitability; — risks associated with arrangements with third parties, including joint ventures; — inability of reinsurers to meet obligations or inavailability of reinsurance coverage; — a decline in our ratings with Standard & Poor’s, Moody’s, Fitch and A.M. Best; — increased competition in the UK and in other countries where we have significant operations; — changes to our brand and reputation; — changes in assumptions in pricing and reserving for insurance business (particularly with regard to mortality and morbidity trends, lapse rates and policy renewal rates), longevity and endowments; — a cyclical downturn of the insurance industry; — changes in local political, regulatory and economic conditions, business risks and challenges which may impact demand for our products, our investment portfolio and credit quality of counterparties; — the impact of actual experience differing from estimates on amortisation of deferred acquisition costs (“DAC”) and acquired value of in-force business (“AVIF”); — the impact of recognising an impairment of our goodwill or intangibles with indefinite lives; — changes in valuation methodologies, estimates and assumptions used in the valuation of investment securities; — the effect of various legal proceedings and regulatory investigations; — the impact of operational risks; — the loss of key personnel; — the impact of catastrophic events on our results; — changes in government regulations or tax laws in jurisdictions where we conduct business; — funding risks associated with our pension schemes; — the effect of undisclosed liabilities, integration issues and other risks associated with our acquisitions; and — the timing impact and other uncertainties relating to acquisitions and disposals and relating to other future acquisitions, combinations or disposals within relevant industries.