Equity instruments available for sale 16,515 (2,380) 14,135 3,054 17,189 15,144 (2,488) 12,656 2,386 15,042
Non consolidated investment funds available for sale 6,429 (1,041) 5,389 934 6,322 6,937 (1,038) 5,899 868 6,767
Impairment – Non consolidated investment funds 1,038 101 (94) - (7) 1,041
(a) Mainly relates to changes in the scope of consolidation and impact of changes in exchange rates.
Financial investments and loans available for sale 233,760 116,369 3,458 353,586 228,597 140,472 4,356 373,425
Investments in real estate properties - 1,033 - 1,033 - 1,117 107 1,224
Other assets held by consolidated investment funds designated as at fair value through profi t or loss 1,212 4,576 1,116 6,904 1,522 2,327 903 4,752
Financial investments and loans designated as at fair value through profi t or loss 24,615 22,207 6,767 53,588 22,652 20,349 5,767 48,767
Financial investments and loans held for trading 624 179 - 803 451 350 - 802
Methods applied to determine the fair value of investments measured at fair value in the fi nancial statements are described in
Fair values determined in whole directly by reference to an active market relate to prices which are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis, i.e. the market is still active. Such assets are categorized in the level 1 of the IFRS 13 fair value hierarchy.
Level 2 and 3 assets are investments which are not quoted in an active market or for which there is no active market. Fair values for level 2 and 3 assets include: ■ values provided by external parties which: (1) are readily available including last transaction prices but relate to assets for which the market is not always active or,
(market observable inputs): ■ assumed to be used by pricing services, or; ■ used by the Group in the limited cases of application of mark to model valuations.
Since the 2008 fi nancial crisis, a signifi cant volatility related to corporate spreads has been observed leading to transfers between level 1 and 2 with both yield and bid ask spreads widening and narrowing from one closing to another. Since 2010, this volatility has also been experienced on European government bonds with yields and bid ask spreads which have widened signifi cantly leading to transfers from level 1 to level 2 for Greece, Ireland, Portugal, Spain, Italy and Belgium sovereign bonds. In 2012, Belgian sovereign bonds were reclassifi ed in level 1 consistently with improved market indicators observed during the year. In 2013, fl oating rate Japanese sovereign bonds were reclassifi ed in level 1 consistently with sustained improved market liquidity for those instruments. For all other sovereign bonds classifi ed in level 2, trends observed in 2012 were confi rmed in 2013 with an acceleration of peripheral countries spread contraction and liquidity improvements.
These market indicators will continue to be monitored to assess the sustainability of those improvements. Meanwhile, the classifi cation as at December 31, 2013 was maintained compared to December 31, 2012.
Valuation teams make the maximum use of current transaction prices if any and observable data but some of the underlying sectors to which the investment relate may be so particular that signifi cant adjustments are performed or unobservable data are used. Private Equity funds of funds are measured on the basis of the latest Net Asset Values of funds provided to the Group.
From January 1, 2013 to December 31, 2013, the amount of level 3 assets remained stable at €10.2 billion, representing 2.5% of the total assets at fair value (2.4% in 2012 i.e.
Main movements related to level 3 assets to be noted were the following: ■ €-0.7 billion of asset sales mainly debt instruments and equity securities accounted as available for sale; ■ €-0.9 billion reclassifi ed in level 2 primarily due to the use of more observable data for categories of CMBS; ■ €+1.3 billion of new investments; ■ €-0.3 billion of change in unrealized gains and losses; ■ €-0.3 billion of foreign exchange fl uctuation impact; ■ €+1.1 billion transfers into level 3 category thanks to more information on the valuation methodologies used in some investments funds.
Debt instruments at cost (loans & receivables) 1,284 4,704 1,825 7,813
Generally fair values of investments in real estate properties cannot be determined via reference to quotes of an active market from an exchange market or service provider and no property is therefore categorized in level 1. However, AXA’s investments in real estate properties are mostly physically located within liquid markets with identical or comparable asset sales. Given the regulatory environment, some real estate properties located in markets like France are valued by experts using very similar approaches leading to very limited dispersion in prices, with a majority of market inputs themselves homogeneous in terms of sources and values.
Note 1.5 which notably considers, for assets not quoted in an active market, the weight of observable inputs in the valuation, concludes that the fair value calculations, which are based on valuations performed by qualifi ed property appraisers mainly based on market observable inputs are considered as level 2 fair values. However, as noted in Note 1.5 and Note 9.10.1, the assessment of the signifi cance of an input against the fair value measurement in its entirety involves judgment and a different weighting could produce a different categorization.
I Note 10 Investments in associates accounted for using the equity method
Philippine AXA Life Insurance Corporation (b) 29 - 12 (4) (7) 30
(b) Starting from 2013, these entities close their full year accounts as of December 31.
Please fi nd hereafter, fi nancial information for main investments in associates accounted for using the equity method: At the end of 2013, fi nancial information of Reso Garantia was as follows (on a 100% basis and excluding goodwill related to
AXA’s investment): ■ total assets: €2,464 million (€2,205 million as of December 31, 2012); ■ total liabilities (excluding shareholders’ equity): €1,914 million
Reso Garantia had a net value of €572 million (€624 million as of December 31, 2012). Changes were related to foreign exchange impacts.
(€1,006 million as of December 31, 2012); ■ gross revenues: €1,265 million (€629 million as of
Philippines AXA Life Insurance Corporation (b) 29 - 11 1 (12) 29
(b) These entities close their full year accounts as of September 30.
(c) Starting from 2012, these entities close their full year accounts as of December 31.
(e) Starting from 2012, this entity closes its full year accounts as of November 30.
Current accounts receivables from other Companies 1,516 (10) 1,505 1,505 1,377 (10) 1,367 1,367
Receivables from policyholders, brokers and general agents 8,006 (304) 7,702 7,702 8,761 (342) 8,419 8,419
Receivables from brokers and general agents 31 (18) 13 13 43 (24) 19 19
As of December 31, 2013, total consolidated net cash and cash equivalents amounted to €20,609 million, net of €978 million bank overdrafts classifi ed under “Other debt instrument issued and bank overdrafts” in the consolidated statement of fi nancial position.
Regarding the consolidated statement of cash fl ows presented together with the primary fi nancial statements, net cash provided by operating activities totaled €5,292 million in 2013, compared to €10,519 million in 2012.
Net cash used in investing activities was €-11,486 million in 2013, mainly refl ecting: ■ €-8,812 million of net cash used in purchases and sales of fi nancial invested assets; ■ €-2,692 million of net cash impact of assets lending/
P&C operations in Mexico and W.P. Stewart & Co. Ltd by
AXA Life Insurance Co. Ltd., partly offset by the net cash impact related to the acquisition of HSBC’s P&C business in
Net cash relating to fi nancing activities totaled €-1,918 million in 2013 mainly driven by: ■ Dividends payments of €-1,954 million; Net cash relating to fi nancing activities totaled €-2,647 million in 2012 mainly due to: ■ Dividends payments of €-1,793 million.
AXA’s share capital and capital in excess of nominal value: ■ employee share offering (December 2013) of 19 million shares for €292 million net of related charges; ■ stock-option exercise of 10 million shares for €150 million; ■ share-based payments for €46 million.
As of December 31, 2013, the carrying value of treasury shares and related derivatives was €188 million. This fi gure included €0.9 million relating to AXA shares held by consolidated mutual funds (69,818 shares) not backing contracts where fi nancial risk is borne by policyholders.
As described in Note 1.13.2 of the accounting principles, undated subordinated debt issued by the Group does not qualify as liabilities under IFRS.
AXA the ability to redeem on certain dates the principal amount before settlement and without penalty, and; ■ interest rate step-up clauses with effect from a given date.
of the share capital, a decrease of 1 million shares compared to
As of December 31, 2012, the carrying value of treasury shares and related derivatives was €364 million. This fi gure included €0.8 million relating to AXA shares held by consolidated mutual funds (61,455 shares) not backing contracts where fi nancial risk is borne by policyholders.
Unrealized gains and losses (net of tax) – Assets available for sale 8,425 11,173
Unrealized gains and losses (net of tax) – Equity accounted companies 1 4
Minority interests’ share in unrealized gains and losses (c) (104) (78)
(a) Unrealized gains on total available for sale invested assets including loans.
Less unrealized gains and losses attributable to: Shadow accounting on policyholders’ participation (6,376) (3,400) (1,627)
Unrealized gains and losses (net of tax) – Assets available for sale 1,412 338 254
UNREALIZED GAINS AND LOSSES (NET OF TAX) – 100% – TOTAL 1,434 338 254
The change in reserves related to changes in fair value of available for sale fi nancial instruments included in shareholders’ equity as of December 31, 2013 and December 31, 2012 broke down as follows: (In Euro million) 2013 2012
Unrealized gains and losses (net of tax) 100% as of January 1 11,177 5,218
Transfer in the income statement on the period (a) (472) (469)
The total impact of employee benefi ts actuarial gains and losses amounted to €726 million (of which group share was €718 million and minority interests was €7 million) as of
■ the increase of the infl ation rate or pension indexation rate.
The increase in gross unrealized gains and losses on assets available for sale totaled €22,351 million, mainly from debt instruments (€21,271 million), primarily due to interest rates and credit spreads decrease.
• R eserves relating to changes in fair value through shareholders’ equity for €+32 million,
• I mpact from open market purchase of AllianceBernstein holding units for €-31 million; ■ transactions with minority interests’ holders, mainly included: • Dividend payout to minority interests’ holders for €-237 million.
• Reserves relating to changes in fair value through shareholders’ equity for €+83 million,
• Impact from open market purchase of AllianceBernstein holding units for €-64 million; ■ transactions with minority interests’ holders, mainly included: • Dividend payout to minority interests’ holders for €-172 million.
Reinsurers’ share in future policy benefi t reserves 11,888 - 1 11,889 4,786 - - 4,786
TOTAL LIABILITIES ARISING FROM INSURANCE CONTRACTS, NET OF REINSURANCE CEDED 400,753 49,030 6,668 456,451 410,319 48,638 6,942 465,899
AXA France Life & Savings business against external market events with a corresponding reduction of minimum capital requirement under the current solvency regime.
Liabilities arising from investment contracts with discretionary participating features 33,850 36,350 of which measured at current assumptions (b) - -
Liabilities arising from investment contracts with no discretionary participating features 99 251
Liabilities arising from investment contracts where the fi nancial risk is borne by policyholders 36,925 34,063
Reinsurers’ share in liabilities arising from investment contracts with discretionary participating features 18 13
TOTAL LIABILITIES ARISING FROM INVESTMENT CONTRACTS – NET OF REINSURANCE CEDED 70,852 70,646
Note: Liabilities relating to unearned revenues and fees (see Note 7.3), to policyholders’ participation (see Note 14.8), and derivative instruments (see Note 20.4), are excluded from the table above. Reinsurance’s share in investments contracts liabilities relating to policyholders’ participation (none in 2013 and 2012), as well as derivatives instruments (none in 2013 and 2012) are excluded from the table above.
Loss reserves development (prior years) (366) (217) (583) (446) (162) (608)
Impact of foreign currency fl uctuation (416) (154) (570) 135 101 236
Gross claim reserves as of December 31 (a) 37,245 7,584 44,828 36,626 8,018 44,645
(a) Excluding “other policy benefi ts liabilities” (mainly mathematical annuity reserves), which totaled €4.6 billion in 2013 and €4.5 billion in 2012.
Reinsurers’ share in claim reserves as of January 1 1,591 2,112 3,704 1,625 2,401 4,027
Reinsurers’ share in claim payments (684) (407) (1,091) (680) (547) (1,227)
Change in scope of consolidation, portfolio transfers, change in accounting principles and other changes (40) 30 (10) 22 12 35
Impact of foreign currency fl uctuation (56) (46) (103) 3 45 49
Technical reserves as of January 1 (a) 416,480 70,664 487,145 404,308 68,195 472,503
Change in scope of consolidation, portfolio transfers and change in accounting principles (5,473) 194 (5,280) (6) (61) (68)
Impact of foreign currency fl uctuation (15,816) (678) (16,494) (7,521) 878 (6,643)
In 2013, the change in scope of consolidation totaled €-5,280 million, mainly due to the disposal of MONY.
Reinsurers’ share in technical reserves as of January 1 (a) 6,162 18 6,180 6,050 19 6,068
Reinsurers’ share in collected premiums net of loadings on premiums (+) 2,254 2 2,257 1,525 - 1,525
Reinsurers’ share in surrenders, maturities and other claims and benefi ts paid net of charges and penalties (-) 5,900 1 5,902 (1,163) (2) (1,165)
Change in scope of consolidation and change in accounting principles (308) 1 (307) 20 - 20
Investment contracts with no Discretionary Participation Features (DPF) measured according to existing accounting policies 99 251
(Unit-Linked) – Liabilities arising from contracts where fi nancial risk is borne by policyholders: Investment contracts with Discretionary Participation Features (DPF) measured according to existing accounting policies (a) (c) 4,243 4,080
Investment contracts with no Discretionary Participation Features (DPF) measured at current unit value (d) 32,682 29,983
Note: This information is presented net of the impact of derivatives, which is described in Note 20.4.1.
In Phase I, the IAS Board acknowledged the diffi culties involved in the recognition and the measurement of discretionary participating features included in insurance or investment contracts. The IAS Board recently issued guidance to measure fair value but with no principles addressing policyholder participation features and interpreting them before the issuance of IFRS 4 Phase II would be premature.
A new Exposure Draft was issued in June 2013. Most of the comment letters posted in October 2013 rejected the proposal for participating contracts as too complex and not refl ecting the
Asset and Liability (ALM) management principles which are the essence of the insurance business. In this context, too many uncertainties remain outstanding to defi ne how to determine the fair value of participating contracts. As a result, AXA cannot reliably disclose fair value or value ranges for investment contracts with a discretionary participating features.
The second line entitled “Gross reserves for unpaid claims and claim expenses developed in 2013 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
This line also includes the impact of the unwind of discount rate on annuities (which are developed from 2006 on) for an amount of €116 million for 2011.
(e) Following the disposal of Canadian operations, amounts in its respect were not reported for the current year while previously disclosed amounts were unchanged.
On December 21, 2006, the Group fi nalized an agreement to sell the AXA RE reinsurance business to Paris Ré Holding.
Ré, have not been developed. Paris Ré has been acquired by PartnerRe and terms of the agreements mentioned above remains in-force.
Gross reserves for unpaid claims and claims expenses developed in 2013 (b) 3,742 3,314 4,253
Cumulative redundancy (defi ciency) from the initial gross claims reserves in excess of (less than) re-estimated gross claim reserves 569 199 961
(a) The loss reserves development table is presented on an underwriting year basis for Colisée RE (ex 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 defi ciencies based on the loss reserves 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.
Property & Casualty and International Insurance (excluding Colisée RE (ex AXA RE)) (a) 47,095 46,440
(a) Total gross claims and other reserves developed are presented on the basis of the loss reserves development table. The reserves of AXA Corporate Solutions Insurance US were included in Property & Casualty and International Insurance loss reserves. The reserves of Mosaic Insurance Company (ex AXA RE P&C Insurance Company) and Coliseum RE (ex AXA CS Reinsurance Company) (€67 million in 2013, €85 million in 2012) were included in Colisée RE’s (ex AXA RE) loss reserves development table.
(b) Includes reserves inward reinsurance (€1,194 million in 2013, €1,125 million in 2012).
Claims reserves at end of year 1,046 976 1,113 1,030 of which Reported claims 176 159 195 170 of which IBNR claims 870 817 918 860
In 2013, AXA paid a net amount of €27 million in respect of asbestos. During the year, AXA incurred profi ts amounted to €1 million net of reinsurance. The impact of changes in exchange rates was the main driver of claims reserves evolution between 2012 and 2013.
Note 1.14.2) mainly in relation to unrealized gains and losses on invested fi nancial assets available for sale as described in
participation assets mainly relates to decrease in unrealized losses on assets available for sale in France, Germany and
The fi gures shown in the fi rst line of the table below represent estimated undiscounted cash outfl ows in connection to death, incapacity and disability claims, surrenders, annuities, minimum guaranteed benefi ts for Unit-Linked contracts,
Group’s business. They are gross of reinsurance. Given the strong use of estimates, it is likely that actual payments will differ.
More than 1 year up to 5 years More than 5 years Total or less
More than 1 year up to 5 years More than 5 years Total
Liabilities arising from insurance and investment contracts 26,253 70,971 467,177 564,402 27,202 74,271 466,354 567,827 of which Life & Savings liabilities relating to contracts including a surrender option with some surrender benefi t before maturity 13,299 51,713 338,990 404,001 14,242 54,621 336,096 404,959 14.9.2. Insurance and investment contract liabilities – discount rates
As shown in the table below, as of December 31, 2013: 88%
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 fi nancial statements at closing mainly consist of reserves for guarantees (Guaranteed
The rates presented in the table below are weighted average rates for all the portfolios under consideration. For contracts with guaranteed rates that are revised annually, rates are considered at the closing date. The risk factors associated with policyholders contracts are set out in Note 4.
Life & Savings – locked-in discount rate (a) 249,271 2.34% 260,239 2.43%
Life & Savings – unlocked discount rate 35,446 3.40% 38,624 3.12%
Amounts are presented excluding the impact of derivatives on insurance and investment contracts (presented in Note 20.4) and excluding liabilities related to unearned revenues and fees, and to policyholders’ participations. Liabilities relating to contracts where the fi nancial risk is borne by policyholders are also excluded.
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 be larger than what the contract account balance could purchase at then-current annuity purchase rates.
Macro-hedge derivatives and other derivatives relating to liabilities arising from banking activities (138) (138) (204) (204)
Group applies the IFRS 13 fair value hierarchy as described in Note 1.5. Such fair values are mainly based on observable market data inputs and are therefore considered as level 2 fair values.
The fair values of macro hedge derivatives and other derivatives relating to liabilities arising from banking activities are mainly based on observable market data and are therefore considered as level 2 fair values.
More than 1 year up to 5 years More than 5 years or less
Other liabilities arising from banking activities - 1,302 1,185 2,487 179 1,500 859 2,538
I Note 16 Provisions for risks and charges 1 6.1. BREAKDOWN OF PROVISIONS FOR RISKS AND CHARGES
Provisions relating to employee benefi ts and share-based compensations are commented in Note 26 “Employees”.
mainly in the United States (€571 million). Other provisions for risks and charges other than provisions for tax liability amounted to €814 million mainly in the Holdings (€389 million), France
AXA Investments Managers (€70 million). For more details on litigations, please refer to Note 31.
Debt component of subordinated convertible notes, 3.75% due 2017 (€) 1,549 1,482
Euro Medium Term Notes, 6.0% due through 2013, and BMTN - 841
Other fi nancing debt instruments issued (under €100 million) 132 221
Derivatives relating to other fi nancing debt instruments issued (a) (53) 1
(a) Hedging instruments according to IAS 39 and economic hedge derivatives which are not acting as hedge under IAS 39.
Main movements on fi nancing debt during the period were the following: ■ the issuance of €1 billion subordinated debt due 2043
(5,125% annual coupon, fi xed until the fi rst call date in
Financing debt owed to credits institutions at cost 853 846 831 816
Data used when calculating the fair value of fi nancing debt are period-end market data that refl ect (i) interest rates by currency, (ii) AXA’s average spread by maturity and currency, distinguishing subordinated and senior debt and (iii) options included in issued contracts, such as issuer redemption options.
Payables arising from direct insurance and inward reinsurance operations 8,317 8,955
(c) Excludes debt relating to investments under lending agreements and equivalent in Bank segment (see Note 15).
“Debt relating to investments under lending agreements and equivalent” totaled €20,909 million as of December 31, 2013, a decrease of €3,488 million compared with December 31, 2012, or €1,854 million at constant exchange rate, mainly due to the decrease of repurchase agreements activity in Switzerland.
OTHER DEBT INSTRUMENTS ISSUED, NOTES AND BANK OVERDRAFTS (OTHER THAN FINANCING DEBT) 3,574 4,334
As of December 31, 2013, other debt instruments issued and bank overdrafts (other than fi nancing debt) totaled €3,574 million, a decrease of €760 million compared to
The fair value of other debt instruments issued and bank overdrafts (other than fi nancing debt) was €3,589 million as of December 31, 2013. Among the elements included in the preceding table, fair value is only calculated for other debt instruments issued.
The increase in payables arising from direct outward reinsurance operations was mainly driven by the reinsurance in 2013 of a certain block of AXA France Life & Savings business against external market events with a corresponding reduction of minimum capital requirement under the current solvency regime.
The table below sets out the contractual maturities of other debt instruments issued, notes and bank overdrafts (excluding the impact of derivatives which is detailed in Note 20.4). Effective maturities may differ from those presented, mainly because some instruments include clauses allowing early redemption, with or without penalty.
The income tax charge was split as follows: (In Euro million) December 31, 2013
Deferred tax assets not recognized on tax losses of the year 47 34
Derecognition/Recognition of DTA on temporary differences of prior years (other than tax losses) (b) (23) 4
and a temporary exceptional contribution (3.6%). The blended standard rate was 30% in 2013 and 30% in 2012.
Permanent differences mainly represent the impact in some countries of non-deductible fi nancial impairments and realized capital losses on equity instruments, or non taxable dividends and realized capital gains on equity instruments.
■ Reserves relating to gains and losses on defi ned benefi ts pension plans 971 6 965 1,453
The change in scope was mainly driven by the sale of MONY portfolio in the United States.
The tables below break down (i) in the fi rst part the maturity by which the Group expects to use the DTA accounted at year end and the corresponding tax losses carried forward, (ii) in the second part, the “expiration date” of the DTA, i.e. the latest date at which the
The slight increase in tax losses carried forward in 2013 mainly concerns the United States, partly offset by a decrease in Japan and in the Company.
The €15,708 million Deferred Tax Assets (DTA) included €2,216 million of DTA on tax losses carried forward as of December 31, 2013.
In 2012, the €2,115 million net DTL position included €19,147 million DTA of which €2,160 million DTA on tax losses carried forward.
DTA recognised on tax losses carried forward 8 14 7 21 77 16 73 114 1,830 2,160
Main reasons for the evolution in the use of derivatives (mostly interest rates, currency derivatives and credit derivatives) are detailed in Note 20.2.
Note: This table includes all derivatives (assets and liabilities) as described in Note 1.10, i.e. hedge, macro-hedge and other asset or liability positions.
Liability Management (ALM) strategy in insurance companies, as well as holdings and banks. Notional amount of such hedging strategies amounted to €393.1 billion (€447.7 billion at the end of 2012) and includes: (i) managing interest rate exposures on fi xed maturity investments, long-term debt and guaranteed interest rates on insurance contracts; (ii) reducing foreign-currency exposures on foreign-currency denominated investments and liabilities; (iii) managing liquidity positions (including the ability to pay benefi ts and claims when due) in connection with Asset
Liability Management and local regulatory requirements for insurance and banking operations; (iv) limiting equity risk; and
actively manages counterparty risk generated by derivatives through a specifi c Group-wide policy. This policy includes a limit framework and an exposure monitoring process. Limits are specifi cally set for each authorized counterparty, based on an internal scoring system. This policy also includes daily to weekly collateralization for the majority of the Group’s exposure. The total net collateral received or given for all derivative instruments including those related to derivatives held within investment funds of the “satellite investment portfolio” (see Note 1.8.2)
was €-1,6 b illion at December 31, 2013. This net total includes amounts recognized in the Consolidated Statement of Financial
Position and unrecognized commitments received or given disclosed in Note 29.
extensive use of derivatives is the major way to decrease the risk of the options and guarantees that are implicit in most Life
Regulation (EMIR) as a result of portfolio compression, and (ii) the derivative portfolio restructuring program in the
Company. This was partly offset by an increase of derivatives used for duration gap management purposes; ■ notional amount of currency derivatives decreased by €-23.8 billion mainly driven by the restructuring of the derivative portfolio at the Company in order to reduce counterparty risk; ■ notional amount of credit derivatives decreased by €-4.0 billion mainly driven by the natural run off of Negative
These instruments are mainly used to: (i) hedge interest rate risk and interest volatility risk as part of the Asset Liability Management strategy associated with the guaranteed minimum benefi ts on Variable
& Saving for €55.6 billion (versus €36.8 billion in 2012) and in Japan Life & Saving for €24.7 billion in 2013 (versus €23.6 billion in 2012); (iii) minimize the cost of Group debt and limit the short-tomedium term volatility of its net interest expenses mainly in the Company, with notional amount of €59.8 billion in 2013 versus €80.3 billion in 2012, due to the restructuring of its derivatives portfolio slightly offset by new positions linked to the lengthening of the duration.
Europe, in order to manage an interest rate exposure between its interest-earning assets and interest-bearing liabilities mainly by interest rate swaps (notional value of €15.3 billion in 2013 versus €18.8 billion in 2012).
As of December 31, 2013, the notional amount of equity derivative instruments totaled €22.3 billion (€23.1 billion at the end of 2012). Their net fair value as of December 31, 2013 totaled €256 million (€18 million at the end of 2012). AXA
mainly uses (i) Equity puts and calls (48% of total notional amount of equity derivative instruments) and (ii) Equity futures and forwards (38%).
& Savings (notional amount of €0.4 billion in 2013 compared with €0.8 billion in 2012); (ii) hedge the exposure to equity risk within the general account assets, protecting policyholders’ investments and their guaranteed liability over time, mainly in the United
In 2013, the notional amount of currency derivative amounted to €88.2 million versus €112.0 billion in 2012. Their market value was €-1,226 million versus €-1,361 million in 2012. AXA
A description of Exchange-rate risk related to the operating activities of Group subsidiaries and the Company is included in section 3.3 Quantitative and qualitative disclosures about risk factors with amounts of exposures to exchange-rate risk and corresponding hedges.
In accordance with IAS 21 and IAS 39, the translation difference relating to these debt instruments used in operational entities is recognized in profi t & loss and offsets most of the change in market value of associated derivative instruments, which is also recognized in profi t & loss.
Credit derivative instruments are mainly used to: (i) hedge credit risk involving the purchase of CDS as a protection mainly on single corporate names or specifi c portfolios (notional amount of €3.5 billion in 2013 versus €5.3 billion in 2012); (ii) implement credit risk hedging strategies by purchasing bonds and protection on the same name (i.e. CDS). During stressed market conditions, the credit derivative market is indeed more liquid than the cash market. For instance, holders of cash bonds may be unwilling or unable to sell the bonds that they hold as part of their longer-term investment strategies. For this reason, rather than simply selling their bonds, they turn to the CDS market to buy protection on a specifi c company or issuer and thus, contribute to increase the CDS market liquidity. This creates
strategies, leading to the creation of an asset that can be compared to a risk-free asset. CDS protections use by AXA in this context amounted to €4.0 billion in 2013 versus €5.1 billion in 2012; (iii) enhance the return mainly on government bonds portfolios by holding government bonds and at same time selling protection on very good quality names as an alternative to the direct purchase of a corporate bond. This type of
Investment in real estate properties 17,650 - 17,650 2,116 - 2,116 19,766 - 19,766
Assets backing contracts where the fi nancial risk is borne by policyholders 162,186 1 162,186 - - - 162,186 1 162,186
(a) Carrying value, i.e net of impairment, discount premiums and related amortization, including accrued interest, but excluding any impact of derivatives.
Assets backing contracts where the fi nancial risk is borne by policyholders 147,171 (9) 147,162 - - - 147,171 (9) 147,162
(c) Carrying value (see (a)), but including effect of hedging instruments (IAS 39), economic hedging instruments not acting as hedging under IAS 39, macro-hedge and other derivatives.
Liabilities arising from insurance contracts where the fi nancial risk is borne by policyholders 125,593 2 125,595 113,921 (29) 113,891
TOTAL LIABILITIES ARISING FROM INSURANCE CONTRACT 474,001 (530) 473,470 476,299 (959) 475,340
Macro-hedge and other derivative instruments on insurance and investment contracts (liabilities) - (533) (533) - (1,038) (1,038)
As of December 31, 2013, derivatives related to banking liabilities shown in Note 15 are used to hedge interest rate risk exposures in the context of ordinary banking activities, in order to achieve an appropriate interest rate spread between its interest earning assets and interest bearing liabilities. Related hedged assets are disclosed in Note 9.4.2 and liabilities in Note 15.
Financing debt owed to credit institutions 853 - 853 831 - 831
Liabilities arising from banking activities 35,512 (138) 35,374 33,698 (204) 33,494
Instruments not quoted in an active market or no active market
Net value of derivative instruments – assets (1) (215) (1,678) - (1,893) 651 (2,997) - (2,346)
Derivative instruments relating to insurance and investment contracts 13 (1,099) - (1,086) 2 (2,055) - (2,053)
Macro-hedge banking activities and other derivatives 20 (115) - (95) 39 (165) - (126)
Principles applied by the Group in order to proceed with the classifi cation of fi nancial instruments into the IFRS 13 fair value hierarchy categories and the fair value hierarchy applicable to such instruments are described in Note 1.5. Same principles apply as far as derivatives instruments are concerned.
For more information about the Group’s segments identifi cation, please refer to page 223 to 227 of Note 3 Statement of income by segment.
INTERNATIONAL INSURANCE 3,143 2,987 of which direct premiums 2,244 2,059 of which reinsurance assumed 670 705 of which revenues from other activities 228 222
(d) Before 2013, AXA Japan closed its full year accounts at September 30. Given signifi cant movements in foreign exchange rates between September 30, 2012 and December 31, 2012, balance sheet items at December 31, 2012 were translated using December 31, 2012 exchange rates. Starting with 2013 annual accounts, AXA Life Japan aligned its closing date with the Group calendar year.
(a) Excludes liabilities relating to unearned revenues and fees, and policyholder bonuses, along with derivatives relating to insurance and investment contracts.
Fees, commissions and other revenues 228 222 - 21. 3.4. Liabilities arising from insurance contracts in the Proerty & Casualty and international insurance segments
TOTAL – PROPERTY & CASUALTY INCLUDING INTERNATIONAL INSURANCE 32,791 10,452 1,230 172 44,645 15,174 59,818 21.4. NET REVENUES FROM BANKING ACTIVITIES
Non consolidated investment funds designated as at fair value through profi t or loss 306 - 36 - 342
Assets backing contracts where the fi nancial risk is borne by policyholders - 22,180 22,180
Net realized gains and losses and change in fair value of other investments at fair value through profi t or loss
Non consolidated investment funds available for sale 227 196 (16) (81) 326
Other assets held by consolidated investment funds designated as at fair value through profi t or loss 82 - (44) 38
Assets backing contracts where the fi nancial risk is borne by policyholders - 14,186 14,186
Premiums ceded and unearned premiums ceded (2,668) (1,842) (940) 400 (5,049)
Claims ceded (including change in claims reserves) 2,165 948 302 (267) 3,148
Claims ceded (including change in claims reserves) 1,479 675 326 (210) 2,269
In 2013, fi nancing debt expenses, which includes income and expenses relating to hedging derivative instruments on fi nancing debt, amounted to €618 million (€568 million in 2012) mainly in the Company: €536 million (€505 million in 2012).
Change in deferred acquisition expenses and equivalents (c) (751) (3) (16) (770) - - - - (770) (1,349)
(c) Change (capitalization and amortization) in deferred acquisition expenses 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.
December 31, 2012. Excluding the favorable forex impact and the effect of the alignment of AXA Life Japan closing date with the Group calendar year in 2013, expenses increased by €40 million, following: ■ higher expenses both in high growth markets and Direct activities; partly offset by: ■ productivity programs leading to decrease in administrative and acquisition expenses in mature insurance markets.
(b) Including redundancies and early retirement expenses (triggering event = set up of the plan), and profi t sharing with employees in France.
In Switzerland, the benefi t plan is a Swiss contribution-based plan classifi ed as a defi ned benefi t plan under IAS 19 because of guarantees, risks related to mortality and disability coverage.
In the United Kingdom, United States and Germany, pensions in payment are generally updated in line with the retail price index or infl ation, oppositely to other countries where pensions generally do not necessarily receive infl ationary increases once in payment.
Most of the defi ned pension benefi t plans are funded through long-term employee benefi t funds or covered by insurance policies or mutual funds. In the United Kingdom, Switzerland and Belgium, the main defi ned benefi t plans are contributory pension plans whereas in the United States, France and
In August 2013, the Swiss Pension Plan was amended (with effect from January 1, 2014) to refl ect the gradual decrease of the conversion rate at retirement and the increase in the retirement credits or guarantees for some employees.
Pension benefi t obligation – assumptions as of December 31, 2012
Benefi ts directly paid by the employer (314) (331) (37) (42) (351) (373)
Defi ned Benefi t Obligation at the end of the year (A) 16,787 17,937 546 705 17,333 18,641
Fair value of separate assets at the beginning of year 1,041 952 - - 1,041 952
Amount paid in respect of settlements - - - - - -
Fair value of separate assets at the end of the year 1,038 1,041 - - 1,038 1,041
Pension benefi ts Other benefi ts Total restated (a) 2013 restated (a) 2013 restated (a)
Cumulative effect of asset ceiling at the end of the year 10 10 - - 10 10
Net balance sheet position (including separate assets) (6,223) (7,743) (542) (700) (6,765) (8,443)
“Other benefi ts” include postretirement benefi ts other than pensions, principally health care benefi ts, and post employment benefi ts after employment but before retirement.
Interest income on separate assets (22) (36) - - (22) (36)
26.2.6. Change in the liability (net of plan assets but excluding separate assets and assets within the insurance general accounts backing employee benefi ts) recognized in the statement of fi nancial position
Assets and assets within the insurance general accounts that are backing employee benefi ts.
Separate Assets totaling €1,038 million as of December 31, 2013 (€1,041 million as of December 31, 2012) mainly in
France and Belgium. This represents the fair value of assets backing Defi ned Benefi t Obligations covered by both insurance policies written within the Group that provide direct rights to the employees and insurance policies with related parties that are outside the scope of consolidation. Under these circumstances, these assets are not Plan Assets deducted from pensions’ DBO (Defi ned Benefi t Obligation), but represent reimbursement rights accounted for as Separate Assets under
Assets resulting from these insurance policies follow the normal elimination procedures for intra-group transactions.
Consistently with IAS 19 requirements, the roll-forward of the statement of fi nancial position liability from January 1, 2013 to
Pension and other benefi ts expense (375) (536) (32) (36) (407) (571)
Actuarial gains and losses recognized in OCI 1,062 (1,041) 131 (88) 1,193 (1,129)
A description of the risk that pension schemes are exposed to is presented in Note 26.2.10. The sensitivity analysis for signifi cant actuarial assumptions showing how the defi ned benefi t obligation (totaling €17,333 million) would have been affected by changes in the relevant actuarial assumption that is reasonably possible for year ended as of December 31, 2013 is presented below: ■ the effect of 0.5% increase (respectively 0.5% decrease) in discount rates would result in a decrease of 7.1% (respectively increase of 7.6%) in the defi ned benefi t obligation; ■ the effect of 0.5% increase (respectively 0.5% decrease) in infl ation rates would result in an increase of 4.3% (respectively decrease of 3%) in the defi ned benefi t obligation, and
in salary growth rates would result in an increase of 0.8%
The sensitivity analysis are performed plan by plan using the projected unit credit method (same than the method applied when calculating the defi ned benefi t liability recognised in the statement of fi nancial position) and are based on a change in an assumption while holding all other assumptions constant.
(and legal) requirements, the pension fund of AXA Switzerland is not underfunded and therefore there is no requirement of additional contributions from AXA.
Statement of fi nancial position liability (a) (7,261) (8,783) (542) (700) (7,802) (9,484)
Assets other than plan assets (b) 2,747 2,848 - - 2,747 2,848
The estimated amount of 2014 employer contributions for pension benefi ts is €287 million (€325 million estimated in 2012 for 2013).
The following tables disclose the fair values of plan assets and their level within the fair value hierarchy for the Defi ned Benefi t plans of
(a) The other category of plan assets mainly includes Investment funds, Derivatives and Cash or Cash Equivalent.
26.2.10. Management of risks specifi c to the G roup arising from defi ned benefi t plans
Local operating entities and trustees have the primary responsibility for managing the risks plans are exposed to through a defi ned benefi t plan, in accordance with local legislation if any and the risk framework defi ned at local Level.
Defi ned benefi t plans expose AXA mainly to market investment risk, interest rate risk, infl ationary risk and longevity risk: ■ a decline in asset market value (equity, real estate, alternatives etc.) will immediately increase the balance sheet liability and the near-term cash-fl ows for countries where there is a minimum funding requirements; ■ a decrease in corporate bond yields will result in an increase in plan liabilities even if this effect will be partially offset by an increase in the value of the plans’ bonds; ■ and an increase in infl ation rate or an increase in life expectancy will result in higher plan liabilities.
(b) Net position (excluding separate assets) for pension benefi ts and other benefi ts as reported in Note 26.2.6.
(c) Included in the net position above but the contribution of held for sale operations is stated on separate asset and liability items on the statement of fi nancial position.
(d) It corresponds to a liability of €8,013 million (as of December 31, 2013) included in the statement of fi nancial position under the caption “provision for risks and charges”, and an asset included in the statement of fi nancial position under the caption “other receivables”.
S toxx Insurance I ndex. In 2013, for all benefi ciaries, the vesting of the fi nal installment will be subject to the fulfi llment of the market performance condition regardless of the number of options granted.
Management Committee are subject to the fulfi llment of this market performance condition.
The following table shows AXA SA stock options granted under all plans: Options (in million) Weighted price (in Euro )
The number of outstanding options and the number of exercisable options are shown below by maturity date: Expiry year of options (in million)
The option pricing assumptions and fair value for plans issued in 2013, 2012, 2011, and 2010 are as follows: Assumptions (b)
Weighted average fair value per option at grant date (in Euro ) (a) (c) 1.36 1.81 1.78 2.24
(a) The options with market performance criteria were valued at €1.28 per option granted in 2013 and €1.33 per option granted in 2012, based on a Monte-Carlo model. The options without performance criteria were valued at €1.43 per option granted in 2013 and €2.12 per option granted in 2012, based on the Black & Scholes model.
The terms and conditions of AXA Financial’s share-based compensation programs generally were not impacted by the delisting and deregistration except that AXA ordinary shares generally will be delivered to participants in lieu of AXA ADRs at exercise or maturity of outstanding awards and new offerings are expected to be based on AXA ordinary shares.
In addition, due to United States securities law restrictions, certain blackouts on option exercise are expected to occur each year when updated fi nancial information for AXA will not be available.
The traditional plan allows employees to purchase, through a personal investment, AXA shares (either through mutual funds
The cost of this plan is valued taking into account the fi veyear lock-up period, as recommended by the ANC (“Autorité
des Normes Comptables”). The ANC 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 fi nance the loan. For the leveraged plan, the cost also includes the opportunity gain implicitly provided by AXA by enabling its employees to benefi t from an institutional price for derivatives as opposed to a retail price.
to the reference price). Subscriptions amounted to 18.8 million shares, increasing the share capital by €292.8 million. This offering represented a total cost of €8.0 million taking into account the fi ve-year lock-up period.
The table below shows the main features of the plan, the amounts subscribed, valuation assumptions, and the cost of the plan for 2012 and 2013: Traditional Leveraged Traditional Leveraged
Total number of shares subscribed (in million shares) 1.4 17.4 1.9 27.8
[B] Cost of the lock-up for the employee 19.73% 12.88% 19.81% 17.07%
(a) Plan 2+2: grants with a two-year vesting period followed by a two-year post-vesting transfer restrictions period.
The free shares are valued using the ANC (“Autorité des Normes Comptables”) approach described in the AXA Group Shareplan section using assumptions adapted to the structure of the plan (2+2 or 4+0 plan), based on a market price of €13.18 per share on
Performance Shares are granted to executive offi cers and other key employees in France. These performance Shares plans are equity-settled award plans subjected to a nonmarket performance criteria and have a two-year vesting period followed by a two-year restrictions period.
In 2013, the valuation was based on a market price of €13.97 per share at grant date and an estimate 5% pre-vesting lapse rate per year. The grant date fair value of Performance Shares granted in 2013 was €9.78 (€8.74 for 2012 grants).
During the vesting period, the Performance Units initially granted are subject to non-market performance criteria.
For 2010 grants, the employing entity at the end of the vesting period in 2012 has paid in cash the fi rst half of the Performance
For the cash-settled instruments, the expected payment at the maturity date of the instrument is revised at each closing dates and amortized over the vesting period (prorata temporis).
In 2013, AXA establishes common terms and conditions for the attribution of “International Performance Shares” to eligible employees. Under this 2013 International Performance Shares
(PSi) plan, benefi ciaries of International Performance Shares have the right to receive at the Settlement Date, a certain number of
Performance Shares recorded as of December 31, 2013, was €130.4 million in earnings (€66.5 million as of December 31, 2012).
Managers or its subsidiaries shares or, more specifi cally rights to acquire shares upon completion of a two or four years vesting period depending on applicable local regulations, and subject to fulfi lment of certain performance conditions typically measured as average performance of the fi rst two years of the vesting period. The Performance condition is based on the achievement of Actual AXA Investment Managers Underlying
Most of the awards granted in 2012 and in 2013 contained the same conditions as awards amended in 2011, resulting in the immediate recognition of the cost of these awards instead of an amortization over a maximum of four years.
(€113.1 million in December 2012) of which €106.1 million in the form of Restricted AB Holding Units (€92.2 million in 2012), elected in December 2013 and representing 6.5 million restricted AB Holding Units (6.5 million in 2012).
Moreover, options to acquire AB Holding Units were granted as follows: 37,690 options were granted during 2013, 114,443 options were granted during 2012; 70,328 options were granted in 2011.
At the end, the 2013 total cost amounted to €104.3 million
■ Short-term benefi ts: compensation paid to members of the Management Committee in 2013 totaled €13.8 million
Long-term benefi ts: ■ Amounts provisioned or recognized by AXA SA and its subsidiaries for the payment of pensions or retirement benefi ts to the members of the Management Committee totaled €62.2 million as of December 31, 2013 (46.0 million as of December 31, 2012).
At December 31, 2013, the Group employed 93,146 salaried people on a full-time equivalent basis (94,364 at the end of 2012).
The decrease of salaried employees by 1,218 in 2013 was mainly driven by: ■ the United Kingdom & Ireland (-757) driven by restructuring plans in the Wealth management business, in particular the bancassurance channel, together with non replacement of
IT contractors; ■ Germany (-465) due to effi ciency programs; ■ the United States (-383) mainly due to restructuring plans, offshoring and outsourcing; ■ AXA Investment Managers (-291) mainly following the sale of a majority stake of AXA Private Equity; ■ Belgium (-264) mainly following effi ciency programs; ■ France (-230) mainly due to a decrease in commercial and administrative staff; partly offset by: ■ D irect business (+982) mainly driven by the inclusion of Natio
Ergo Daum as well as new recruitements following business growth in all countries.
Net income including impact of undated subordinated debt A 4,198 3,765 3,861
Potentially dilutive instruments: Fully diluted – weighted average number of shares (d) D 2,397 2,349 2,349
FULLY DILUTED NET INCOME PER ORDINARY SHARE F = A/D 1.75 1.60 1.64
(b) As described in Note 1.2.1, comparative information related to previous periods was retrospectively restated for the amendments to IAS 19.
In 2013, net income per ordinary share stood at €1.76 on a basic calculation, all attributable to continuing operations, and €1.75 on a fully diluted basis also all attributable to continuing operations.
In 2012 restated, net income per ordinary share stood at €1.61 on a basic calculation, all attributable to continuing operations, and €1.60 on a fully diluted basis also all attributable to continuing operations.
Before the restatement required by the amendments of IAS 19, full year 2012 net income per share stood at €1.65 on a basic calculation and €1.64 on fully diluted basis.
(the “Subsidiaries”), are parties to a management agreement pursuant to which the Subsidiaries provide a full range of management services to manage the insurance operations and portfolios of the Mutuelles AXA. This agreement includes provisions designed to ensure the legal independence and protection of the respective clients’ portfolios of the Mutuelles
GIEs to which the Company was party during 2013 covered a variety of common services including services performed by the Group’s central functions (GIE AXA) for the benefi t of AXA
Group companies (e.g. fi nance, accounting and reporting, tax, legal, marketing and brand, internal audit, human resources, procurement, information systems, risk management, cash management) as well as certain other services. Expenses invoiced by these GIEs to the Company and its subsidiaries are generally invoiced at cost and are included in the consolidated expenses refl ected in the Company’s audited consolidated fi nancial statements. Expenses invoiced in 2013 and 2012 amounted to respectively €548 million and €551 million for GIE
In addition, the Company may enter into various other types of transactions with its subsidiaries and affi liates from time to time for various other business purposes including in connection with liquidity, solvency and capital management initiatives designed to promote effi cient use and fungibility of the Group’s capital resources. These transactions may involve loans or other types of credit arrangements, acquisitions or sales of assets, securities or other fi nancial instruments (including swaps or other types of derivatives), securitization transactions, and /or other types of arrangements or transactions to which the Company may be a direct party and/or guarantor.
AXA Group companies 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 in general. In addition, certain members of the Board of Directors are corporate offi cers, directors or have interests, directly or indirectly, in companies that may have agreements or enter into transactions from time to time with AXA Group entities including extensions of credit, loans (including investments in loans to French midcap companies developed by AXA France with banking partners) 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 agreements or deals are generally fully negotiated and performed on arm’s length terms and conditions.
Consistent with the principles set forth in Note 1.3.1 “Scope and basis of consolidation” to the fi nancial statements, (i) AXA’s investments or other arrangements with non-consolidated special purpose entities (SPEs) do not allow AXA to exercise control over such SPEs; and (ii) SPEs controlled by AXA
These commitments broke down as follows: Financing commitments received totaled €14,613 million at the end of 2013, and mainly consisted of: ■ credit facilities received from banks for €12,679 million in the Company including €5,779 million stand-by credit lines, €5,500 million credit agreements and €1,400 million credit facility; ■ €907 million at AllianceBernstein including €726 million commitment lines with various banks and other lenders and €181 million stand-by credit lines; ■ €464 million stand-by credit lines at AXA Banque; ■ €373 million commitment lines granted to Japan Life
(€252 million) related to mortgages as guarantees for debt instruments; ■ €1,159 million mainly from France Life & Savings
Pledged securities and collateralized commitments 21,366 127 189 12,742 34,424 38,549
Guarantee commitments given totaled €7,799 million at the end of 2013, and mainly consisted of: ■ €7,564 million guarantee commitments given to credit institutions mainly from the Company with guarantees related to loans (€3,883 million) and from AXA Bank Europe through the issue of own debt with guarantees related to the contractual repayment (€1,552 million) and guarantees in case of insolvency or default in (€1,356 million); ■ €235 million guarantee commitments given to customers mainly at AXA Banque (€109 million), France Life & Savings
(€1,738 million); ■ €9,845 million in AXA Bank Europe to fi nancial institutions in respect of security repurchase agreements and similar operations (€9,419 million) and pledged assets and collaterals for derivatives instruments (€424 million); ■ €7,989 million in Japan Life & Savings, including pledged assets for security repurchase agreements and similar operations (€5,540 million) and derivative transactions
United Kingdom Property & Casualty (€306 million); ■ €1,609 million guarantees given by the Company as part of
and the United States Life & Savings (€432 million); ■ €381 million guarantees given by the Company as part of acquisition and disposal of companies; ■ €234 million of unamortized balance of the Company’s subordinated debt instruments: the Company issued subordinated debt with reimbursement premiums which are amortized over the life of the instrument at the effective interest rate for each debt.
AXA subsidiaries are required to indemnify their employees and directors against certain liabilities and costs that they may incur from time to time in performing activities within the scope of their duties. These activities may include, for example, service as a director, offi cer, 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 benefi t of) the Group (e .g. joint ventures, partnerships, or specialpurpose investment Companies or funds). The potential amount of compensation relating to commitments covered by these obligations cannot be evaluated with any certainty.
Euro against foreign currencies in 2013 and future periods may adversely affect AXA’s results of operations and the price of its securities. In addition, the currency hedges used by AXA to manage foreign exchange rate risk may signifi cantly impact the
Messrs. Xavier Crépon and Michel Laforce, fi rst appointed on February 28, 1989. The current appointment is for a term of 6 years, until the General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year 2017.
MAZARS: 61, rue Henri Ré gnault – 92400 Courbevoie Cedex, represented by Messrs. Philippe Castagnac and Gilles Magnan, fi rst appointed on June 8, 1994. The current appointment is for a term of 6 years, until the General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year 2015.
According to Article 222-8 of the Autorité des marchés financiers (AMF) General Regulations, the table below distinguishes the fee amounts paid by AXA to each of the
Legal, tax and employment consulting 4,332 4,107 11% 10% 52 11 0% 0%
With respect to all signifi cant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable, and the amount of the loss can be reasonably estimated, we establish a reserve and record an estimated loss for the expected outcome of the litigation. However, it is often diffi cult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to inherent uncertainties, particularly when plaintiffs allege substantial or indeterminate damages, the litigation is in its early stages, or when the litigation is highly complex or broad in scope.
AKAG and KVAG shareholders brought an action in Germany alleging that the cash compensation offered by AXA SA was not adequate. Management believes that these claims are without merit and intends to vigorously defend them. Management also believes that these judicial proceedings are likely to continue for a signifi cant period of time before they are defi nitively resolved due to the complexities, procedural and otherwise, of this matter.
“Subsidiary SEC Reports”). The Subsidiary SEC Reports are publicly available and Management encourages readers of the fi nancial statements to consult the Subsidiary SEC Reports for a full description of all the various litigations and related matters in which these subsidiaries are involved. Copies of the
“Investment Company Act”), for alleged excessive fees paid to AXA Equitable and FMG LLC for investment management services and asserts a variety of other claims including unjust enrichment. Plaintiff purports to fi le the lawsuit as a class action in addition to a derivative action and seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses and reserves the right to seek punitive damages where applicable. In January 2013, a second lawsuit was fi led in the United States District Court of the District of
Litigation”). The lawsuit was fi led derivatively on behalf of eight funds, four of which are named in the Sivolella lawsuit as well as four new funds, and seeks recovery under Section 36(b) of
Section 36(b) of the Investment Company Act for recovery of alleged excessive fees paid to FMG LLC in its capacity as administrator of EQ Advisors Trust. The Plaintiffs seek recovery of the alleged overpayments, or alternatively, rescission of the contract and restitution of the excessive fees paid, interest, costs and fees. AXA Equitable believes that it has strong defenses to these claims and will defend them vigorously.
AllianceBernstein believes that it has strong defenses to these claims, which are set forth in its October 12, 2012 response to the Letter of Claim, and will defend this matter vigorously.
Sistema KLEC, alleging breach of contract in connection with an arrangement entered into by AXA Spain in 2008 for the development of up to 125 agencies. The plaintiff claims damages on alternative theories for amounts ranging from approximately €149 million to €623 million. AXA Spain believes that it has strong defenses to these claims and will defend them vigorously. The trial in this case was completed in January, 2014 and a decision of the court is expected in the fi rst half of 2014.
A decision of the Paris Court of Appeals in September 2013 held that AGIPI and AXA France Vie are required to maintain a guaranteed 4.5% interest rate on a life insurance contract held by an AGIPI member in spite of a 1998 reduction of this rate that the court ruled was not effective under the specifi c circumstances in this case. While this case concerned a single policyholder, AXA France Vie and AGIPI have received inquiries from a number of other policyholders with similar life insurance contracts following the September 2013 decision and are in the process of examining these inquiries.
in Part 3 of this Annual Report and Note 29 to the Group’s consolidated fi nancial statements in Part 4 of this Annual
I Note 32 Subsequent events 32.1. PLACEMENT OF GBP 750 MILLION SUBORDINATED NOTES
December 31, 2013, on: ■ the audit of the accompanying consolidated fi nancial statements of AXA; ■ the justifi cation of our assessments; ■ the specifi c verifi cation required by law.
In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Group at December 31, 2013 and of the results of its operations for the year then ended in accordance with International
We have assessed the appropriateness of the fi nancial asset valuation process, as well as the information disclosed in the above mentioned notes; ■ certain consolidated statement of fi nancial position items that are specifi c to the insurance and reinsurance business are estimated on the basis of statistical and actuarial data, such as technical reserves, policyholders’ deferred participation, 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 1.14, 1.7.3 and 1.7.2 to the consolidated fi nancial statements.
We ensured that the valuation approaches used were based on assumptions that are consistent with the forecasts resulting from the strategic plans established by the Group. We also examined the information gathered by the Group to justify the other assumptions used as well as the sensitivity tests performed; ■ deferred tax assets and liabilities are recorded and measured using the methods described in Note 1.17.1 to the consolidated fi nancial statements.
As required by law and in accordance with professional standards applicable in France, we have also verifi ed the information presented in the Group’s management report.
Michel Laforce – Xavier Crépon Philippe Castagnac – Gilles Magnan *This document is the English translation of the original legal statutory audit report which is, by law, prepared in French.
All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information therein, the original language version takes precedence over this translation. This English version should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France.
We summarize below certain material provisions of applicable French law, in force at the fi ling date of this Annual Report, and of our Charter (“Statuts”). You may obtain copies of our Charter in French from the Paris Trade and Companies Register (“Registre du commerce et des sociétés”).
Notwithstanding the term of offi ce for which the Chairman of the Board of Directors is appointed, his/her functions shall terminate, at the latest, at the end of the Ordinary Shareholders’
Meeting convened to approve the fi nancial statements of the preceding fi scal year and held during the year the Chairman reaches the age of seventy.
Executive Offi cer is appointed, his/her functions shall terminate at the latest at the end of the Ordinary Shareholders’ Meeting convened to approve the fi nancial statements of the preceding fi scal year and held during the year the Chief Executive Offi cer reaches the age of sixty-fi ve. The same rule applies for the
In accordance with the Afep - Medef Code, the directors shall be shareholders of the Company and own a signifi cant number of shares in the Company; if they do not own such shares at the time they are fi rst appointed, they shall use their directors’ fees to acquire AXA shares. Accordingly, the
This subscription right is transferable and normally trades separately during the subscription period for a capital increase.
(“société anonyme”) have the power to amend the Charter of the Company. Such an amendment generally requires the approval of two-thirds of the shareholders attending or represented at an Extraordinary Shareholders’ Meeting.
This ownership is justifi ed by an accounting entry showing the number of shares in the name of the shareholder (or the intermediary for the account), on the third business day preceding the meeting at midnight (Paris time), either in the registered share accounts kept by the Company or in the bearer share accounts kept by a qualifi ed intermediary.
States and other jurisdictions. However, a number of French law provisions including certain provisions of the European
Meeting. However, Shareholders’ Meetings of the respective shareholders of the merged and surviving companies are not required in the case of a merger of a wholly-owned subsidiary with its parent company.
Pursuant to Article 7 of AXA’s Charter, any person, acting alone or jointly, who comes to hold, directly or indirectly through companies it controls within the meaning of Article L.233-3 of the French Commercial Code, a number of shares representing 0.5% of the Company’s share capital or voting rights, shall notify the Company by registered letter with acknowledgment of receipt within fi ve days from the threshold crossing. This notifi cation shall detail the total number of shares and voting rights held as well as the total number of securities giving a differed claim to the share capital and the potential voting rights attached thereto.
The provisions of the Charter or the Bylaws shall not prevail over changes in the law governing the Company’s share capital.
APPENDIX II MANAGEMENT’S ANNUAL EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING 349
APPENDIX III STATEMENT OF THE PERSON RESPONSIBLE FOR THE ANNUAL REPORT 352
APPENDIX IX COMMISSION REGULATION OF APRIL 29, 2004 – CORRESPONDENCE TABLE 400
Article L.225-37 of the French Commercial Code, the composition of the Board of Directors and the gender balance on the Board, the conditions of preparation and organization of the Board of Directors’ work (Part 1) as well as the internal control and risk management procedures implemented by the Company (Part 2). The report also presents the principles and the rules adopted by the Board of Directors in order to determine the compensation and the other benefi ts granted to the corporate offi cers (Part 3). Finally, the report identifi es the Company’s Corporate Governance Code of reference and specifi es the provisions of that code, if any, that have not been applied by the Company and the reasons why they have not been applied (Part 4).
For information on the composition of the Board of Directors and the gender balance on the Board, as well as on the conditions of preparation and organization of the Board of
Code, the Chairman of the Board of Directors is required to report annually on internal control and risk management procedures implemented by the Company.
In this context, the following report provides a summary of the AXA Group’s principal internal control mechanisms and procedures that allow executives to conclude that the Group has a sound and comprehensive system of internal control well adapted to its business and the specifi c risks inherent to its activities. This report is not intended to provide a comprehensive description of all internal controls and procedures in place within the Company and its subsidiaries, but rather to provide an overview of the Group’s principal internal control mechanisms and procedures.
In preparing this report, the Chairman of the Board of Directors has consulted, as he deemed appropriate, AXA’s executives and has taken into account information furnished to the
In order to manage these risks, the Group has put in place a comprehensive system of internal controls designed to ensure that executives are informed of signifi cant risks on a timely and continuing basis, have the necessary information and tools to appropriately analyse and manage these risks, and that the
■ disclosure controls and procedures designed to ensure that executives have the necessary information to make fully informed disclosure decisions on a timely basis and that the Company’s disclosures on material information
Directors as well as the structure and composition of the Board of Directors’ Committees is set forth in section 2.1 “Corporate offi cers, executives and employees” of this Annual Report.
For more information about the Audit Committee’s assignments and activities, its composition and the principal matters it handled in 2013, please see section 2.1 “Corporate offi cers, executives and employees” of this Annual Report.
AXA’s principal subsidiaries, whether publicly traded or not, are generally governed by (i) a b oard of d irectors or a s upervisory b oard whose membership typically includes independent or non-executive directors and (ii) various board committees including a compensation committee and an a udit c ommittee, whose membership include independent or non-executive directors.
The Group Governance Standards require, among other things, the boards of AXA’s principal subsidiaries to establish an a udit c ommittee and a compensation committee. The a udit c ommittees have a critical role in reviewing fi nancial results and other fi nancial information prepared by the management, fi nancial reporting and control processes, critical accounting policies, particular accounting issues, key risks and systems of internal control, fraud and similar issues.
Chief Executive Offi cer and the Deputy Chief E xecutive O ffi cer in the operational management of the Group. The Management
AXA currently has a 19-member Executive Committee which is an internal committee composed of the members of
Committee is an internal committee which has no formal decision making power, it plays an important role in assisting the Executive Management to effectively manage the Group’s operating businesses, consider strategic initiatives and other subjects the Executive Management deems appropriate from time to time. The Executive Committee usually meets four times a year.
Management Committee; (2) assessing the status of Group transversal projects; and (3) exchanging ideas and information on key Group strategic orientations.
For more information about the Executive Committee including its composition, please see section 2.1 “Corporate offi cers, executives and employees” of this Annual Report.
Group Management Services (GMS) (1) d epartments focused principally on internal control and risk related matters
Several GMS Departments are responsible for managing and/or monitoring some aspects of internal control and/or risk related matters. H owever, the following four GMS Departments are primarily focused on these matters as part of their principal dayto -day management responsibilities: GROUP RISK MANAGEMENT DEPARTMENT
Group and is supported by local r isk m anagement teams within each operating unit. The types of risks covered include risks coming from the invested assets, from the insurance liabilities, asset/liability mismatch risks and operational risks.
AXA Group Accounting Manual and updated regularly by PBRC experts. These guidelines are submitted to
At entity level, AXA subsidiaries are responsible for entering and controlling accounting and fi nancial data that comply with the AXA Group Accounting Manual and refl ect consolidation rules under IFRS accounting standards. In this respect, the chief fi nancial offi cer of each entity signs off on the accuracy of consolidated fi gures reported through Magnitude and their compliance with both the Group accounting manual and instructions.
Groups which are organized around the substantive matters that the department manages on a continuing basis in addition to one-off projects or issues that arise from time to time.
The Group Head of Audit reports to the Chairman of the AXA
At each year-end, the in-scope AXA Group companies are required to perform an evaluation of their ICOFR as part of an internal certifi cation process. This process involves formal signoff by the Company’s process owners and culminates with a formal certifi cate signed by each Company’s CFO or another senior executive stating their conclusion as to the effectiveness of the Company’s ICOFR and certain other matters.
CFOs and certain other senior executives are required to certify various matters covered in AXA’s Annual Report.
process, these executives are required to review and comment on a number of transversal disclosures in the
Medef (Mouvement des Entreprises de France) in April 2010 and revised in June 2013 (hereafter the “Afep-Medef Code”), which is available at AXA’s registered offi ce or on its website
review, and not two days before as it is recommended by the Afep -Medef Code. However, the Company endeavours, to the extent possible, to provide the members of the Audit
Committee with the required documents early enough to allow their proper examination; ■ section 23.2.4 of the Afep -Medef Code relative to stock options and performance shares: (i) holding of shares subsequent to subscription options or allotment of performance shares: in 2007, the Company decided to implement strict rules pertaining to shareholding requirements for executive offi cers. This policy requires each executive offi cer to hold, during the entire duration of his/her functions, a minimum number of AXA shares representing a multiple of his/her annual cash remuneration
Considering the already high level of these shareholding requirements imposed upon executive offi cers, the Board of Directors, upon recommendation of its Compensation &
Human Resources Committee, has decided that it was not necessary to set higher shareholding thresholds after the initial 5-year period. For the same reasons, the
Board of Directors has decided that it was not appropriate to compel executive offi cers to acquire a number of
AXA shares once the compulsory holding period of their performance shares has expired,
In our capacity as Statutory Auditors of AXA, and in accordance with Article L.225-235 of the French Commercial Code, we hereby report to you on the R eport prepared by the Chairman of the Board of Directors of your Company in accordance with Article L.22537 of the French Commercial Code for the year ended December 31, 2013.
It is our responsibility: ■ to report to you on the information set out in the Chairman’s R eport on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information; and
Information concerning the internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information
The professional standards require that we perform procedures to assess the fairness of the information on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information set out in the Chairman’s
R eport, prepared in accordance with Article L.225-37 of the French Commercial Code.
We attest that the Chairman’s R eport sets out the other information required by Article L.225-37 of the French Commercial Code.
Financial Offi cer (CFO) to provide reasonable but not absolute assurance regarding the reliability of fi nancial reporting and the preparation of AXA’s consolidated fi nancial statements.
Group company. The IFC programme and the conclusion of management as to the effectiveness of AXA’s ICOFR are also reviewed by AXA’s Audit Committee.
In line with the COSO framework, AXA’s ICOFR is organized around the following key processes and controls: Entity-Level
For every key process or control, the in-scope AXA Group companies (i) document the signifi cant processes and controls, as well as the rationale of how the associated risk of material misstatement due to error or fraud can be reduced to an acceptable level, (ii) test the design and operational effectiveness of key controls based on the test plans elaborated by management with insights into risks, and (iii) remediate identifi ed control defi ciencies.
This evaluation process is designed to identify any control defi ciencies that may rise to the level of a material weakness.
A material weakness is a defi ciency or a combination of defi ciencies in internal control over fi nancial reporting, such that there is a reasonable possibility that a material misstatement of the company’s fi nancial statements will not be prevented or detected on a timely basis.
At each year-end, the in-scope AXA Group companies are required to perform an evaluation of their ICOFR as part of an internal certifi cation process. This process involves formal sign-off by the company’s process owners and culminates with a formal management report from the company’s CFO or another senior executive offi cer stating their conclusion as to the effectiveness of the company’s ICOFR and certain other matters.
The Company’s management is responsible for maintaining effective internal control over fi nancial reporting and for establishing a statement on its assessment of the effectiveness of internal control over fi nancial reporting as of December 31, 2013. A company’s internal control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with IFRS accounting principles. The assessment of the effectiveness of internal control is based on criteria established in the Internal Financial Control standard of
The Statutory Auditors prepared a report on the Company’s Consolidated fi nancial statements for the year ended December 31, 2012, which are incorporated by reference in this document. This report, set out in pages 321 and 322 of the Registration Document fi led with the AMF on March 21, 2013 under number D.13-0199 contains an observation.
Ordinary shares or securities giving access to the capital, reserved for employees – 135 million (a) 18 months October 23, 2015
Shares issued in connection with the exercise of stock options – 1% (d) 38 months June 23, 2017
USE IN 2013 OF THE VARIOUS FINANCIAL AUTHORIZATIONS PERTAINING TO CAPITAL INCREASES
Please see Part 2.3 “Major shareholders and related party transactions”, section “Employee shareholders” of this Annual
In 2013, by virtue of the authorization granted by the shareholders at the Shareholders’ Meeting of April 27, 2011 (resolution 21) 3,480,637 stock options giving the right to their benefi ciaries to subscribe or to acquire existing or newly issued AXA shares, have been granted by the AXA Board of
AXA continued to manage its exposure to exchange-rate risk during 2013, notably by increasing hedge positions on yen by
Dividends received from subsidiaries totaled €3,189 million, of which €226 million arose from the sale of the Mony’s portfolio and €272 million from the sale of AXA Private Equity, compared to €3,303 million in 2012, representing a decrease of €114 million or €612 million excluding exceptional dividends.
Dividends received from insurance companies fell by €394 million to €2,639 million mainly due to the following factors: ■ a €1,285 million dividend from AXA France Assurance, down from €1,385 million in 2012 owing to a lower statutory profi t; ■ €727 million in dividends received from the Northern,
Central and Eastern Europe Region, of which €209 million exceptional dividends, compared to €1,152 million in 2012, since AXA Versicherungen AG (Swizerland) did not pay out any dividends in 2013 in order to fund the acquisition of
Chinese P&C insurer Tian Ping; ■ €169 million in dividends paid by the Mediterranean and
Latin American Region, compared to €126 million in 2012; ■ dividends received from companies in Asia totaling €275 million, up from €239 million in 2012.
Dividends received from fi nancial subsidiaries and other holding companies rose by €281 million to €551 million from €270 million in 2012. Of this increase, €272 million refl ected exceptional dividends paid by AXA Investment Managers arising from the sale of AXA Private Equity.
Operating expenses rose by €14 million to €367 million owing primarily to higher spending on development of the AXA brand.
Capital operations resulted in a loss of €592 million in 2013, versus a gain of €1,041 million in 2012, and broke down as follows: ■ a €332 million foreign-exchange loss, which mainly derived from the rollover of hedges that matured or were unwound during the year against the US dollar and from the yen, as opposed to a €903 million gain in 2012; ■ €157 million in allowances to provisions for subsidiaries, compared to €33 million in 2012, in particular for investments in Société Beaujon holding company given its subsidiaries operating in Eastern Europe; ■ €144 million in allowances to provisions for contingent liabilities, mainly including the annual allowance of €111 million to provisions for bond redemption premiums.
The corporate income tax benefi t amounted to €558 million, compared to a tax benefi t of €375 million in 2012. It mainly included €580 million of tax receivables from members of the tax consolidation group in France and €88 million of tax benefi t linked to carry-back receivables, partially offset by €102 million allowances to provision for the risk of tax repayments and €46 million payment related to the new French tax of 3% on dividends paid to shareholders.
At December 31, 2013, total assets amounted to €73,281 million, versus €73,464 million at December 31, 2012.
Investments in subsidiaries net of valuation allowances totaled €65,449 million, versus €65,070 million at year-end 2012, representing an increase of €379 million, refl ecting: ■ a €619 million increase in the capital of AXA Mediterranean
Holding, including €300 million to reduce its level of corporate debt and €207 million in fi nancing its activities in Turkey; ■ a €60 million increase in AXA Asia’s capital to foster the development of its units; ■ a €168 million reduction in Colisée Re’s capital completed after the transfer of cash linked to the sale of Mony’s portfolio; ■ €157 million in allowances to provisions for subsidiaries referred to above.
Other financial assets amounted to €2,201 million, versus €3,509 million in 2012, with a €1,308 million decrease mainly attributable to margin calls paid to bank counterparties under collateral agreements linked to the management of derivative instruments, which amounted to €2,059 million at end-2013, compared to €3,366 million at end-2012, as a result of a decrease in the foreign-exchange positions and unwinding of the foreign-exchange hedges in the Swiss franc that matured.
Tax receivables came to €510 million, including a €500 million carry-back receivables.
Cash and cash equivalents came to €3,044 million, considering the reimbursement of subordinated debt for €2,121 million on
Shareholders’ equity, before net income for the period and after payment of the dividends relating to the prior year, came to €41,173 million. This represented an increase of €445 million, including €292 million through a capital increase reserved for employees and €150 million following the exercise of stock options.
Other shareholders’ equity included undated deeply subordinated notes amounting to €6,165 million, compared to €6,360 million in 2012, owing to €193 million in positive exchange-rate effects.
The €185 million reduction mainly came from the release of the provision for unrealized losses on derivatives.
Subordinated debt totaled €8,134 million, compared to €6,974 million in 2012. This €1,160 million increase was primarily attributable to the debt issues of €1 billion and $850 million (€639 million) during January 2013 offset in part by the repayment of $500 million (€381 million) in perpetual subordinated debt at the fi rst call date.
Financial debt stood at €11,557 million, compared to €13,354 million at December 31, 2012. This represented a decrease of €1,797 million owing to the maturity of a €1 billion
Euro Medium Term Note in June and a €801 million reduction in outstanding commercial paper.
December 31, 2012. This item refl ects the positive effects derived from the revaluation of foreign-currency denominated assets and liabilities at the closing rate, refl ecting an increase compared to 2012 owing principally to the positive impact of the dollar exchange rate on the liabilities.
Supplier invoices to be paid at December 31, 2013 came to €9 million, €3 million of which are due within three months
Code). At December 31, 2012, they amounted to €10 million due within three months.
Profi t on ordinary activities before tax (VI = III + IV + V) 1,761 1,845
a) Capital – Ordinary shares (in Euro million) 5,244 5,313 5,398 5,470 5,537 b) Ordinary shares (numbers in million) 2,290 2,320 2,357 2,389 2,418 c) Bonds convertible into ordinary shares (numbers in million) (a) 7 7 7 7 7 2 – INCOME STATEMENT SUMMARY (IN EURO MILLION)
a) Gross revenues before sales tax 3,134 4,134 4,719 3,438 3,289 b) Pre-tax income from continuing operations, before depreciation, amortization and releases 1,568 2,529 2,992 1,850 1,776 d) Net after-tax income after depreciation, amortization and releases 3,953 (488) 8,649 3,261 1,727 3 – PER SHARE DATA (IN EURO )
(b) Dividend proposed at year end 2013 is submited to the Shareholders‘ Meeting of April 23, 2014 and based on 2,417,865,471 outstanding ordinary shares.
AXA EQUITY AND LAW PLC 1 2,482 99. 96% 1,133 5 Old Broad Street - LONDON EC2N 1AD - England 26, rue Drouot - 75009 PARIS
395-70, Shindaebang-dong, Dongjak-gu - SEOUL - South Corean 40, rue du Colisée - 75008 PARIS
a) in French companies (total) 39 b) in foreign companies (total) 87
Net income for the fi scal year ended December 31, 2013 was €1,727 million, compared to a profi t of €3,261 million in the year ended December 31, 2012, which included an foreignexchange gain of €903 million compared to a €332 million loss in 2013.
In accordance to regulation CRC 2008-15, treasury shares are recorded in “Marketable securities”. At December 31, 2013, 54,079 shares were allocated to hedging purposes, representing €0.8 million.
Find below a summary of options and performances or units shares granted in 2013 and 2012 to members of the
Intangible assets amounted to €354 million, and mainly included the AXA brand contributed by FINAXA as part of the merger in 2005 and valued at €307 million based on brand royalties billed to Group subsidiaries and to the Mutuelles AXA.
This multi-criteria analysis refl ects the long-term nature of AXA’s ownership in these subsidiaries and excludes factors relating to short-term market volatility. Net book value is compared with the going concern value, which is the value of the assets and expected profi ts of existing and new business, taking into account the entity’s future prospects. The value of future profi ts is estimated on the basis of calculations of the European
For other investments, the fair value is the share price for listed securities and the likely trading value for unlisted securities.
These bonds have been recognized using the single transaction approach. The redemption premium, being the difference between the value at par and the redemption value of the bond issue, was not recognized as a liability at the time of the bond issue. Redemption premiums have been amortized since 2002 and will be until maturity of the issue, using the compound interest method. The yield to maturity used is the rate which enables future payment of the redemption premium, assuming the two bonds were issued on January 1, 2002, namely 2.84%
Pursuant to this review, the employee benefi t liability amounted to €9 million at December 31, 2013.
Foreign currency receivables and liabilities are adjusted at the balance sheet date exchange rate. The matching item for this adjustment is a translation variance asset account when the difference is an unrealized loss, and a translation variance liability account when it is an unrealized gain. These items do not fl ow through the income statement but a provision for foreign exchange risk is made to recognize unrealized losses relating to the translation variance asset.
(b) The net decrease of €91 million was primarily attributable to the repayment of £38 million in loans granted to Société Beaujon.
(c) The decrease of €1,305 million is mainly due to margin calls paid to bank counterparties under collateral agreements linked to the management of derivative instruments, which amounted to €2,059 million at end-2013, compared to €3,366 million at end-2012.
Other fi nancial assets 58 2 - 60 3.4 Statement of receivables by maturity
The Company’s share capital is represented by 2,417,865,471 shares with a par value of €2.29, giving a total value of €5,536,911,928.59 at December 31, 2013. These shares were all entirely subscribed and paid with rights from 3.9 Movement in shareholders’ equity
Movement in shareholders’ equity compared to opening balance 1, 948 451
(a) The €384 million provision for deferred taxes at end of the period includes a €372 million provision for the possible repayment of tax savings to subsidiaries belonging to the French tax consolidation group.
(b) Allowances and releases primarily concern provisions for unrealized losses on derivatives.
Other payables, including tax and social payables (b) 217 217 -
Unrealized foreign exchange gains amounted to €1,216 million at end-2013, up from €1,017 million at December 31, 2012. This item refl ects the positive effects deriving from the revaluation of foreign-currency denominated assets and liabilities at the closing rate, refl ecting an increase compared to 2012 owing principally to the positive impact of the dollar exchange rate on the liabilities.
(b) The corporate income tax benefit amounted to €558 million compared to a tax benefi t of €375 million in 2012 . It included mainly €580 million of tax receivable from members of the tax consolidation group in France and €88 million arising from a carry-back receivable, partially offset by €102 million allowance to provisions for the risk of tax repayments and €46 million payment related to the new French tax of 3% on dividends paid to shareholders.
On August 5, 2010, and after authorization by the AXA Board of Directors of August 3, 2010, AXA and BNP Paribas entered into an agreement that replaces the prior agreement between them dated December 15, 2005.
The information used for calculating the fair value of fi nancing debt is market prices at the end of the period, using (i)
December 31, 2013, on: ■ the audit of the accompanying fi nancial statements of AXA SA; ■ the justifi cation of our assessments; ■ the specifi c verifi cations and information required by law.
The information is disclosed in the “Embedded Value 2013 report” which is available on AXA Group website under Investor Relations/
Auditors, presents in their assurance report attached at the end of this appendix, their attestation of completeness on the consolidated social, environmental and societal information disclosed in the Company’s management report prepared for the year ended December 31, 2013 pursuant to Article L.225102 -1 of the French Commercial Code as well as their limited assurance report on a selection of information.
AXA strives to be a responsible employer, placing employee engagement at the heart of its business strategy. Achieving this has meant creating a workplace built on AXA’s values which foster diversity and equal opportunity for all, promote employee participation, encourage professional development and support employee wellbeing. For additional and more comprehensive information, refer to the 2013 “Social Data Report”.
AXA’s overall salaried workforce on December 31, 2013, was 112,869 employees (open-ended and fi xed-term contracts), which represents a slight decrease of 0.5%.
in 2012), 12% in the Americas (vs. 12% in 2012) and 3% in
– April 2012) continues to provide support and expertise to 75% of AXA employees on international assignments within the Group. In 2013, revised international mobility policies were launched and rolled out globally. The aim was to segment the policy to reinforce the purpose of different types of international assignments for both the individual and the business as well as provide more tailored support to each type of assignment.
One of the Group’s Diversity & Inclusion (“D&I”) priorities over the recent years was to create and launch a reference framework to build the foundation for an agile working culture with the aim to attract and retain diverse talent. Group D&I, Human
Various initiatives are in place across many AXA entities where fostering agile working environment was a priority in 2013. It resulted in an increase in employee trust, empowerment and satisfaction, while fostering productivity, quality and effi ciency at work and yielding a reduced environmental footprint.
Performance management is a key component to the overall rewards policy which fosters and recognizes individual and collective superior achievements.
In 2013, total compensation cost was €7.62 billion, which corresponds to a decrease of 1.6% compared to 2012. On a comparable Foreign Exchange basis, total compensation cost increased by 0.95%.
Benefi ts should include a competitive insurance coverage (the nature and type of which may vary by entity depending on local competitive and cost considerations). In all cases, local minimum requirements are respected, and generally exceeded on a large scale for a majority of AXA employees across all geographies.
Employee shareholders represented 7.03% of the outstanding share capital and 9.10% of the voting rights as of December 31, 2013.
AXA promotes diversity and inclusion (D&I) by creating a work environment where all employees are treated with dignity and respect and where individual differences are valued. AXA
is an equal opportunity employer in all aspects of the work environment. AXA opposes all forms of unfair or unlawful discrimination and does not tolerate discrimination based on age, race, nationality, ethnic origin, gender, sexual orientation, religion, marital status or disability.
In order to increase awareness of cross-cultural diversity and unconscious bias, online and e-learning tools were rolled out globally in 2013. Gender equality remained a key topic for AXA.
Executive Committee, 115 senior men and women executives from over 35 AXA entities worldwide participated in this event.
AXA also continued to further encourage and support the integration of disabled employees. In France, the number of employees with disabilities was 767 in 2013.
The total absenteeism rate in 2013 was at 4.7%. The proportion of absences due to sick leave decreased while the proportion due to pregnancy increased. With a total absenteeism rate due to work related accidents of 0.1% and operating in an environment that generates business through management of capital and fi nancial services, the AXA Group does not monitor gravity, severity or frequency of work-related accidents on a global level. Systems, procedures and processes might be in place to comply with local health, safety and welfare legislation.
This program continues to offer all employees health risk assessments and annual medical check-ups, followed by nutrition programs, stress management classes and sports activities. In 2013, 98% of AXA Mexico’s employees registered to participate in this program. On the business side, the program also helped AXA Mexico identify high-risk patients and disease management protocols, relevant to those patients.
AXA has developed a comprehensive framework for identifying and measuring operational risks, arising from potential organizational, systemic or resource-based failures or as a result of external events. Ensuring an adequate approach to mitigate these risks across the Group is an essential function of Risk Management Departments. With respect to its employment practices, AXA defi ned Human Resources Key
Throughout 2013, AXA continued to deploy a common developmental experience within all AXA entities across the world under the “Learning@AXA” banner. Five initiatives were rolled out as part of this deployment which aim for: (1) boosting technical know-how (2) raising business acumen among non-experts to foster cross-functional collaboration and reinforce employee affi liation through a consistent on-boarding experience, (3) the enhancement of leadership development along AXA’s talent pipeline, (4) better preparing leadership to have a more positive impact on the organization and drive required change and (5) aligning key management practices, thus enabling a desired culture shift.
Resources, and Marketing) and (2) experiences dedicated to the development of the leadership capabilities of AXA’s leaders.
A performance management standard has been established to ensure that the Group’s performance-based pay policy, formalized skill mapping and evaluation of training needs run effi ciently. During 2013, 64,500 employees were already making use of AXA’s PeopleSoft platform for Performance
“AXA 360”, to all entities. A total of 1,750 executives and managers have gone through the process.
Furthermore in 2013, a Global Banding project was initiated to identify consistent groups of employees (Bands) who have the same level of impact and competencies, to strengthen global affi liation and to accelerate a consistent way to manage and develop AXA’s employees at each level across the world.
Program, recruiting graduates in risk management, actuarial and Finance Departments, where there has been an ongoing business need to recruit. The objective of the program is to attract and retain high-potential talent and support them in order to gain the skills necessary to become AXA’s future leaders. In 2013, following 2 months of targeted communication in selected schools and universities in Asia and Europe, 855 applications were received (vs. 320 in 2012). The 24 to 30 months program offers graduates a local, permanent contract, a high-quality induction program, including a business acceleration conference at AXA’s international headquarters in
Headcount of salaried workforce with fi xed-term contract 4,098 emp. +0.9% 4,060 emp.
Average FTE of salaried non-sales force 88,061.1 fte -0.2% 88,225.6 fte
Average length of service of salaried workforce 11.4 yrs -1.2% 11.5 yrs
Number of employees with disabilities – concerns entities operating in France only 767 emp. 809 emp.
■ Number of re-hires in the Company 370 emp. 343 emp.
■ Number of entries following mergers and acquisitions 143 emp. 521 emp.
■ Number of entries following mergers and acquisitions 90 emp. 199 emp.
■ Number of departures due to external transfers (c) 48 emp. 242 emp.
■ Number of fi xed-term contracts ended 3,136 emp. 3,186 emp.
■ Number of fi xed-term contracts ended 132 emp. 95 emp.
Compensation costs of salaried workforce (d ) 7,622 M€ -1.6% 7,744 M€
■ Proportion of fi xed pay (related to wages) 77.5 % 78.0 %
■ Proportion of variable pay (related to wages) 22.5 % 22.0 %
■ Proportion of fi xed pay (related to wages) 83.3 % 83.8 %
■ Proportion of variable pay (related to wages) 53.0 % 51.8 %
Number of training days of salaried workforce (e) 341,924.6 days +23.8% (e) 276,179.1 days
Average number of training days per salaried workforce 3.3 days 2.6 days
Average number of working hours per week 36.2 hrs +0.3% 36.1 hrs
■ Proportion of part-time salaried non-sales force 12.1 % 12.5 %
■ Proportion of absences due to sickness 66.2 % 72.9 %
■ Proportion of short term sick absences 84.4 % 79.6 %
■ Proportion of long term sick absences 15.6 % 20.4 %
■ Proportion of short term sick absences 84.2 % 78.3 %
■ Proportion of absences due to work related accidents 2.0 % 1.7 %
■ Proportion of absences linked to maternity/paternity leave 31.0 % 24.7 %
■ Proportion of short term sick absences 86.2 % 92.1 %
■ Proportion of absences due to work related accidents 3.6 % 2.3 %
Methodology note: The social data communicated here are collected through a reporting process defi ned by procedures associated with a list of indicators shared to all the entities of the AXA Group. This process is updated and communicated to each entity on a yearly basis. These indicators represent the data of 286 entities of the AXA Group (few entities may pre-consolidate data on a local level). The perimeter is updated annually following potential acquisitions/mergers or business disposals. These indicators are reported for the period between 01/01/2013 and 31/12/2013, unless mentioned otherwise. Evolutions are measured with ratios between 2012 and 2013 end-of-year data. The data are provided by local correspondents into an IT tool dedicated to the social data reporting process and accessible by all the entities since 2009. Consistency checks and quality controls are carried out before and during the data collect process. There are no estimations nor extrapolations made on the data provided. Regarding data published in ratios and percentages: numerator and denominator are realigned for each calculations to exclude entities with empty data points.
(e) The increase in the number of training days for salaried sales force is mainly due to the improved reporting capacity in AXA Life Japan.
built its buildings (representing approximately 24% of the total area occupied). In 2013, 576,165 m2 of green space used by
In 2013, AXA Group’s Corporate Responsibility and operational teams (e.g. procurement, IT, marketing, HR) worked closely to set ambitious 2020 targets which will steer AXA to a more sophisticated and embedded environmental strategy. As a result, AXA set a new Global Key Performance Indicator (KPI)
target for the 2012-2020 period: ■ -25% carbon emissions per FTE.
This target is broken-down into the following targets: ■ -35% power consumption (kWh/FTE); ■ -15% business travel: vehicle fl eet (km/FTE); ■ -5% business travel: air and train (km/FTE); ■ -45% offi ce paper (kg/FTE); ■ -50% marketing and distribution paper consumption (kg/
AXA‘s power consumption per FTE slightly decreased by 1% in 2013 compared to 2012. One of the main reasons for the limited reduction was the inclusion of cooling from the outsourced data centers in the scope of calculation. Another reason was extreme weather affecting our entities around the world (e.g. volatile temperatures, typhoon, etc.). Excluding those effects, AXA entities made signifi cant steps forward on reducing their energy footprint. For example: ■ AXA Switzerland has implemented a building strategy focused on energy effi ciency program, consolidation of buildings and Flexwork. The results are very positive as some sites have reduced by 60% their energy footprint; ■ some entities have implemented on-site energy consumption actions and seek green certifi cates (e.g. AXA France, AXA
■ selection of more energy effi cient buildings in cases of location transfers (e.g. AXA Assicurazioni, AXA Germany).
AXA’s premises use electricity (75% of fl oor space), gas (17%
emissions per FTE related to energy, paper and business travel (air, rail and car fl eet) decreased by 7% between 2012 and 2013. 57% of Group CO
AXA’s water consumption per FTE decreased by 3% between 2012 and 2013. Since 2008, AXA entities have achieved a better level of management maturity and reporting quality regarding their water consumption patterns. Related initiatives include the installation of water sensors in bathroom facilities for AXA Ireland and water-saving faucets at various entities
AXA’s offi ce paper consumption decreased by 13% between 2012 and 2013. A signifi cant number of entities have implemented a printing policy to help reduce offi ce paper consumption which includes reducing the number of printers, and installing an employee badging system to collect all printed documents. In 2013, AXA’s marketing and distribution paper consumption increased by 17% compared to 2012 mainly explained by regulatory changes, business growth and a more accurate measurement process in some entities. AXA is also working on increasing the volume of paper originating from recycled sources or sustainably managed forests. In 2013,
AXA increased its use of offi ce paper from recycled sources from 66% to 70% and decreased the use of its marketing and distribution paper from 68% to 60%. This trend is linked to the roll-out of internal campaigns. In 2011, the Group selected environmentally-friendly offi ce paper as sourcing minimum standards for the main group entities.
AXA’s IT business unit, AXA Technology Services, for which electronic waste is of particular relevance, strives to ensure compliance with the Waste Electronic and Electrical Equipment
• industrial: environmental risk prevention, promoting the development of renewable energies via adapted policies covering the equipment and the revenues derived from electric energy sales, etc.,
AXA’s position regarding climate change is not only to adapt, but to take advantage of its privileged position to provide solutions
(see above sections). Indeed insurers are well equipped to address climate-related risks. They can fund and promote risk research and education. They possess claims loss data, as well as models and tools to analyse and project this data. They have a duty to unveil and disseminate knowledge about such new risks, including poorly known threats to society. Insurers, through their signifi cant investments, are also well positioned
to send the right signals to the investment community and to specifi c invested companies. This strategy addresses both the “mitigation” and the “adaptation” dimensions of climate change. They are not solely self-interested or commercially driven, but they need to be global and collective to be effective.
Paris. This conference will defi ne new “post Kyoto” targets with a focus on adaptation and loss prevention, where insurers have an important role to play.
(re)insurance as a tool for disaster management and as a way to foster a culture of disaster risk prevention and mitigation across the EU. AXA’s response (available on the European
Commission’s website) focused on 2 key issues: ■ continuously improve knowledge around and understanding of catastrophe risks through better quality and diffusion of data; ■ build on this expertise to progressively and better include the risk level information into the development of a risk-sensitive insurance.
Sector Advisory Group of the United Nations Offi ce for Disaster
Risk Reduction (UNISDR). This initiative aims to coordinate disaster reduction and to ensure synergies among disaster reduction activities with an important focus on risk prevention.
AXA in 2013 has also showed its renewed commitment towards promoting research and education to help better understand, protect against and prevent climate risks through the renewal of both the AXA Research Fund and the AXA-CARE partnership.
Prevention, Resilience and Risk Reduction (e.g. increase public private partnership, share risk management expertise, etc.).
emissions resulting from onsite power consumption, paper and business travel (airplane, train, AXA vehicle fl eet) per person T. eq CO
Paper recycled and/or garanteeing sustainable management: offi ce % 66 70
KPI: Marketing and distribution paper consumption per customer (j) kg/customer 0.11 0.13
Paper recycled and/or garanteeing sustainable management: marketing & distribution % 68 60
Stable reporting perimeter compared to 2012, representing the 41 most signifi cant countries where the AXA Group is present. Key Performance Indicators (KPIs) highlighted in bold.
(d) Home/workplace commute estimations are based on an annual online transportation survey, issued to every AXA salaried employee. This data has been collected from 24,000 FTEs and then extrapolated. Sites whose response rate was below 5% have been excluded from the data consolidation process.
(e) The emissions factors specifi c to each country used for energy, train and air were revised in 2013. A 56% decrease can be noticed on the “air business class” emission factor, which has had a positive impact on the Group airplane and train data. Source: the lnternational Energy Agency (IEA) and Ademe.
To the extent that AXA’s activities are decentralized and its staff is spread among numerous locations, AXA’s activities generally have no signifi cant direct impact on local employment or development in any given region. It does not resort to signifi cant levels of subcontracting.
Moreover, insurers play a major role in supporting economic development by underwriting individual and business risks, thereby enabling their activity. Insurers also fi nance growth by investing signifi cant assets in sovereign and corporate securities.
AXA developed in 2011 a set of community investment guidelines. All entities are required to ensure that 40% of their community investment projects are aligned with the CR fl agship theme of Risk Research and Education by year end 2014.
Since 2011, the AXA Group partnered with CARE, an international humanitarian NGO, to help vulnerable populations better prepare for climate-related risks. As part of the CARE
The AXA Research Fund, the science philanthropic initiative of the insurance leader AXA, supports global fundamental research to understand and better prevent environmental, human life and socio-economic risks.
Fund both undertakes long-term partnerships with top-tier academia and helps them share their discoveries to enrich public debate.
Investment (RI) research team as well as a global ESG research capacity through its platform, RI Search©. This tool covers more than 4,000 companies and 150 countries with ESG
score for each security and assesses these scores against peers, thus enabling the portfolio managers to take ESG risks into account in their decision-making process.
ESG issues. This has included research on the skills shortage in the Oil & Gas sector, board diversity in the largest European companies, and ESG integration in equity and sovereign debt asset classes. Further information can be found at www.axaim. com/en/responsible-investment. AXA IM is a UN-backed
Principles for Responsible Investment (UN PRI) signatory since 2007. AllianceBernstein signed the UN PRI in 2011 and the
Compliance & Ethics Guide. AXA also encourages its suppliers to be socially and environmentally responsible and requests from them a formal commitment to uphold International Labor
seeks to establish Group-wide guidelines and rules to ensure that AXA Group companies and employees have a common understanding of applicable ethical standards and conduct business accordingly. The Guide covers a variety of matters, including specifi c rules concerning confl icts of interest, transactions involving AXA securities and those of its listed entities, confi dentiality and control of sensitive information as well as record keeping and retention. The Guide also seeks to refl ect AXA’s values. Most of AXA’s principal operating entities have developed ethical guidelines that comply with local regulatory and statutory requirements. The Guide is available on the Group’s website (www.axa.com).
Compliance and Ethics Guide refers to the UN Global Compact in its founding principles. Both the Compliance Guide and UN
When appropriate or relevant, the Group underwriters and portfolio managers integrate a number of emerging environmental and social risks, including human rights concerns, as well as more generally ethical concerns in their product development processes and policies. This is notably undertaken via (1) the AXA Group Controversial weapons policy, (2) the
Group underwriting guidelines for P&C Commercial lines that require local AXA entities to exclude certain sensitive sectors or activities, and (3) the “Policy on business relationships involving sanctioned countries and countries identifi ed as having high levels of corruption or political risk”. The latter policy formalises the Group policies and procedures with respect to business in or with countries that are subject to international sanctions or embargoes or otherwise identifi ed as high corruption, high political risk and/or tax haven jurisdictions.
Our independence is defi ned by regulatory texts, the French code of ethics governing the audit profession and the provisions of
We conducted interviews with the relevant heads of department to familiarise ourselves with sustainable development policy, according to the impact of the company’s activity on labour and the environment, of its social commitments and any action or programmes related thereto.
We ensured that the CSR Information covers the scope of consolidation, i.e., the company, its subsidiaries as defi ned by
We conducted 4 interviews with 4 people responsible for preparing the CSR Information in the departments charged with collecting the information and, where appropriate, the people responsible for the internal control and risk management procedures, in order to: ■ assess the suitability of the Guidelines in the light of their relevance, completeness, reliability, impartiality and comprehensibility, and taking good market practice into account when necessary; ■ verify the implementation of a data-collection, compilation, processing and control procedure that is designed to produce CSR
We determined the nature and scope of our tests and controls according to the nature and importance of the CSR Information in the light of the nature of the company, the social and environmental challenges of its activities, its sustainable development policy and good market practice.
(organisation, policy, action), we followed analytical procedures on the quantitative information and verifi ed, using sampling techniques, the calculations and the consolidation of the data and we verifi ed their consistency and concordance with the other information in the management report; ■ at the level of a representative sample of entities, composed of AXA Konzern AG, AXA Tech Germany, AXA Seguros Generales,
IPA Spain, Med. Services (Spain), AXA Assistance France, AXA Corporate Solutions France, AXA France, AXA Business Services
India, AXA Ireland, AXA Affi n General Insurance Malaysia, AXA Assurance Maroc, AXA Seguros Mexico and AXA Ukraine, selected by us by activity, contribution to the consolidated indicators, location and risk analysis, we conducted interviews to ensure that procedures are followed correctly and we performed tests of details, using sampling techniques, in order to verify the calculations made and reconcile the data with the supporting documents. The selected sample represents on average 28% of headcount and between 23% and 59% of quantitative environmental data.
■ Measures taken in favour of the employment and the insertion of handicapped people
■ Raw materials consumption and measures taken to improve the effi ciency of their use
This registration document includes all the compulsory matters required to be covered in the Board of Directors’ report of AXA
Exhibits 19. Table of the capital increase delegations 353 to 354 20. Table of the Company’s fi nancial results over the last fi ve years 360 21. Chairman of the Board of Directors’ Report 340 to 346
Pages 16. Board practices 16.1. Date of expiration of the current term of offi ce 98 to 99 16.2. Information about members of the management bodies’ service contracts with the issuer or any of its subsidiaries 16.3. Information on the Audit Committee and the Remuneration Committee 108 to 109 16.4. Statement of compliance with the country of incorporation’s corporate governance regime 346 17.1. Number of employees 112; 385 to 388 17.2. Shareholdings and stock options 122 to 130 and 136 to 137 17.3. Arrangements for involving the employees in the capital of the issuer 143 to 144 19. Related party transactions 143 to 144 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information * 188 to 329 20.2. Pro forma fi nancial information n/a 20.4. Auditing of historical annual fi nancial information 330 to 331 and 378 to 379 20.5. Age of latest fi nancial information 400 20.6. Interim and other fi nancial information n/a 20.8. Legal and arbitration proceedings 327 to 328 20.9. Signifi cant change in the issuer’s fi nancial or trading position 24 to 27; 87 to 92; 329 21. Additional information 21.2. Memorandum and Articles of association 334 to 337 22. Material contracts n/a 23. Third party information and statement by experts and declarations of any interest n/a 24. Documents on display 6 25. Information on holdings 7 and 217 to 222 * 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, 2012 and the Statutory Auditors’ report on them, respectively presented on pages 176-320 and on pages 321-322 of the Annual Report (Registration Document), the French version of which was fi led with the AMF (Autorité des marchés fi nanciers) on March 21, 2013 under reference n° D.13-0199; ■ AXA’s Consolidated Financial Statements for the year ended December 31, 2011 and the Statutory Auditors’ report on them, respectively presented on pages 227-402 and on pages 403-404 of the Annual Report (Registration Document), the French version of which was fi led with the AMF (Autorité des marchés fi nanciers) on March 15, 2012 under reference n° D12-0161.
Compensation paid to Statutory Auditors in 2013 and 2012 (art. 222-8) 326
Report of the Statutory Auditors on the fi nancial statements of the Company-parent only 378 to 379
Report of the Statutory Auditors on the Report of the Chairman of the Board of Directors 347 to 348