Annual Reports

 
Other

AXA 20-F 2009

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
[  ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-14410

AXA

(Exact name of Registrant as specifed in its charter)

N / A

(Translation of Registrant’s name into English)

The Republic of France
(Jurisdiction of incorporation or organization)

25, avenue Matignon - 75008 Paris - France

(Address of principal executive offices)

Denis Duverne, Chief Financial Officer and Member of the Management Board

email: denis.duverne@axa.com

25, avenue Matignon - 75008 Paris - France

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12 (b) of the Act:

Title of each class:                        Name of each exchange on which registered:

Ordinary shares                                        New York Stock Exchange

American Depositary Shares (as evidenced by American Depositary Receipts),

each representing one Ordinary Share                        New York Stock Exchange

Securities registered or to be registered pursuant to Section 12 (g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2008 was: 2,089,158,169

Ordinary Shares of Euro 2.29 nominal value per share, including 90,498,617 American Depositary Shares (as evidenced by American Depositary

Receipts), each representing one Ordinary Share.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [X]                No [  ]

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes [  ]                    No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)

has been subject to such filing requirements for the past 90 days.
Yes [X]               No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer [X]                Accelerated filer                   Non-accelerated filer

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  [  ]                 International Financial Reporting Standards as issued by the International Accounting Standards Board [X]

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has

elected to follow.
Item 17  [  ]                  Item 18 [X]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  [  ]                 No [X]


Table of contents:

ITEM

Page in this Form 20-F

Presentation of Information

1

Exchange Rate Information

2

Special Note Regarding Forward-Looking Statements

2

PART I

Item 1

Identity of Directors, Senior Management and Advisers

4

Item 2

Offer Statistics and Expected Timetable

4

Item 3

Key Information

4

Item 4

Information on the Company

5

Item 4A

Unresolved Staff Comments

5

Item 5

Operating and Financial Review and Prospects

6

Item 6

Directors, Senior Management and Employees

83

Item 7

Major Shareholders and Related Party Transactions

83

Item 8

Financial Information

83

Item 9

The Offer and Listing

83

Item 10

Additional Information

83

Item 11

Quantitative and Qualitative Disclosures about Market Risk

84

Item 12

Description of Securities other than Equity Securities

84

PART II

Item 13

Defaults, Dividend Arrearages and Delinquencies

85

Item 14

Material Modifications to the Rights of Security Holders and Use of Proceeds

85

Item 15

Controls and Procedures

85

Item 16A

Audit Committee Financial Expert

87

Item 16B

Code of Ethics

87

Item 16C

Principal Accountant Fees and Services

87

Item 16D

Exemptions from the Listing Standards for Audit Committees

89

Item 16E

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

89

Item 16F

Change in Registrant’s Certifying Accountant

90

Item 16G

Corporate Governance

91

PART III

Item 17

Financial Statements

F-1

Item 18

Financial Statements

F-1

Schedule : Parent Company Financial Statements

S-1

Item 19

Exhibits

E-1

Signatures

SS-1


Presentation of Information

This Annual Report on Form 20-F has been filed with the United States Securities and Exchange Commission (referred
to hereafter as the “US SEC” or “SEC”).

In this Annual Report on Form 20-F, unless provided otherwise, the “Company”, “AXA” or “AXA SA” refers to AXA, a
Société Anonyme organized under the laws of France, which is the publicly traded parent company of the AXA Group,
and “AXA Group”, the “Group” or “we” refers to the Company together with its direct and indirect consolidated
subsidiaries. The Company’s ordinary shares are referred to in this Annual Report on Form 20-F as “shares”, “ordinary
shares”, or “AXA ordinary shares”. The principal trading market for the Company’s ordinary shares is the Compartment A
of Euronext Paris, which we refer to in this Annual Report on Form 20-F as “Euronext Paris”. The Company’s American
Depositary Shares and American Depositary Receipts are referred to in this Annual Report on Form 20-F as “ADSs”
and “ADRs”, respectively. The ADSs and ADRs are listed on the New York Stock Exchange (referred to in this Annual
Report on Form 20-F as “NYSE”). Each ADR evidences one ADS which, in turn, represents one AXA ordinary share.

This Annual Report on Form 20-F incorporates by reference specific portions of AXA’s home country 2008 Annual
Report to Shareholders (the “AXA Group 2008 Annual Report”) which was furnished to the SEC on a Form 6–K on
March 27, 2009. Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with such
portions of the AXA Group 2008 Annual Report incorporated by reference herein. Those portions of the AXA Group
2008 Annual Report incorporated by reference in this Form 20-F are included herein as Exhibit 15(b). The AXA Group
2008 Annual Report has been furnished to the SEC for information purposes only and the AXA Group 2008 Annual
Report is not filed with the SEC except for such specific portions as are expressly incorporated by reference in this
Annual Report on Form 20-F.

Item 18 of this Annual Report on Form 20-F incorporates by reference AXA’s consolidated financial statements for
the years ended December 31, 2008, 2007 and 2006 from the AXA Group 2008 Annual Report (Part V “Consolidated
Financial Statements”). These financial statements have been prepared in accordance with International Financial
Reporting Standards (referred to in this Annual Report on Form 20-F as “IFRS”) and interpretations from the International
Financial Reporting Interpretations Committee (referred to in this Annual Report on Form 20-F as “IFRIC”) that were
definitive and effective as at December 31, 2008, as adopted by the European Union before the balance sheet date.
However, the Group does not use the “carve out” option to avoid applying all the hedge accounting principles required
by IAS 39. As a consequence, AXA’s consolidated financial statements also comply with IFRS as issued by the
International Accounting Standards Board (“IASB”).

Various amounts in this Annual Report on Form 20-F and in the AXA Group 2008 Annual Report are shown in millions
for presentation purposes. Such amounts have been rounded and, accordingly, may not total. Rounding differences
may also exist for percentages.


Exchange Rate Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part I, Section 1.2 page 1.

Special Note Regarding
Forward-Looking Statements

This Annual Report on Form 20-F and other publicly available documents concerning AXA may include, and AXA’s
officers and representatives may from time to time make, statements which may constitute “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are not
historical facts but instead represent AXA’s belief regarding future events, many of which, by their nature, are inherently
uncertain and outside of AXA’s control.

These statements may address, among other things, AXA’s financial condition, results of operations and business,
including its strategy for growth, product development, regulatory approvals, market position, embedded value, new
business value, combined ratio, reserves and similar matters. All statements other than statements of historical facts
are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future
expectations that are based on management’s current views and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or events to differ materially from those expressed
or implied in such statements, including those risks and uncertainties discussed elsewhere in this Annual Report on
Form 20-F and in AXA’s other public filings, press releases, oral presentations and discussions. Forward-looking
statements include, among other things, discussions concerning the potential exposure of AXA to market risks, as well
as statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions,
including statements with respect to AXA’s Ambition 2012 project and the objectives, financial and other, associated
with that project. Forward-looking statements in this Annual Report on Form 20-F are identified by the use of the
following words and other similar expressions, among others:

 

– “anticipate”

– “would”

– “believe”

– “objectives”

– “outlook”

– “could”

– “probably”

– “estimate”

– “project”

– “expect”

– “risks”

– “goals”

– “seek”

– “intend”

– “should”

– “may”

– “target”

– “shall”

2


The following factors, among others, could affect the future results of operations of AXA and could cause those results
to differ materially from those expressed in the forward-looking statements included in this Annual Report on Form 20-F:

– market risks including those related to (a) financial market volatility, stock market prices, fluctuations in interest rates,
and foreign currency exchange rates, (b) illiquidity in the credit markets, (c) counterparty credit risks, (d) adverse<

developments that may affect the value of AXA’s investments and/or result in investment losses and default losses,

(e) the use of derivatives and AXA’s ability to hedge effectively, (f) sustained elevated inflation rates, and (g) continued

adverse conditions and potential further negative developments in the economies in AXA’s major markets;
– the financial and claims-paying ability ratings of AXA’s insurance subsidiaries, as well as AXA’s credit rating and ability

to access adequate financing to support its current and future business;
– changes in policies of central banks and/or governments;
– the intensity of competition from other financial institutions including institutions that have received government

support, directly or indirectly, through capital injections, asset purchases, guarantees or other means;
– AXA’s experience with regard to mortality and morbidity trends, lapse rates and policy renewal levels relating to its

Life & Savings operations, which may also include health products;
– the frequency, severity and development of Property & Casualty claims and policy renewal rates relating to AXA’s

Property & Casualty business;
– re-estimates of AXA’s reserves for future policy benefits and claims;
– AXA’s ability to develop, distribute and administer competitive products and services in a timely, cost-effective

manner and its ability to develop information technology and management information systems to support strategic

goals while continuing to control costs and expenses;
– AXA’s reputation and brand recognition in the marketplace;

– AXA’s relationships with regulatory authorities in the various markets where it does business;
– the effect of litigation or changes in laws and regulations on AXA’s businesses, including changes in tax laws affecting

insurance and changes in accounting and reporting practices;
– the costs of defending litigation, the risk of unanticipated material adverse outcomes in such litigation and AXA’s

exposure to other contingent liabilities;
force majeure, terrorist attacks, events of war and their respective consequences;
– adverse political developments around the world, particularly in the principal markets in which AXA and its subsidiaries

operate;
– the occurrence, frequency and severity of natural disasters, pandemic diseases and other catastrophic events;
– the performance of others on whom AXA relies for distribution, investment management, reinsurance and other

services; and
– the effect of any pending or future mergers, acquisitions or disposals, AXA’s ability to successfully integrate previously

acquired businesses and its ability to achieve anticipated synergies from these acquisitions.

The above factors are in addition to those factors discussed elsewhere in this Annual Report on Form 20-F including
matters discussed under the following sections: Item 3 “Key Information – Risk Factors”; Item 4 “Information on the
Company – Additional Factors which may affect AXA’s Business”; Item 5 “Operating and Financial Review and Prospects”;
Item 11 “Quantitative and Qualitative Disclosures About Market Risk” and Item 18 “Financial Statements”.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at
the date of the particular statement. AXA does not intend to, and undertakes no obligation to (and expressly disclaims
any such obligations to), update publicly or revise any forward-looking statement as a result of new information, future
events or otherwise. In light of these risks, AXA’s results could differ materially from the forward-looking statements
contained in this Annual Report on Form 20-F and/or in other publicly available documents concerning AXA or
statements made by AXA’s officers and representatives from time to time.

3


Part I

Item 1. Identity of Directors,
Senior Management and
Advisers

Not applicable

Item 2. Offer Statistics and
Expected Timetable

Not applicable

Item 3. Key Information

A–SELECTED

CONSOLIDATED FINANCIAL DATA

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part II, Section 2.1 pages 4 to 8 (“Selected Consolidated Financial Data”, “Exchange rate information”, “Information
on Euro Noon Buying Rates”, and “Dividends”), and Part V, Note 26 to the Consolidated Financial Statements page
401.

B–CAPITALIZATION
AND INDEBTEDNESS

Not applicable

C–REASONS

FOR THE OFFER AND USE OF PROCEEDS

Not applicable

4


D–RISK FACTORS

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part IV, Section 4.1 “Risk factors” pages 192 to 205 and Part II, Section 2.2 “Additional factors which may affect AXA’s
business” pages 40 to 46.

Item 4. Information on the
Company

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part II, Section 2.2 “Information on the Company” pages 9 to 46. Please note that the following non-GAAP measures
presented in the tables on pages 18 and 22 of the AXA Group 2008 Annual Report are not incorporated by reference
into this Form 20-F: “Annual Premium Equivalent”, “New Business Value”, “Underlying Earnings” and “Adjusted
Earnings”.

Please see Note 14.3 in AXA Group’s consolidated financial statements incorporated by reference herein from
AXA Group 2008 Annual Report, Part V (pages 230 to 412) related to reconciliation of Property & Casualty insurance
claims and claim adjustment expenses for each of the years in the three years ended December 31, 2008.

Item 4A. Unresolved Staff
Comments

None

5


Item 5. Operating and Financial
Review and Prospects

You should read the following discussion and analysis together with AXA’s audited consolidated financial statements
and the related Notes included in Item 18 of this Annual Report on Form 20-F.

The audited consolidated financial statements have been prepared in accordance with IFRS as issued by the
International Accounting Standards Board (IASB). Such financial statements also comply with IFRS as adopted by the
European Union as described in Note 1 to the consolidated financial statements included in Item 18 of this Annual
Report on Form 20-F.

Certain information discussed below and elsewhere in this Annual Report on Form 20-F includes forward-looking
statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” provided
at the beginning of this Annual Report on Form 20-F and Item 3 “Key information – D - Risk Factors” for a discussion
of important factors that could cause actual results to differ materially from the results described in or implied by the
forward-looking statements contained in this Annual Report on Form 20-F.

This discussion and analysis also includes certain terms that are used by AXA in analyzing its business operations
and, therefore, may not be comparable with terms used by other companies. These terms are defined in the glossary
presented at the end of this Item.

OVERVIEW

The Operating and Financial Review and Prospects item provides certain information on markets for the current year
and a discussion and analysis of AXA’s operating performance for the years ended December 31, 2008, 2007 and
2006 as reported under IFRS as follows:

- The information on the market conditions applicable to the year ended December 31, 2008, with a focus mainly on

the financial market and insurance market conditions for the main countries in which AXA operates.
- A summary of the main operating highlights of the year specific to AXA, including a summary of the principal

acquisitions and disposals and capital transactions that occurred during the year, as well as any important events

subsequent to December 31, 2008.
- An overview of critical accounting policies, setting out the accounting policies that require the use of significant

assumptions and estimates in the preparation of the consolidated financial statements.

 

The “consolidated operating results” section is based on IFRS consolidated financial statements and is composed of

two main parts:

(i) Consolidated revenues for the Group and by operating segment for the year ended December 31, 2008 compared

to the year ended December 31, 2007, and for the year ended December 31, 2007 compared to the year ended

December 31, 2006; and

6


(ii) Consolidated results for the Group and by operating segment for the year ended December 31, 2008 compared
to the year ended December 31, 2007, and for the year ended December 31, 2007 compared to the year ended
December 31, 2006. In addition, specific commentary and analysis are provided for each segment, (i.e. Life &
Savings, Property & Casualty, International Insurance, Asset Management and Banking, as well as the Holdings and
Other Companies segment), and investment results are provided for each insurance operating segment.

Additional information is provided in the “Liquidity and Capital Resources” section, describing AXA’s operating sources
and uses of funds, solvency margin requirements, supplementary information on contractual obligations and specific
information relating to off-balance sheet arrangements, and consolidated cash-flows.

INSURANCE AND ASSET MANAGEMENT
MARKETS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 “Insurance and Asset
Management Markets” pages 47 to 51.

MARKET CONDITIONS IN 2008

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 “Financial market conditions in
2008” pages 52 and 53.

For information purposes and in respect of AXA’s principal non-Euro-based operations, the analysis below provides an
indication of the impact of foreign currency fluctuations on total revenues’ growth.

For operations denominated in:   U.S. $   British Pound   Japanese Yen   Swiss Franc  
Gross Revenues growth in original currency (2008 vs. 2007)   –9.9%   –5.0%   –7.0%   3.1%  
Foreign exchange impact   –6.2%   –13.4%   –1.7%   3.6%  
Gross Revenues growth in Euro (2008 vs. 2007)   –16.0%   –18.4%   –8.7%   6.7%  

In addition, AXA provides on a regular basis certain period-to-period comparisons calculated on a comparable basis
to eliminate the effects of (i) changes in foreign exchange rates (constant exchange rate basis), (ii) changes in AXA’s
scope of consolidation resulting from acquisitions, disposals and business transfers (constant structural basis), and (iii)
changes in accounting principles (constant methodological basis).

Additional information about the impact of foreign currency fluctuations on shareholders’ equity is provided in Note 13
to the consolidated financial statements, included in Item 18 of this Annual Report on Form 20-F.

7


DECEMBER 31, 2008 OPERATING
HIGHLIGHTS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.3 "Operating Highlights"
pages 54 to 58.

EVENTS SUBSEQUENT TO DECEMBER 31,
2008

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, section 2.3 "Events subsequent to
December 31, 2008" page 59.

CRITICAL ACCOUNTING POLICIES

The accounting principles used in the preparation of the Consolidated financial statements in accordance with IFRS
as issued by the IASB are set out in Note 1 to the Consolidated financial statements in Item 18 of this Annual Report
on Form 20-F. As it relates to the Consolidated financial statements included in this Form 20-F there is no difference
between IFRS as adopted by the European Union and IFRS as adopted by the International Accounting Standard
Board ("IASB").

The Group no longer provides reconciliation of its Consolidated financial statements prepared under IFRS as issued by
the IASB to U.S. GAAP, as allowed by the SEC's Release No. 33-8879, Acceptance from Foreign Private Issuers of
Financial Statements Prepared in Accordance with International Financial Reporting Standards without Reconciliation
to U.S. GAAP, and the related amendments to the SEC rules and Form 20-F.

Certain of AXA's accounting policies under IFRS require the use of estimates and assumptions that may involve
a significant degree of judgment and which affects amounts reported in AXA's Consolidated financial statements.
Management applies judgment for complex transactions that may require estimates about matters that are inherently
uncertain. These estimates may be based on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Consequently, actual experience or current estimates could differ significantly
from the previous estimates due to changes in assumptions and financial market or economic or other conditions. Such
differences are reflected in the financial statements if material and impact AXA's financial results and conditions. These
estimates and related judgments are common in the insurance and financial services industries.

The accounting policies deemed critical to AXA's operational results of operations and financial position, in terms of
materiality and the degree of judgment and estimation involved, are summarized below. The statements below contain
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act. See "Special Note
Regarding Forward-looking Statements" included at the beginning of this Annual Report on Form 20-F.

8


Scope of consolidation

Under IFRS, the scope of consolidation includes AXA SA and its subsidiaries, associates and investments in joint
ventures (see Note 1 to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F).
The existence and effect of potential voting rights that are currently exercisable or convertible are also considered when
assessing whether AXA controls another entity.

The Group’s approach for the determination of entities to be included in the scope of consolidation is based on an
analysis of the concept of control. The concept of control is used as the basis for consolidation of all entities, including
consolidation of Special Purpose Vehicles (SPVs), also referred to as Special Purpose Entities (SPEs). Control is the
power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Entities that are controlled in substance, even without the majority of voting rights, are also consolidated. In this regard,
the determination of the scope of consolidation involves some elements of judgment.

In particular, in the case of a SPE under SIC 12, control may exist when, in substance:

– the activities of the SPE are being conducted on behalf of AXA according to its specific business needs so that AXA

obtains benefits from the SPE’s operations;
– AXA has the decision-making powers to obtain the majority of the benefits of the SPE or, by setting up an “autopilot”

mechanism, AXA has delegated these decision-making powers;
– AXA has rights to obtain the majority of the benefits of the SPE and may be exposed to risks of the SPE; or
– AXA retains the majority of the residual or ownership risks related to the SPE or its assets.

 

The AXA Group scope of consolidation is reviewed twice a year. The review reconsiders the determination of entities to
be included in the scope of consolidation based on the analysis of the concept of control under IAS 27/SIC 12 for the
half year (June 30) and full year (December 31) closings. The analysis considers any changes or updates in the Group’s
power to govern the financial and operating policies of the entities so as to obtain benefits from its activities. The
reassessment is performed if there are changes to the vehicle structure, ownership, activities or other arrangements.
Examples of such typical triggers of reconsideration are:

- changes to the entity’s legal structure or governing agreements;

- changes in contractual arrangements of the entity;

- changes in ownership or equity holdings;

- changes in activities or decision making abilities; and

- other changes that may impact the Group’s ability to obtain benefits or its exposure to risks and losses.

In case of material arrangements with special purpose vehicules resulting in control of the SPV, such entities are
consolidated as disclosed in Note 2.2 of the consolidated financial statements included in Item 18 of this Annual
Report on Form 20-F. Non controlled investment funds are vehicules for which the Group’s shares in these funds do
not provide control and for which there is no material arrangement. Should the Group’s share in held non-controlled
investment funds remain unchanged, most of these funds would still be unconsolidated, with the held investment funds
shares being recognized on the balance sheet at fair value at the closing date.

The only scenarios under which the Group believes it would have to consolidate such entities relate to funds originated
by the Group’s asset management subsidiaries where AXA Group’s ownership interest is close to 50%. In such cases,
if market conditions were to improve such that fees received would become material, the Group could be considered
as having obtained control as defined by IAS 27/SIC 12 of these funds.

9


Given current market conditions and the nature of the Group activities (generally no securitization of AXA’s previously
held invested assets), there was no consolidation of additional off-balance sheet special purpose vehicles originated
by the Group during the period other than those driven by increases in the ownership interests held by the Group’s
entities.

Under IFRS, the consolidation methods are:

- the full consolidation method if AXA exercises an exclusive control;

- the proportionate method if AXA exercises a joint control;

- the equity method if AXA exercises a significant long-term influence.

Goodwill

Goodwill represents the excess of the cost of acquisition over the net fair value of the assets, liabilities and contingent
liabilities acquired and is recorded as an asset in the balance sheet. Goodwill is considered to have indefinite useful
life and is, therefore, not amortized. AXA reviews goodwill when there is an indication that an impairment may have
taken place or, at a minimum, on an annual basis. A multi-criterion analysis is used in order to determine if there are
significant adverse changes (parameters include value of assets, future operating profits, market share). The possibility
of an impairment can be derived from events or changes in circumstances indicating that the carrying amount of
goodwill may not be recoverable.

An impairment loss is recognized for a cash-generating unit if, and only if, the recoverable amount of the unit or group
of units is less than the carrying amount of the unit or group of units. The recoverable amount of each cash generating
unit or group of units is the higher of (i) the cash generating unit or group of units’ fair value less costs to sell and (ii)
its value in use.

Fair value includes quotations when available and/or relevant or valuation techniques incorporating observable market
data, adjusted when necessary to take into account control premia. Value in use calculations are also based on
valuation techniques.

For Life & Savings businesses, such valuation techniques include discounted cash flows taking into account:

• the current shareholders’ net asset value plus future profitability on business in force.

Such techniques (embedded value types of methodologies) are industry specific valuation methods which
are consistent with the principles of discounted earnings approaches as the value of business in force results
from the projection of distributable earnings. The current shareholders’ net asset value is adjusted to take into
account any difference between the basis of cash flows projections used in the value of business in force
calculations and IFRS;

 

• and profitability on future new business.

The value of new business is computed either on the basis of multiples of a standardized year of new business
contribution (present value of projected future distributable profits generated from business written in a year)
or on a projection of each of the expected annual future earnings when multiples are not appropriate because
of future growth specific patterns.

10


Key assumptions include expected growth, expenses, cost of capital, future investment margins, first assessed on
a risk free basis (basic test) and then on the basis of illustrative investment assumptions suitable for a traditional
embedded value approach if the previous recoverable value is lower than the carrying amount.

For each group of units of the Property & Casualty and Asset Management businesses, the calculation uses cash flow
projections based on business plans approved by management covering a three to five year period and a risk adjusted
discount rate. Cash flows beyond that period have been extrapolated using a steady growth rate and terminal value.

The results of these projections exceed the carried amount of each of the generating unit or group of units. However,
given current market conditions, the amount of excess has decreased significantly, in particular in the US Life & Savings
and asset management markets, and in the UK Life & Savings market. To the extent that securities valuations remain
depressed for prolonged periods of time and market conditions stagnate or worsen as a result of the global financial
crisis, revenues, profitability, new business volumes, assets under management would likely be adversely affected.
In addition, the future cash flow expectations and other assumptions underlying management’s current business
plans could be negatively impacted by other risks to which the Group’s business is subject. As a result, subsequent
impairment tests may be based upon different assumptions and future cash flow projections, which may result in an
impairment of these assets in the foreseeable future.

Any impairment could reduce materially the recorded goodwill amount with a corresponding charge to earnings.

Information on goodwill, changes in goodwill and goodwill impairment is disclosed in Note 5 of the consolidated
financial statements included in Item 18 of this Annual Report on Form 20-F.

Investments

AXA’s principal investments for its insurance related assets are primarily in fixed maturity and equity securities. Under
IFRS, these securities are carried at fair value or amortized cost unless there is a need for impairment.

Under IFRS, investments are classified in the following categories depending on the intention and ability to hold the

invested assets:

– assets held to maturity, accounted for at amortized cost;

– loans and receivables accounted for at amortized cost;

– trading assets and assets designated (option) at fair value with change in fair value through profit and loss, the latter

referred to as the “fair value option”;

– available for sale assets accounted for at fair value with changes in fair value in shareholders’ equity.

Fair value measurement

Active market: quoted price

The Group applies the IAS 39 fair value hierarchy as described below for both assets measured at fair value and assets
at cost for which fair value is disclosed in the notes to the financial statements.

Fair values of financial assets traded on active markets are determined using quoted market prices when available. A
financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from

11


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 between a willing seller and a willing buyer. For assets
traded in active markets, quotes received from external pricing services represent generally consensus prices.

The amount of assets for which fair value is determined in whole directly by reference to an active market is disclosed
in column (1) of the table shown in the section below Financial assets recognized at fair value excluding derivatives.

Active versus inactive markets

Equity securities quoted on exchange traded developed markets and bonds actively traded on liquid markets for which
prices are regularly provided by external pricing services that represent consensus with limited dispersion and for which
quotes are readily available are generally considered as being quoted in an active market. For this purpose, liquidity may
be defined as the possibility to sell or dispose of the asset in the ordinary course of business within a certain limited
time period at approximately the price at which the investment is valued. Liquidity for debt instruments is assessed
using a multi criteria approach including the number of quotes available, the place of issuance and the evolution of the
evolution of the widening of bid ask spreads.

A financial instrument is regarded as not quoted in an active market if there is little observation of transaction prices as
an inherent characteristic of the instrument, when there is a significant decline in the volume and level of trading activity,
in case of significant illiquidity or if observable prices can not be considered as representing fair value because of market
dislocation. Characteristics of inactive markets can therefore be very different in nature, inherent to the instrument or
be indicative of a change in the conditions prevailing in certain markets.

Assets not quoted in an active market

The fair values of financial instruments that are not traded in an active market are estimated:

– using external and independent pricing services, or

– using valuation techniques.

The amount of assets which are not traded in an active market is disclosed in column (2) of the table shown in the
section below Financial assets recognized at fair value excluding derivatives.

• No active market : use of external pricing services
External pricing services may be fund asset managers in the case of non consolidated investments in funds or
brokers. To the extent possible, the Group collects quotes from external pricing providers as inputs to measure the
fair value of assets held. Prices received may form tight clusters or dispersed quotes which may then lead to the use
of valuation techniques. The dispersion of quotes received may be an indication of the large range of assumptions
used by external pricing providers given the limited number of transactions to be observed or reflect the existence of
distress transactions. In addition, given current market conditions and the complete inactivity of some markets, many
financial institutions closed their desks dedicated to structured assets deals and are no longer in a position of delivering
meaningful quotes.

 

• No active market: use of valuation techniques
Valuation techniques are subjective in nature and significant judgment is involved in establishing fair values for financial
assets. They include recent arm’s length transactions between knowledgeable willing parties on similar assets if
available and representative of fair value and involve various assumptions regarding the underlying price, yield curve,
correlations, volatility, default rates and other factors. Unlisted equity securities are based on cross checks using
different methodologies such as discounted cash flows techniques, price earning ratios multiples, adjusted net asset

12


values, taking into account recent transactions on instruments which are substantially the same if concluded at arm’s
length between knowledgeable willing parties, if any. The use of valuation techniques and assumptions could produce
different estimates of fair value. However, valuations are determined using generally accepted models (discounted
cash flows, Black&Scholes models,…) based on quoted market prices for similar instruments or underlyings (index,
credit spread,…) whenever such directly observable data are available and valuations are adjusted for liquidity and
credit risk.

Valuation techniques may be used when there is little observation of transaction prices as an inherent characteristic of
the market, when quotes made available by external pricing providers are too dispersed or when market conditions are
so dislocated that observed data can not be used or need significant adjustments. Internal mark to model valuations are
therefore normal market practices for certain assets inherently scarcely traded or exceptional processes implemented
due to specific market conditions.

• Use of valuation techniques in dislocated markets
The dislocation of certain market may be evidenced by various factors, such as very large widening of bid ask spreads
which may be helpful indicators in understanding whether market participants are willing to transact, wide dispersion
in the prices of the small number of current transactions, varying prices over time or among market participants,
inexistence of secondary markets, disappearance of primary markets, closing of dedicated desks in financial institutions,
distress and forced transactions motivated by strong needs of liquidity or other difficult financial conditions implying
the necessity to dispose of assets immediately with insufficient time to market the assets to be sold, and large bulk
sales to exit such markets at all costs that may involve side arrangements (such as sellers providing finance for a sale
to a buyer),... Transactions do not meet the definition of a forced or distress sale if the seller had a reasonable amount
of time to market the assets or there were a number of parties competing to buy. However, in an inactive market, a
transaction price for the same instrument might not represent fair value if the transaction involved a seller that needed
to sell the assets and there was one or very few buyers.

In such cases, the Group uses valuation techniques including observable data whenever possible and relevant,
adjusted if needed to develop the best estimate of fair value, including adequate risk premium or develops a valuation
model based on unobservable data representing estimates of assumptions that willing market participants would use
when prices are not current, relevant or available without undue costs and efforts: in inactive markets, transactions
may be inputs when measuring fair value, but would likely not be determinative and unobservable data may be more
appropriate than observable inputs. The objective of these models is to arrive at the price at which an orderly transaction
would take place between market participants (a willing buyer and a willing seller) at the measurement date.

For those assets for which the Group used mark-to-model valuations because of dislocated market conditions,
sensitivities are disclosed in the section below, even when such techniques are based on a majority of observable
inputs.

13


Financial assets recognized at fair value excluding derivatives

                        (in Euro million)  
    December 31, 2008   December 31, 2007   December 31, 2006  
    Fair value
determined
directly by
reference
to an active
market (1)
  Fair value
Assets not
quoted in an
active market/
No active
market (2)
  Fair value
determined
directly by
reference
to an active
market (1)
  Fair value
Assets not
quoted in an
active market/
No active
market (2)
  Fair value
determined
directly by
reference
to an active
market (1)
  Fair value
Assets not
quoted in an
active market/
No active
market (2)
 
Financial assets held at fair value excluding                          
assets backing contracts where the financial                          
risk is borne by policyholders   193,648   153,930   306,639   67,153   320,090   58,830  

Methods applied to determine the fair value of held assets measured at fair value in the financial statements are
described in the section above. The group applies the IAS 39 fair value hierarchy.

Assets classification

Fair values determined in whole directly by reference to an active market (column (1)) 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.

Fair values for assets not quoted in an active market/ No active market (column (2)) include:

- values provided at the request of the Group by pricing services and which are not readily publicly available or values

provided by external parties which are readily available but relate to assets for which the market is not always active,

and

- assets measured on the basis of valuation techniques including a varying degree of assumptions supported by market

transactions and observable data.

Descriptions in the sections above and below provide information regarding the criteria retained in order to classify
prices provided by external pricing services. In all circumstances and in whichever category of the fair value hierarchy
they fall into, quotes provided by external parties are considered to be inputs from market participants. They represent
objective market sources provided by unrelated parties. The Group is responsible for determining the fair values of
securities carried at fair value. The scope of work generally performed when using data from outside parties include, but
is not limited to monthly analytical reviews of the prices against prior values entered into the systems, current pricing
statistics and trends, dispersion of the collected quotes. More work is performed with regard to proprietary models
than with respect to consensus prices, including, to the extent possible an understanding and evaluation of the various
pricing methods used by third parties.

Fair values determined in whole directly by reference to an active market (column (1))

Most of the equity securities traded on exchange markets, government bonds, government related bonds and
corporate bonds were previously (years ending at December 31, 2006 and 2007 shown above) considered as quoted
in an active market, with quotes or consensus prices readily available. Quotes provided by external pricing services
are presented in column (1) if readily, regularly and publicly available and if related markets are considered as active.
Brokers and vendors quotes are presented in column (2) if there is no active market as an inherent characteristic of
the instrument or if the market is no longer active. As at December 31, 2008, a significant proportion of bonds (mainly
corporate bonds), although still measured using the same valuation sources (mainly quotes from external pricing

14


providers) were no longer considered to be quoted in an active market and were therefore presented in column (2)
because of the increasing illiquidity of such markets leading to markets which were no longer active. Liquidity for debt
instruments is assessed using a multi criteria approach including the number of quotes available, the place of issuance
of such instruments and the evolution of the widening of bid ask spreads.

Fair values of assets not quoted in an active market - no active markets (column (2))

Amounts presented in column (2) represent a variety of circumstances. A financial instrument is regarded as not quoted
in an active market if there is little observation of transaction prices as an inherent characteristic of the instrument, when
there is a significant decline in the volume and level of trading activity, in case of significant illiquidity or if observable
prices can not be considered as representing fair value because of dislocated market conditions. Characteristics of
inactive markets can therefore be very different in nature, inherent to the instrument or be indicative of a change in the
conditions prevailing in certain markets.

Among amounts presented in column (2), fair values determined in whole or in part using a valuation technique based
on assumptions that are not supported by a majority of prices from observable current market transactions in the same
instrument or a majority of available observable market data represent as at December 31, 2008 less than 3.4% (2.2%
1
as at December 2007) of financial invested assets held by the Group excluding assets backing contracts where the
financial risk is borne by policyholders (including an estimation of the extent to which external quotes on inactive
markets are based on observable data).

Assets such as certain unquoted debt instruments, instruments issued on private markets such as private equity
securities or private loans were always considered as not quoted in active markets as an inherent characteristic of
these investments and were included in column (2) in all periods presented. Valuations are based either on external
pricing providers or internal models using techniques commonly used by market participants. 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 significant 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.

As mentioned above, many corporate bonds held by the Group were presented in column (2) as at December 31, 2008
as opposed to December 31, 2007 and 2006 because of the significant illiquidity of such markets at the end of the
period. Valuation sources were however unchanged, even if market participants recognize that available quotes include
more than expected credit defaults and an adequate associated risk premium, i.e. such prices/spreads reflect liquidity
premia in excess of credit risks and funding costs associated with the inherent characteristics of the instruments.

A significant portion of ABS (Asset Backed Securities) and CDOs (Collaterized Debt Obligations) held by the Group
were transferred in column (2) as at December 2007 when markets became no longer active while still measured
using the same valuation approaches (mainly external valuations and indices). As at December 31, 2008, the turmoil
reached a further point of dislocation. Many financial institutions closed their desks dedicated to structured assets deals
and were no longer in a position of delivering meaningful quotes with the appropriate knowledge and dedication at
the end of year 2008. The lack of activity with very few prices representing arm’s length transactions between willing
market participants restricted the possibility and the relevance to refer to the very limited number of observed deals.
As a result, more valuation techniques were introduced at year end based on a maximum use of observable inputs
whenever possible.

1 Restated in 2008 in comparison with 2007 in order to take into account a change in the way the amount of such assets based on a limited
number of observable data was estimated: at the end of 2008, the two proportions disclosed for 2008 and 2007 are based on an estimation
of the weight of observable data used external pricing services when setting their quotes, while such estimated look through exercize was not
performed at the date of issuance of December 31, 2007 financial statements

15


Such models incorporate factors that market participants would consider in setting a price and are consistent with
accepted economic methodologies for pricing financial instruments. They were applied except when the uncertainty
surrounding valuation was assessed as being too significant to exercise an adequate judgment in setting the appropriate
risk margins (in which case assets remained measured on the basis of available quotes). For the purpose of the
modeling, ABS and CDOs were ranked according to their underlying risks characteristics such as their underwriting and
origination year for example to determine the appropriate set of assumptions to be used, giving consideration to market
conditions in pricing these instruments. Cash flows were developed based on current observable inputs reflecting
the credit metrics of each type of underlying assets: for example weighted average rating factors – WARF – provided
by rating agencies, historical default rates or third parties credit defaults studies, with loss severity assumptions and
recovery lag, adjusted with adequate risk margins to reflect the uncertainty related to these inputs and the historical
dimension of some of these data. Risk adjusted discount rates have been based on interest rates and discount margins
derived from observations of implied rates of return adjusted considering the current evolution of available quotes
which reflect spreads widening due to increased liquidity risks. The objective of these models is to arrive at the price
at which an orderly transaction would take place between market participants (a willing buyer and a willing seller) at
the measurement date.

For ABS and CDOs measured as at December 31, 2008 using the valuation techniques described above

(€7,787 million):

– using alternative credit risks assumptions higher by 25% would impact net income by €–4.4 million, net of tax and

policyholders’ participation related adjustments, and the Statement of Recognized Income and Expenses (SoRIE) by

€–13.8 million net of tax and policyholders’ participation related adjustments;

– using alternative discount margins higher by 25% would impact net income by €–56.2 million, net of tax and

policyholders’ participation related adjustments, and the Statement of Recognized Income and Expenses (SoRIE) by

€–86.8 million, net of tax and policyholders’ participation related adjustments.

Impairment

An impairment loss is recognized if, based on specific facts and circumstances, it is probable that the Group will not
be able to recover all of the cost of an individual holding.

Under IFRS, AXA assesses at each balance sheet date whether there is objective evidence that a financial asset or a
group of financial assets is impaired. The assessment is based on a security-by-security evaluation and will depend
on, but will not be limited to:

– the length of time or the extent to which an unrealized loss position exists for equity securities,

– whether the issuer has been experiencing significant financial difficulties, and

– factors specific to an industry sector or sub-sector.

The level of impairment losses can be expected to increase when economic conditions worsen and decrease when
economic conditions improve.

For equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security
below its cost is considered in determining whether the securities are impaired. That is the case for equity securities
with unrealized losses for a continuous period of 6 months or more prior to the closing date or higher than 20% of the
carrying value at the closing date. If any such evidence exists for available for sale financial assets, the cumulative loss

16


– measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that
financial asset previously recognized in the income statement – is removed from shareholders’ equity and recognized
in the income statement. Impairment losses recognized in the income statement on equity instruments are not reversed
through the income statement until the asset is sold or derecognized.

For debt securities classified as held to maturity or available for sale, the impairment test related to a credit event is
performed at the individual level. If the test based on future cash flows discounted using the effective interest rate at
acquisition date indicates that there is objective evidence that the cost may not be recovered, the debt security needs
to be impaired. In this case, the charge recorded in the income statement is calculated based on i) for held to maturity
debt instruments, the recoverable amount equal to these future cash flows, ii) for available for sale debt instruments, the
current market value, representing the difference between the market value and the recorded value of the instrument
(less any impairment loss on that asset previously recognized). The impairment charge for debt securities is reversible in
future periods. If the identified risk is eliminated or improves, the valuation allowance may be reversed with the amount
of the reversal recognized in the income statement.

Impairments of loans available for sale are based on the present value of expected future cash flows, discounted at the
loan’s effective interest rate (down to the loan’s observable market price), or on the fair value of the collateral.

In general, assessing an issuer’s near-term prospects may be difficult and involve some reasonable judgments and
assumptions. The use of, and changes to, different methodologies and assumptions may have a material effect on
AXA’s consolidated operating results under IFRS. In addition, given current market conditions, to the extent that
securities valuations remain depressed for prolonged periods of time and market conditions stagnate or worsen as a
result of the global financial crisis, additional impairment charges may have to be recognized in the foreseeable future,
which could materially reduce future earnings.

See the AXA Group 2008 Annual Report, Part IV, Section 4.1 – Risk Factors – “The determination of the amount of
allowances and impairments taken on our investments requires use of significant management judgment in certain
cases, particularly for debt instruments, and could materially impact our results of operations or financial position” on
page 195.

Investment risk factors

The fair values of investments are subject to market risks, such as interest rate, equity price, foreign currency exchange
risks, and credit risk.

Interest rate risk

The fair values of AXA’s fixed maturity investments, notes payable and other borrowings will fluctuate in response to
changes in market interest rates. Increases and decreases in prevailing interest rates generally result in decreases and
increases in fair values of those instruments. Fixed interest rate investments may be more sensitive to interest rate
changes than variable rate investments.

The table disclosed in Note 9.5 to the consolidated financial statements included in Item 18 of this Annual Report on
Form 20-F presents the exposure of investments sensitive to either fair value or cash flow interest rate risks, with the
indication of whether the potential changes in the interest rate curves would impact the shareholders’ equity or the net
income of the Group, before the effects of hedges in place.

17


In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18 of
this Annual Report on Form 20-F, quantitative sensitivities of the Group “Embedded Value” to interest risk. “Embedded
Value” (EV) is a valuation methodology often used for long term insurance business. It attempts to measure the present
value of cash available to shareholders now and in the future. “European Embedded Value” (EEV) is a refinement of this
methodology based on Principles issued by the CFO Forum of European insurers, which AXA adopted during 2005.
AXA publishes EEV only for its Life & Savings business.

The Group EV of AXA is the sum of the Life & Savings EEV and the other businesses shareholders’ equity.

The Group EV is not an estimate of AXA’s “fair value”, regardless of how one might define “fair value”. It does not include
the value of business to be sold in the future, nor does it include any value for future profits from existing business for
other-than-life businesses i.e. Property & Casualty, International Insurance, Asset Management and Banking. However,
the Life & Savings EEV is a key management metric measuring the risk-adjusted value of the business and tracking its
evolution over time, and the Group EV provides a crucial link to processes that impact total Group value but cannot be
seen within the Life & Savings segment, such as hedging strategies executed at the Group level and also the impact
of leverage on the Group.

Additionally, fair values of interest rate sensitive instruments may be affected by the credit-worthiness of the issuer,
prepayment options, relative values of alternative investments, the liquidity of the instrument and other general market
conditions.

The table disclosed in Note 9.4 to the consolidated financial statements included in Item 18 of this Annual Report on
Form 20-F shows the Group’s fixed maturities by type of issuer.

Equity Price Risk

The carrying values of investments subject to equity price risk are, in almost all instances, based on quoted market
prices as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in
the subsequent sale of an investment may differ significantly from the reported market value. Fluctuation in the market
price of a security may result from, among other things, perceived changes in the underlying economic characteristics
of the investee, the relative price of comparable investments and general market conditions.

The tables disclosed in Note 9.6 to the Consolidated financial statements included in Item 18 of this Annual Report on
Form 20-F present the exposure of the Group to equity price risk and whether the potential fluctuations would impact
the shareholders’ equity or the net income of the Group. Furthermore, amounts realized in the sale of a particular
security may be affected by the relative quantity of the security being sold.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F, quantitative sensitivities of the Group “Embedded Value” (as defined above) to
equity price risk.

18


 

Foreign Currency Exchange Risk

AXA's market risks associated with changes in foreign currency exchange rates affecting invested assets held by the
Group are concentrated in a limited number of portfolios of fixed maturities and equity securities denominated in foreign
currency. Most of them back policyholders' liabilities denominated in the same foreign currency. Those for which this
is not the case may be covered by foreign currency hedges.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F, quantitative analyses of the sensitivities to foreign exchange risk of held assets
and liabilities denominated in a currency different from local currencies.

Credit Risk

Counterparty credit risk is defined as the risk that a third party in a transaction will default on its commitments.

1) Investment portfolios held by the Group's insurance operations (excluding assets backing unit-linked
products where the financial risk is borne by policyholders) as well as by banks and holding companies.

These portfolios give rise to counterparty credit risk through the bonds and derivative products held within them.

At December 31, 2008, the breakdown of the debt security portfolio (€305.5 billion, including €10.7 billion held through
with-profits funds) by rating was: 37% in AAA, 33% in AA, 19% in A, 8% in BBB, 2% in BB and lower, and 2% in
other.

At December 31, 2007, the breakdown of the debt security portfolio (€303.2 billion, including €15.5 billion held through
with-profits funds) by rating was: 37% in AAA, 30% in AA, 19% in A, 9% in BBB, 1% in BB and lower, and 4% in
other.

At December 31, 2006, the breakdown of the debt security portfolio (€298.3 billion, including €17.9 billion held through
with-profits funds) by rating was: 40% in AAA, 26% in AA, 22% in A, 9% in BBB, 1 % in BB and lower, and 1 % in
other.

Credit risk diversification and analysis policies, particularly using credit ratings, are implemented by investment
departments and monitored by Risk Management teams.

2) Asset Backed Securities by underlying type of asset (excluding Collateralized Mortgage Obligations
(CMOs)).

At December 31, 2008, the economic breakdown of the total value of ABS (€11.8 billion excluding CMOs and ABS
held through with-profit funds) was: 23% in CLO, 15% in Consumer ABS, 12% in CDO, 21 % in Commercial MBS, 21 %
in Prime Residential, 7% in US Subprime & Alt-A, and 3% in Non conforming RMBS.

At December 31, 2008, AXA's invested assets included an exposure to US subprime residential and Alt A mortgage loans
of approximately €0.8 billion (68% equaling or above AA rating and 56% estimated policyholders' participation).

19


At December 31, 2007, the economic breakdown of the total value of ABS (€16.2 billion excluding CMOs and ABS
held through with-profits funds) was: 18% in CLO, 15% in Consumer ABS, 11% in CDO, 18% in Commercial MBS,
23% in Prime Residential, 10% in US Subprime & Alt-A, and 5% in Non conforming RMBS. At December 31, 2007,
AXA's invested assets included an exposure to US subprime residential and Alt A mortgage loans of approximately
€1.6 billion (84% equaling or above AA rating and 54% estimated policyholders' participation).

3)  Breakdown of the ABS portfolio by rating.

At December 31, 2008, the breakdown of the total value by rating of the ABS portfolio was: 60% in AAA, 9% in AA,
13% in A, 11 % in BBB, 2% in high yield, and 4% in NR/equity.

At December 31, 2007, the breakdown of the total value of the ABS portfolio by rating was: 63% in AAA, 6% in AA,
14% in A, 10% in BBB, 1% in high yield, and 6% in NR/equity.

The negative gross fair value evolution of the ABS assets over the year 2008 was evaluated at €-3.5 billion, of which
€-2.7 billion was recognized in the income statement and €-0.7 billion was recognized in shareholders' equity (versus
€-1.5 billion in 2007, of which €-0.7 billion in the income statement and €-0.8 billion billion in shareholders' equity).

Net of policyholders participation, tax and VBI/DAC reactivity, the negative fair value evolution of the ABS assets over
the year 2008 was evaluated at €-1.3 billion, of which €-1.0 billion in the income statement and €-0.3 billion in
shareholders' equity (versus €-0.6 billion in 2007, of which €-0.3 billion in the income statement and €-0.3 billion in
the shareholders' equity).

4)  Receivables from reinsurers resulting from reinsurance ceded by AXA.

The Group's top 50 reinsurers accounted for 80% of reinsurers' share of insurance and investment contract liabilities
in 2008 (versus 78% in 2007 and 75% in 2006).

The breakdown of all reserves ceded to reinsurers by reinsurer rating at December 31, 2008 (€11.7 billion) was: 9%
in AAA, 43% in AA (at December 31, 2008, the AA rating portion of 43% included 7% for Swiss Re; Swiss Re rating
was downgraded by Standard & Poor's to A+ on February 18, 2009), 25% in A, 2% in BBB, 1% in high yield, and
20% in other.

The "other" caption relates to reserves ceded to reinsurance pools, reserves ceded to reinsurers with which the
AXA Group does limited business (not in the top 50) and reinsurers not rated by the main rating agencies.

At December 31, 2007, the breakdown of reserves ceded to reinsurers (€11.3 billion) by reinsurer rating was: 9% in
AAA, 31 % in AA, 36% in A, 1 % in BBB/BB/B, and 22% in other.

At December 31, 2006, the breakdown of reserves ceded to reinsurers (€12.0 billion) by reinsurer rating was: 11%
in AAA, 30% in AA, 15% in A, 2% in BBB/BB/B, 17% in Paris RE (reserves ceded to PARIS RE as part of AXA RE
disposal, which were not split by ratings at the end of 2006) and 25% in other.

20


Derivative Instruments

AXA enters into derivative transactions primarily to reduce the exposure to market risk and in conjunction with asset/
liability management. In addition, as part of its investment and credit risk management activities, the Group may use
strategies that involve credit derivatives (Credit Default Swaps or CDS), which are mainly used as an alternative to
corporate debt security portfolios, when coupled with government debt securities, but also as a protection on single
corporate names or specific portfolios.

The fair value of exchange traded derivative contracts is based on independent market quotations, whereas the fair
value of non-exchange traded derivative contracts is based on either widely accepted pricing valuation models which
use independent third-party data as inputs or independent third-party pricing sources.

When derivatives meet specific criteria, they may be designated as accounting hedges and accounted for as fair value
hedge, cash flow hedge, net investment hedge, or standalone derivatives at fair value.

When a derivative is designated as an accounting hedge, the hedging relationship, risk management objective and
strategy are formally documented. The documentation identifies the hedging instrument, the hedged item, the nature
of the risk being hedged and the assumptions used to assess how effective the hedging instrument is in offsetting the
exposure to changes in the hedged item's fair value attributable to the hedged risk. In the case of a cash flow hedge,
this documentation includes the exposure to changes in the hedged transaction's variability in cash flows attributable
to the hedged risk. At each reporting date, a test is performed to verify that the hedging instrument continues to be
highly effective in offsetting the hedged risk.

Cash and cash equivalents

Cash comprises cash on hand and demand deposits while cash equivalents are short-term, liquid investments that are
readily convertible to cash and which are subject to low volatility. The distinction between cash equivalent and invested
assets, especially in insurance companies, may involve judgement and the liquidity and volatility of given instruments
may evolve over time.

Liabilities arising from insurance and
investment contracts

Life Reserves

Life reserves arising from insurance and investment contracts are the largest liabilities in AXA's consolidated financial
statements (70% of total liabilities excluding shareholders' equity at December 31, 2008), representing the amounts
payable under policyholders' contracts. The Group issues contracts that transfer insurance risk or financial risk or
both. Insurance contracts are those contracts that contain significant insurance risk. Such contracts may also transfer
financial risk from the policyholders to the insurer. Investment contracts are those contracts that have financial
risk with no significant insurance risk. Both types of contracts may contain a discretionary participating feature. In

21


accordance with IFRS 4, insurance and investment contracts with a discretionary participating feature are accounted
for under previous accounting policies provided certain conditions are met. Investment contracts with no discretionary
participating feature are accounted for under IAS 39.

Life reserves include unit-linked liabilities with financial risk borne by policyholders (21% of total liabilities excluding
shareholders' equity at December 31, 2008). The core liabilities linked to these contracts are estimated on the basis of
the fair value of assets held to back these policies and policyholders carry financial risk in full, except when guaranteed
minimum death benefits ("GMDB"), guaranteed minimum income benefits ("GMIB") and/or Withdrawal for Life benefits
("GMWB") features are attached to these contracts.

A significant risk of GMDB, GMIB and/or GMWB features to AXA is that protracted under-performance of the financial
markets could result in benefits being higher than accumulated contract-holder account balances. Reserves are
established for these features on the basis of actuarial assumptions related to projected benefits and related contract
charges. The determination of this estimated liability is based on models which involve numerous estimates and
management judgments, including those regarding expected rates of return and volatility, contract surrender rates,
mortality experience, and, for GMIB, election rates. There can be no assurance that ultimate experience will match
management's estimates.

In addition to providing for risk through establishing reserves, AXA also manages risk through a combination of
reinsurance programs and active financial risk management programs including investment in exchange-traded futures
contracts and other instruments.

Guaranteed annuity purchase rates provide contract-holders with a guarantee that, at a future date, the amount
accumulated within their contract will be able to purchase a lifetime annuity at currently defined rates. The risk to AXA
in these features is either that longevity will improve significantly so that contract-holders electing to exercise this benefit
will live longer than assumed in the guaranteed purchase rates, or that investment returns during the payout period will
be lower than assumed in the guaranteed purchase rates. Reserves are established for these features on the basis of
actuarial assumptions related to projected benefits and related contract charges. The determination of this estimated
liability is based on models which involve numerous estimates and subjective judgments, including those regarding
expected rates of return and volatility, contract surrender rate, mortality, and benefit election rates. There can be no
assurance that ultimate experience will not differ from management's estimates. In addition to providing for risk through
establishing reserves, AXA also manages these risks through asset-liability management programs including interest
rate floors to protect against declines in the interest rate environment.

Non unit-linked liabilities include traditional life insurance contracts, immediate annuities and health insurance contracts.
Generally, amounts are payable over an extended period of time and the profitability of the products is dependent on
the pricing of the products. The principal assumptions used in pricing these policies and in the establishment of liabilities
for future policy benefits are mortality, morbidity, expenses, policy lapse and surrender rates, investment returns,
interest crediting rates to policyholders and inflation. Differences between the actual experience and assumptions used
in pricing the policies and in the establishment of liabilities result in variances in profit and could result in losses.

Long-term actuarial assumptions of future investment yields, mortality, morbidity, policy terminations and expenses
are used when establishing the reserve for life-contingent contract benefits. Discount rate assumptions are determined
at the time the policy is issued based upon prevailing technical rates used in pricing for most contracts (see below in
section "Discount rates - Life and Non life reserves" a table presenting the average discount rates used). Mortality,

22


morbidity and policy termination assumptions are based on the respective local regulations and when these are
assessed to be inadequate, the Group adjusts the assumptions based on experience.

Liquidity needs can be affected by fluctuations in the level of surrenders, withdrawals and guarantees to policyholders
in the form of minimum income benefits or death benefits, particularly on variable annuity business.

The following risks generally apply:

-   Interest rate risks:

•   A rise in bond yields reduces the value of bond portfolios, which may lead to a liquidity risk in these portfolios
or a real loss of value if the rise in yields is related to a rise in inflation.

•   Lower yields on fixed-income investments increase the value of bond portfolios, and, therefore, present risk
for certain contracts that provide guaranteed rates. On the other hand, a prolonged period of low yields
would have an impact on the pricing of these products. These types of risks are monitored by ALM (Asset
/ Liabilities Management) techniques.

- Foreign-exchange rate risk: commitments in foreign currencies are largely backed by assets in the same currencies,
or partially hedged.

-   Inflation is a risk (more specifically in the Property & Casualty business), since it increases the compensation payable
to policyholders, with the effect that, if it is not adequately taken into consideration, actual claims payments may
exceed the reserves set aside. This risk is particularly significant for long-tail businesses.

Liabilities arising from insurance and investment contracts also include liabilities arising from policyholder's participation.
In addition to participation irrevocably recognized in accordance with contractual and statutory obligation, this liability
notably includes the share of realized gains and losses arising from financial securities designated as available for sale
category which would be attributed to policyholders to the extent they participate in such gains and losses on the basis
of contractual or statutory obligations when realized.

The costs of acquiring new and renewal business that vary with and are primarily related to the production of new
business related to insurance and investment contracts with a discretionary participating feature under IFRS (based on
previous accounting principles) are specifically identified and deferred by establishing an asset, referred to as deferred
policy acquisition costs ("DAC"). The extent to which acquisition costs are deferred is a significant factor in that
business' reported profitability in any given period. In addition, and in respect of in-force business related to insurance
and investment contracts with a discretionary participating feature acquired in a business combination, the present
value of future profits attributable to that business is recorded at acquisition date, and is named Value of Purchased
Life Business in Force ("VBI"). In principle, the value of related policyholders' liabilities at the date of acquisition net of
VBI represents the estimated fair value of such business on such date as defined by market practice under previous
accounting policies still in use under IFRS 4. The amount of VBI calculated will depend on assumptions used to estimate
the future profitability of the contracts acquired including the discount rate used. In respect of amortization of DAC and
VBI on insurance and investment contracts with a discretionary participating feature under IFRS, the amortization may
be affected by changes in estimated gross profits or margins principally related to fees, investment return, mortality
and expense margins, lapse rates, and anticipated surrender charges. Should revisions to estimated gross profits or
margins be required, the effect is reflected in earnings in the accounting period in which the assumptions are revised.
Recoverability is assessed at least on an annual basis.

With respect to investment contracts with no discretionary participating features under IFRS, an asset may be
recognized representing the contractual right to benefit from providing investment management services under certain

23


conditions: limited to incremental costs, provided they can be identified separately, measured reliably and it is probable
that they will be recovered.

The amortization may be affected by changes in estimated gross profits under IFRS (previous GAAP). Given current
market conditions, to the extent that securities valuations remain depressed for prolonged periods of time and market
conditions stagnate or worsen as a result of the global financial crisis, additional estimated gross profits under IFRS
may have to be revised in the foreseeable future, which could result in acceleration of DAC and VBI amortization and
materially reduce future earnings.

In accordance with IFRS 7, the Group discloses in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F quantitative sensitivities of the Group "Embedded Value" (as defined previously in
the investment risk factors section) to interest risk and equity price risk.

Non-life reserves

AXA's liabilities also include non-life reserves (9% of total liabilities excluding shareholders' equity at December 31,
2008). The Property & Casualty claims reserves are determined on a basis to cover the total cost of settling an insurance
claim. With the exception of disability annuities and workers' compensation liabilities that are deemed structured
settlements, the claims reserves are not discounted. The claims reserves include the claims incurred and reported in the
accounting period, claims Incurred But Not Reported ("IBNR") in the accounting period along with reserves not enough
reported ("IBNER - Incurred But Not Enough Reported) and costs associated with the claims settlement management.
The claims reserving is based upon estimates of the expected losses for all lines of business: reported reserves are
measured file by file by the claims department, additional reserves for IBNR and IBNER are assessed through various
statistical and actuarial methods. The full process takes into consideration appropriate judgment on the anticipated level
of inflation, regulatory risks and the trends in cost and frequency of claims, actual against estimated claims experience,
other known trends and development, and local regulatory requirements. Calculations are initially carried out locally by
the technical departments in charge and are then reviewed by local risk management teams. In addition to the reviews
performed at entity level or, eventually, by the local supervisory authorities, Group Risk Management has an annual
review program to ensure the validity and coherence of the models used in the Group in accordance with actuarial
principles and accounting rules in force.

AXA is required by applicable insurance laws and regulations and generally accepted accounting principles to establish
reserves for outstanding claims (claims which have not yet been settled) and associated claims expenses that arise
from its Property & Casualty and International Insurance operations. AXA establishes its gross insurance liabilities, or
claims reserves, by product, type of insurance coverage and year, and charges them to income as incurred.

Claims reserves (also referred to as "loss reserves") fall into two categories as follows:

- Reserves for reported claims and claims expenses. These reserves are for outstanding claims which have not yet
been settled and are generally based on undiscounted estimates of the future claims payments that will be made in
respect of the reported claims, including the expenses relating to the settlement of such claims; and

- Reserves for incurred but not yet (or not enough) reported ("IBN(E)R") claims and claims expenses. IBNR reserves are
established on an undiscounted basis, to recognize the estimated cost of losses that have occurred but have not yet
been notified to AXA. These reserves, like the reserves for reported claims and claims expenses, are established to
recognize the estimated costs, including the expenses associated with claims settlement, necessary to bring claims
to final settlement.

24


The amount of IBNR is calculated as the difference between the estimated ultimate unpaid liability and the reserves for
reported claims. Ultimate unpaid liabilities are calculated by actuaries for each material line of business according to
the methods described below.

The initial estimation of the original gross claims reserve is based on information available at the time the reserve was
originally established. However, claims reserves are subject to change due to the number of variables that affect the
ultimate cost of claims, such as: (i) developments in claims (frequency, severity and pattern of claims) between the
amount estimated and actual experience, (ii) changes arising from the occurrence of claims late in the financial year for
which limited information may be available at year-end, (iii) judicial trends and regulatory changes, and (iv) inflation and
foreign currency fluctuations.

When assessing claims reserves, actuaries do not rely on one individual calculation but use many methods such as:

- Triangle development methodologies (e.g., Chain-Ladder or Link Ratio) in which historical loss patterns are applied to
actual paid losses and reported losses (paid losses plus individual case reserves established by claim adjusters) for
an accident year or a report year to create an estimate of how losses are likely to develop over time.

- "A priori assumptions methods" (e.g., Expected loss ratio).

- Mixed methods (e.g., Bornhuetter-Ferguson, Cape Cod).

- Exposure methods and frequency and severity estimations.

Based on both internal and common industry best practices, methods and assumptions are selected depending on data
availability, reported claims to date, local regulations, claims management practices, pricing, underwriting information
and the nature of the business or claims type (coverage type, large or normal claims, prior or recent accident year).
In order to obtain a single set of homogeneous claims, after statistical analysis and market considerations, several
assumptions are selected through discussions with claims managers, pricing actuaries and underwriters.

The assumptions used depend on economic, social and environmental factors as well as legislative and political
features which are key drivers of reserve variability and need to be assessed.

Data are aggregated at a more refined level of detail than line of business (e.g., by geography, distribution network, and
other factors depending on product features, local regulation and other factors) to obtain homogenous sets of claims
and ensure proper reserves analysis. As part of this process, actuaries will restate data where needed to ensure that
estimates are in line with underlying risks.

Coverage types are usually classified as either long tail or short tail, based on the average length of time between the
event triggering the claim and the final settlement of the claim (duration). However, the duration varies from one country
to another even for the same line of business depending on the entities' claims management, local market practices,
specific coverage existing under the local environment and type of products written.

The description below is intended to give an indication of some specific methods used by type of tail or lines of
business. Certain additional details are included for segments which require specific treatment.

a) Short tail business

For short tail business, claims are reported and settled quickly resulting in less estimation uncertainty. All the methods
mentioned above can apply. The main line of business which falls under this classification is Property.

25


This line of business includes motor own damage, commercial and personal property and can be exposed to natural
event claims, which are generally assessed through exposure, instead of development, techniques.

For all the other types of claims, the methods mentioned above are usually applied.

Due to local statutory specificities and some specific policies' extended coverage, the property sometimes aggregates
short-term business insurance with long tail ones (e.g. commercial liabilities), which cannot be assessed separately.
Property also includes local pools whose reserves are set separately on a local industry-consistent basis.

b) Long tail business

Due to its long duration ("time between the event triggering the claim and the final settlement of the claim"), this type
of business is exposed to greater estimation uncertainties and variability from one estimate to another, and is heavily
influenced by changes in claims management practices and change of local environment assumptions (e.g., increase of
indemnities, litigation). It is thus usual to perform a greater number of calculations, by using various techniques, various
scenarios and a range of assumptions.

More recent periods suffer from a lack of information (very small amount of claims paid or even incurred) and accordingly
development methods are usually not applicable for recent years.

BODILY INJURY (MOTOR AND LIABILITY)

Bodily injury claims reserves represent the most complex part in assessing motor and personal liability lines of business.
Such reserves are valued following the way individual cases are assessed depending on the nature of the cases and
their evolution. The impact of lump-sum payments against annuities is taken into account including the way both are
reported for financial statement purposes: claims reserves, temporary and definitive annuities.

With an increase in claims severity and litigation decisions, the input of legal and other experts is required, in addition
to actuarial expertise and methods.

ANNUITIES

Some workers' compensation and casualty coverage create annuities for individuals as a settlement. Many of the
annuity calculations are mandated by public authorities in terms of technical assumptions and, in any event, depend
on the relevant market.

In particular, the assumptions include technical discount rates and mandatory mortality tables that should be applied,
and, in many cases, have to be adjusted based on other parameters such as indemnity schemes for professional,
physical, moral factors, and third-party assistance.

THIRD-PARTY LIABILITY

These policies are usually subject to substantial loss development overtime as facts and circumstances change in the
years following the policy issuance. This line of business requires projection of various trends including future claims,
inflation, and judicial interpretations. Moreover, depending on practices in local markets, policies are not underwritten
on the same occurrence basis (e.g., on claim made or accident year basis). In those cases, actuaries will ensure that
estimates are consistent with insured liabilities over time.

This line of business requires a review of the different clauses of policies, as well as the local market exposures to social,
economical and jurisprudential trends. Reserves linked to specific liability business need to be set not only using AXA
subsidiaries' historical statistical experience but also based on market figures, trends and benchmarks.

26


CONSTRUCTION

As a result of multi-year exposure, reserves for construction insurance are subject, in various countries, to statutory
requirements including specific reserves for claims that are not yet incurred and additional reporting. Actuarial techniques
combining regular triangle analyses with severity and frequency analyses allow assessment of those reserves.

LOSS ADJUSTMENT EXPENSES (LAE)

The same general approach applies to claims expenses reserves (Loss Adjustment Expenses-LAE) which are also
assessed locally based on local cost allocation analysis and standard methods. Actuaries check on a regular basis if
such methods and corresponding assumptions are appropriate.

Reserve estimations

As mentioned above, actuaries analyze the main underwritten risks by distribution network and other factors to obtain
homogenous sets of claims and ensure proper reserves analysis in accordance with applicable accounting and
actuarial standards. The specific distinction varies locally depending on products features and local regulation.

Estimating the ultimate cost of claims and claims expenses is an inherently uncertain and complex process involving a
high degree of judgment and is subject to evaluation of numerous variables.

In addition to the matters discussed above, another general consideration is the size of the claims. Certain methods
require that segments take into account a homogeneous average cost of losses. All methods require that atypical large
losses are excluded from segments for forecast periods. Some large individual claims, such as natural events, industrial
property and liability claims, require specific estimation methods which need to be performed in conjunction with the
claims department (and catastrophe experts if needed).

Reserve estimations are performed on a local basis and the assumptions are set according to the local environment in
accordance with applicable accounting and actuarial standards. Local assumptions generally include:

- inflation assessment,

- legal trends (e.g., punitive damages), and

- impact of any deviation compared to average experience (e.g., weather conditions, economic environment).

All assumptions are highly dependent on the local environment.

While the Group ensures that the actuarial techniques are in line with the latest best practices observed internally and
in the industry, the Group believes that adoption of revised techniques should have no significant impact on reserve
development.

Since 2002, the amount of positive (or adverse) developments accounted at each year-end did not exceed plus 6%
(minus 6%) of the opening claims reserves (excluding the International Insurance segment).

Management believes that for the same scope of business and within a consistent framework for reserves review
organization and process, future positive or adverse development (accounted at each year-end) can be reasonably
expected to be between +6% and -6%. This range may, however, be exceeded under certain exceptional circumstances
(such as changes in the legal environment, very large claims or changes to the environment such as for the reinsurance
market, which may also change the Group's underwriting policy or strategy).

In line with the decentralized organization of the AXA Group, the local chief reserving actuary of each operating insurance
company is responsible for the assessment and setting of the claims reserves. An internal review is performed by

27


AXA's Risk Management organization. In addition, AXA Liabilities Managers is responsible for the management and
assessment of major run-off reserves. After discussing with claims managers, pricing actuaries, underwriters and local
management, several assumptions are selected for a single set of homogeneous claims. This discussion results in
a range of reasonable estimates. Considering the level of risk and uncertainties of future experience for each line of
business in the local environment, the Group records the best estimate within the range selected by the actuaries.

The methods and processes to set the various local assumptions used for the reserve calculation have been consistent
for the periods presented. During these periods, there have been no significant changes to key assumptions resulting
in any variation in reserve estimates which materially impacted the income statement, except as discussed in the
Operating and Financial Review and Prospects.

The Property & Casualty loss ratio reported for full year 2008 by the Group, as a result of the reserve setting process
described above, is presented in the following table by major lines of business.

Changes in the loss ratio may occur as the result of additional information related to claims which occurred prior to the
balance sheet date. When actual experience differs from the original estimation with respect to the variables discussed
above, including developments in claims, judicial trends and inflation, the Group re-estimates the corresponding loss
ratio. A change of 1 % in the loss ratio (under the assumption that all other factors are stable) would impact the technical
result of the Group (through reserve adjustments accounted for in future periods) as follows:

 

            (in Euro million)  
Property & Casualty   Loss ratio for FY 2008   Impact on technical charges of changing the loss ratio  
    in%   1%   -1%  
Motor   72.2   (108)   108  
Property   63.3   (65)   65  
Liability   59.1   (21)   21  
Health   75.3   (24)   24  
Other   59.4   (42)   42  
Total   67.1   (260)   260  

Historically, similar movements in the loss ratio have been observed for the total non-life portfolio.

Non life intangible assets related to the future business

In a business combination, non-life insurance contracts may give rise to the recognition of customer intangible assets
relating to the new business to be underwritten with identified customers if such values can be measured reliably.
Such intangible assets, measured on the basis of new business values, mostly relate to expected renewals, based on
estimates about retention rates, and a set of assumptions, including the expected combined ratios as estimated at the
date of acquisition.

Discount rates - Life and Non life reserves

As at December 31, 2008: 90% of Life & Savings reserves (excluding unit-linked contracts) were discounted, of which
12% were subject to a revision of the discount rate and 77% retained the rate set at inception, subject to the liability
adequacy test described in Note 1 included in Item 18 of this Annual Report on Form 20-F.

28


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 financial statements at closing mainly consist of certain UK With-Profit contracts and
reserves for guarantees (Guaranteed Minimum Death Benefits etc.).

In the Property & Casualty business, most reserves (91 % at December 31, 2008) are not discounted, with the exception
of disability annuities and worker's compensation liabilities that are deemed structured settlements and, where the
discount rate is revised regularly. Such reserves are not sensitive to interest rate risks in financial statements.

The rates presented in the table disclosed in Note 14.9.2 to the consolidated financial statements included in Item 18
of this Annual Report on Form 20-F are weighted average rates for all the portfolios under consideration. For contracts
with guaranteed rates that are revised annually, rates are crystallized at the closing date.

In accordance with IFRS 7, the Group discloses, in Note 4 of its consolidated financial statements included in Item 18
of this Annual Report on Form 20-F, quantitative sensitivities of the Group "Embedded Value" (as defined previously in
the investment risk factors section) to interest risk and equity price risk.

Reinsurance

The Group uses reinsurance ceded as an element of its overall risk management program primarily to mitigate Property
& Casualty losses that may occur from catastrophes. Accordingly, its impact on the cash flows of the Group may vary
widely from one year to another, depending on the occurrence or declaration of related claims under this coverage.
However, the Group's consolidated financial position and results of operations are not significantly dependent on the
changes in the net result of reinsurance ceded as such changes are offset by corresponding changes in gross technical
charges.

In 2008 and 2007, the overall net impact of this activity to AXA was relatively small; approximately 5% of total Property
& Casualty premiums and liabilities were ceded as disclosed in Note 14 of the consolidated financial statements
included in Item 18 of this Annual Report on Form 20-F.

Since the 1980's, non-proportional reinsurance has been replacing traditional proportional reinsurance. The main
consequence of this long-term market trend to more coverage of peak and catastrophe risks has been an overall
reduction of premiums ceded to reinsurers, since non-proportional treaties generally cede less premiums than
proportional treaties.

Under the assumption that the reinsurance market has adequate capacity, the Group conducts actuarial analyses and
modelling of its ceded risks in parallel to the work done by reinsurers. As a result of these analyses, since 2002, the
Group has been able to retain additional levels of risk through an internal Group reinsurance pool (which would have
been otherwise ceded to external reinsurers). Due to the mutualisation of risk through the internal reinsurance pool, the
Group has been able to reduce the overall risks ceded to external reinsurers and purchase on the reinsurance market
a cover that is more effective than the incremental addition of local reinsurance covers through individual subsidiaries.
The level of catastrophe cover purchased by the Group (and particularly the main one covering European windstorms)
is adjusted every year according to the change in exposure of the Group.

29


Perpetual debt

Subordinated Perpetual debts and any related interest charges are classified in shareholders' equity or liabilities under
IFRS depending on contract clauses.

For a financial instrument (other than those that may or will be settled in the issuer's own equity instrument) to be
classified as a financial liability under IAS 32, the issuer must have a contractual obligation either:

- to deliver cash or another financial asset to the holder of the instrument, or

- to exchange financial assets or financial liabilities with the holder under conditions that are potentially unfavorable to
the issuer.

Given the complexity of certain instruments, there is an element of judgement when classifying such debts.

Employee benefits

AXA provides defined benefit pension plans in various forms covering eligible employees across its operations. There are
several assumptions that impact the actuarial calculation of pension plan obligations (the defined benefit obligation) and,
therefore, the pension and other benefits expense reflected in the financial statements. The pension and other benefits
expense is mainly the aggregation of the compensation cost or service component of benefits promised, interest cost
resulting from deferred payment of those benefits, and investment returns from assets dedicated to fund those benefits.
Each cost component is based on best estimates of long-term actuarial and investment return assumptions. The
assumptions used may differ from actual result due to changing financial market and economic conditions, changes
to terms and conditions of the plans, and longevity of participants. Actuarial gains and losses arising are recognized in
retained earnings under IFRS as a component of the SoRIE (Statement of Recognized Income and Expense).

Income tax

Deferred income tax assets and liabilities result from temporary differences between accounting and tax values of
assets and liabilities and from net operating tax loss carry forwards, if any. Net deferred tax assets on the balance sheet
are recognized only to the extent that it is probable that future taxable profit will be available. AXA evaluates all evidence
available to management in order to determine if a deferred tax asset is recognized. Given current market conditions,
to the extent that securities valuations remain depressed for prolonged periods of time and market conditions stagnate
or worsen as a result of the global financial crisis, future taxable profit may decrease leading to the derecognition of
deferred tax assets, reducing materially future earnings.

30


CONSOLIDATED OPERATING RESULTS

Consolidated gross revenues

CONSOLIDATED GROSS REVENUES(a)

                    (in Euro million)  
        2008      2007   2006
Restated
(d)
  2006
Published
  2008/2007  
Life & Savings   57,977   59,845   49,952   50,479   -3.1%  
of which Gross written premiums   56,071   57,773   48,268   48,786   -2.9%  
of which Fees and revenues from investment contracts with no participating feature   662   740   608   608   -10.6%  
Property & Casualty   26,039   25,016   19,510   19,793   4.1%  
International Insurance   2,841   3,568   3,716   3,716   -20.4%  
Asset Management   3,947   4,863   4,406   4,406   -18.8%  
Banking(b)   412   339   377   377   21.4%  
Holdings and other companies(c)   5   2   4   4   90.6%  
TOTAL   91,221   93,633   77,966   78,775   -2.6%  

(a) Net of intercompany eliminations.
(b) Excluding net realized capital gains and change in fair value of assets under fair value option and derivatives, net banking revenues and total consolidated revenues would respectively amount to €473 million and €91,285 million for the period ending December 31, 2008, €320 million and €93,617 million for the period ending December 31, 2007, and €393 million and €77,984 million for the period ending December 31, 2006.
(c)  Includes notably CDOs and real estate companies.

(d) Restated means the restatement of The Netherlands' activities as discontinued businesses.

 

The following commentary on segment contribution to AXA's consolidated gross revenues is based on financial data,
as detailed in Note 3 "Segmental Information" to the consolidated financial statements included in Item 18 of this Annual
Report on Form 20-F.

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

On a comparable basis means that the data for the current year period were restated using the prevailing foreign
currency exchange rates for the same period of prior year (constant exchange rate basis). It also means that data in
one of the two periods being compared were restated for the results of acquisitions, disposals and business transfers
(constant structural basis) and for changes in accounting principles (constant methodological basis). In particular,
comparable basis for revenues in this document means including acquisitions, disposals and business transfers, and
net of intercompany eliminations in both periods.

Consolidated gross revenues for the year ended December 31, 2008 reached €91,221 million, down 3%
compared to the year ended December 31, 2007.

Taking into account the restatements to comparable basis, mainly the impact of the acquisition of MPS (€2,660 million
or-2.8 points) and the appreciation of the Euro against other currencies (€2,858 million or +3.1 points, mainly from the
British Pounds and US Dollar), gross consolidated revenues were down 2% on a comparable basis.

31


Life & Savings

Life & Savings gross revenues were down 3%, or down 4% on a comparable basis, to €57,977 million net of
intercompany eliminations, (or €58,035 million before intercompany eliminations) mainly due to France, the United
States, the United Kingdom, and Japan, partly offset by Mediterranean and Latin American Region, Australia and
Switzerland.

France gross revenues decreased by €754 million (-5%) to €14,298 million. On a comparable basis (excluding
Neuflize Vie which is consolidated using the equity method starting 01/01/08 versus proportionate before), gross
revenues decreased by €380 million (-3%) as a result of:

- a decrease in individual savings (-5%) which however, outperformed the market (estimated between -9% and
-11%);

- a decrease in Group Retirement (-30%) due to an exceptional volume of large contracts in 2007 not repeated in
2008;

-an increase in individual health (+15%) and in Protection Group insurance (+ 9%), both due to positive net
inflows.

 

United States gross revenues decreased by €2,486 million (-15%) to €13,757 million. On a comparable basis, gross
revenues decreased by €1,448 million (-9%).

-Variable Annuity premiums (69% of gross revenues) decreased by 14% reflecting a slowdown of sales primarily
related to challenging market conditions.

- Life premiums (18% of gross revenues) decreased by 6% primarily driven by a decrease in First Year premiums
from anticipated declines in Fixed Universal Life product sales following price increases in 2007.

- Mutual Funds gross revenues (5% of gross revenues) decreased by 8%.

 

United Kingdom gross revenues decreased by €1,079 million (-23%) to €3,549 million. On a comparable basis,
gross revenues decreased by €495 million (-11 %):

- Investment & Savings (79% of gross revenues):

•  Insurance Premiums (64% of gross revenues) decreased by 16% as a result of lower Onshore and Offshore
bond premiums following recent tax changes and market turmoil.

•  Fees on Investment products (15% of gross revenues) reduced by 3%, mainly driven by adverse stock
market conditions.

- Life Insurance Premiums (17% of gross revenues) increased by 1% due to strengthening of the AXA Protection
Account brand and a strong direct proposition.

- Other revenues (4% of gross revenues) increased by 23% as a result of growth in brokerage revenues.

 

Japan gross revenues decreased by €488 million (-10%) to €4,628 million. On a comparable basis and excluding
(i) volatile group pension transfers (€63 million versus €46 million last year) and (ii) conversions including the non-
recurring 1Q07 Medical Whole Life upgrade campaign (€55 million versus €142 million last year), revenues declined
by €163 million (-3%):

- Life (43% of gross revenues): revenues decreased by €83 million (-4%) to €1,930 million mainly due to lower
revenues from lower margin products not actively promoted (Endowment, Whole Life and Group) and lower Term
products revenues due to a regulator review of the tax deductibility;

- Investment & Savings (31% of gross revenues): revenues decreased by €161 million (-10%) to €1,389 million
mainly due to lower sales of variable annuity products following turbulent market conditions and heavier regulatory
sales process;

32


-Health (26% of gross revenues): revenues increased by €81 million (+7%) to €1,193 million following strong
Medical Whole Life, Medical Rider and Cancer product sales in recent years.

Germany gross revenues increased by €32 million (+1 %) to €6,233 million mainly due to Health (€+42 million)
driven by premium adjustment and the impact of high new business in prior year. In Life, gross revenues decreased
(€-10 million) as a result of higher maturities in endowment business and cancellations in group business, partly offset
by Investment & Savings unit linked business especially from "Twinstar" (Variable Annuities with secondary guarantee)
product range.

Switzerland gross revenues increased by €363 million (+9%) to €4,495 million. On a comparable basis, gross
revenues increased by €215 million (+5%):

- Group Life (84% of gross revenues) increased by €228 million (+7%) to €3,779 million due to €+168 million in
single premiums (+9%) and €+60 million in regular premiums (+4%).

- Individual Life (16% of gross revenues) decreased by €17 million (-2%) to €717 million driven by higher maturities
on non unit-linked regular premium contracts and the drop in unit-linked single premiums (-21%) in a difficult
financial market environment.

 

Belgium gross revenues decreased by €512 million (-17%) to €2,563 million. On a comparable basis, gross revenues
decreased by €513 million (-17%):

- Individual Life and Savings revenues (76% of gross revenues) decreased by 20% to €1,957 million driven by the
decrease in unit-linked products (-55% to €194 million) partly due to the lower performance of the structured
products. The non unit-linked products' revenues declined by 14% to €1,460 million mainly due to the fall in Crest
products line. Traditional life products' revenues decreased by 3% to €303 million.

- Group Life and Savings revenues (24% of gross revenues) decreased by 3% to €606 million.

Mediterranean and Latin American Region (Italy, Spain, Portugal, Greece, Morocco, Turkey and Mexico) gross
revenues increased by €2,898 million (+151%) to €4,822 million. On a comparable basis, gross revenues increased
by €181 million (+4%) mainly driven by traditional savings products in Spain (€+162 million, mainly short term products
such as Flexiplus and Deposito Flexible) and by Accumulator sales in MPS (€167 million) partly offset by the lower
contribution from Index Linked products (€-163 million) in Italy.

Australia / New Zealand gross revenues increased by €335 million (+24%) to €1,719 million. On a comparable basis,
gross revenues increased by €390 million (+28%):

- Gross written premiums and fees (79% of gross revenues) increased by €423 million (+42%) to €1,353 million,
mainly driven by significant wholesale single premiums in wealth management guaranteed savings products
(within the life company) reflecting the recent investors trend to seek more conservative investments given market
volatility;

- Revenues from mutual fund and advice business (21% of gross revenues) decreased by €34 million (-9%) to
€366 million due to a decline in funds under management levels resulting from stock market decrease and lower
Mutual Funds net sales which decreased by €2,423 million (-106%) to €-85m driven by both lower inflows and
higher outflows.

Hong Kong gross revenues decreased by €131 million (-10%) to €1,126 million. On a comparable basis, gross
revenues decreased by €45 million (-4%) mainly driven by a decrease in investment and savings inflows due to the
investment market conditions (€-75 million), partially offset by an increase in individual life and health (€+17 million),
group business (€+9 million) and bancassurance products (€+7 million).

33


Property & Casualty

Property & Casualty gross revenues were up 4% to €26,039 million net of intercompany eliminations (or
€26,209 million before intercompany eliminations), or +3% on a comparable basis mainly driven by the Mediterranean
& Latin American Region (+6% to €6,414 million) and France (+3% to €5,595 million).

Personal lines (61 % of P&C gross revenues) were up 3% on a comparable basis, stemming from both Motor (+2%)
and Non-Motor (+3%).

Motor revenues grew by 2% mainly driven by (i) the Mediterranean & Latin American Region up 2%, driven by Turkey
and the Gulf Region, (ii) France up 3% reflecting higher net inflows (+133k new contracts stemming from all distribution
channels) in a competitive market, (iii) Asia (including Japan and South Korea) up 12% confirming its strong momentum,
and (iv) the United Kingdom & Ireland up 2%, driven by +34% growth (or €66 million) in Swiftcover direct business,
offset by a decrease of intermediated business linked to price increase to address profitability and competition driving
down prices in Ireland, partly offset by (v) Germany (-3%) as a result of contract losses in the context of market price
pressure.

Non-Motor revenues increased by 3% mainly driven by (i) France up 5% driven by positive net inflows (+71 k) combined
with an increase in the average premium in Household, and (ii) the Mediterranean & Latin American Region up 6%
driven by Property (+6%, mainly in Spain), and Health (+5%, driven by a new successful segmentation in Mexico).

Commercial lines (39% of P&C gross revenues) recorded a 3% growth on a comparable basis driven by both Motor
(+3%) and Non-Motor (+3%).

Motor revenues were up 3%, with strong growth in (i) the Mediterranean & Latin American Region (+9%) due to Mexico
(+26% from both renewal and acquisitions of large contracts), partly offset by Spain (-9% due to economic slowdown),
and (ii) Switzerland (+7%) driven by sales efforts, partly offset by (iii) the United Kingdom & Ireland (-2%) principally
reflecting rate reductions in Ireland to address increased competition whereas the United Kingdom remained resilient.

Non-Motor revenues were up 3%, driven by (i) the Mediterranean & Latin American Region (+13%) due to the positive
contribution from Health up 45% mainly driven by new corporate contracts issued in the Gulf Region and Mexico,
(ii) France (+4%) mainly driven by a strong portfolio development in Construction (+9%), and a moderate growth in
Property (+2%) and Liability (+3%) in a context of competitive markets, and (iii) Belgium (+3%) driven by all lines except
Property.

International Insurance

International Insurance revenues were down 20% to €2,841 million net of intercompany eliminations (or
€2,980 million before intercompany eliminations) due to the termination in October 2007 of the fronting agreement
between AXA RE and Paris Ré. Revenues were up 7% on a comparable basis driven by AXA Corporate Solutions
Assurance and AXA Assistance.

AXA Corporate Solutions Assurance revenues were up 6% to €1,954 million, driven by portfolio development and
positive volume effect in Construction, Marine and Liability in a tough pricing environment.

AXA Assistance revenues were up 11 % to €751 million driven by strong development in Healthcare and Travel
activities.

34


Asset management

Asset management revenues decreased by 19% or -14% on a comparable basis to €3,947 million net of
intercompany eliminations (or €4,342 million before intercompany eliminations) driven by lower management fees
(-11 %) due to lower average Assets under Management (-8% on a comparable basis) and a drop in performance fees
(-29%) in a context of financial crisis.

AllianceBernstein revenues were down 14% to €2,511 million driven by the decrease in management fees (-14%)
in line with lower average assets under management, in performance fees (-85%), in distribution fees (-20%) and in
others fees (-16%). Institutional Research Services continued to grow with fees up 11 %.

Assets Under Management decreased by €212 billion from year end 2007 to €331 billion at the end of 2008, driven by
market depreciation of €-200 billion and net outflows of €-30 billion, partly offset by a positive exchange rate impact
of €18 billion.

AXA Investment Managers revenues decreased by €296 million (-17%) or €236 million (-14%) on a comparable
basis to €1,436 million. Excluding distribution fees (retroceded to distributors), gross revenues decreased by €89 million
(-6%) mainly due to an unfavorable client and product mix and the decrease in retail business, while average assets
under management remained stable.

Assets Under Management decreased by €63 billion from year-end 2007 to €485 billion at the end of 2008 as
€2 billion net new money and €17 billion change in scope, were more than offset by €-61 billion negative market
impact, due to the equity market turmoil, and €-20 billion unfavorable exchange rate impact.

Banking

Net banking revenues were up 22% or +15% on a comparable basis to €412 million net of intercompany eliminations
(or €401 million before intercompany eliminations), mainly attributable to AXA Bank Europe (+15% to €249 million
mainly due to higher net interest and fee income) and AXA Banque (+25% to €102 million).

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Consolidated gross revenues for the year ended December 31, 2007 reached €93,633 million, up 20% compared to
the year ended December 31, 2006.

Taking into account the restatements to comparable basis, mainly the impact of restating 2006 for Winterthur
(€13,401 million or -18.1 points) and the appreciation of the Euro against other currencies (€2,830 million or
+3.6 points, mainly from the Japanese Yen and U.S. Dollar), gross consolidated revenues were up 5% on a
comparable basis

Life & Savings

Life & Savings gross revenues were up 20%, or up 5% on a comparable basis, to €59,845 million net of intercompany
transactions, (or €59,879 million before the elimination of intercompany transactions), mainly driven by the United
States, Belgium, and France.

35


France gross revenues increased by €250 million (+2%) to €15,052 million with positive contribution of both
Individual and Group businesses. In Individual lines, the Accumulator-type product "Capital Ressources" was launched
in March 2007. Group business growth was largely driven by Life & Health while Group retirement remained stable
following a strong 2006 performance.

United States gross revenues increased by €854 million (+6%) to €16,244 million, on a reported basis. On a
comparable basis, gross revenues increased by €2,323 million (+15%):

-Variable Annuity premiums increased by 19%. First year Variable Annuity premiums increased by 22%, with
Wholesale channel Variable Annuity sales up 27%.

- Life premiums increased by 7%, including a 34% increase in first year Life premiums driven by strong Wholesale
channel growth due to strong Fixed Universal Life sales.

- Other revenues (mainly from mutual funds) were up 18% due primarily to higher Asset Management fees.

 

United Kingdom gross revenues increased by €336 million (+8%) to €4,628 million on a reported basis, of which
€73 million was due to the inclusion of Thinc (trading as Bluefin Advisory Services from December 31, 2008). On a
comparable basis, including Winterthur in both periods and excluding Thinc in 2007, gross revenues increased by
€26 million (+1%):

- Investment & Savings (80% of gross revenues) were down 2% largely due to lower volumes of Onshore Bond
business and Offshore cash sales.

-Life Insurance Premiums (20% of gross revenues) increased by 13% due to increased volumes of Creditor
Insurance single premiums and higher AXA Protection Account and direct business volumes.

 

Japan gross revenues increased by 2% to €5,116 million on a reported basis. On a comparable basis, and excluding
group pension transfers (€51 million versus €299 million last year), revenues increased by €254 million (+5%) to
€5,070 million, driven by:

-Life (42% of gross revenues): revenues decreased by 4% (€-88 million) to €2,140 million driven by lower
Endowment, Whole Life, Group Life and LTPA regular premiums (€-120 million), partially offset by higher
Increasing Term revenues (€+35 million) reflecting the inforce block growth following strong sales until its
discontinuation in March 2007.
-Health (26% of gross revenues): revenues increased by 18% (€+215 million) to €1,299 million due to higher
conversions following a one time 1Q07 program which upgraded selected old Medical Whole Life policies to more
recent product generations (€+78 million), and the move from lower margin Term products to more profitable
medical products (€+68 million). Winterthur's revenues increased by €68 million mainly driven by Cancer sales.

- Investment & Savings (32% of gross revenues excluding group pension transfers): revenues increased by
8% (€+127 million) to €1,631 million with higher revenues from the launch of the Accumulator type products
(€+540 million) and strong sales of other variable annuity products (€+55 million) being partially offset by (i)
€-316 million lower SPA revenues (US dollar-denominated variable annuity product) following strong "post-launch"
salaried salesforce sales in Q1-2006 and (ii) lower regular premium individual fixed annuities (€-132 million), this
product being no longer actively promoted as part of Bancassurance's transition to higher margin variable annuity
products.

Germany gross revenues increased by €2,520 million (+68%) to €6,201 million on a reported basis. On a comparable
basis, revenues decreased by €51 million (-1 %) mainly due to lower traditional endowment business and lower Group
business resulting from reduced share in medical councils as well as high single premium business in 2006. The
decline was partly offset by Investment & Savings both unit linked (especially "Twinstar" products) and non unit-linked
premiums ("WinCash" product) as well as continuous growth in Health.

36


Switzerland gross revenues reached €4,133 million. On a comparable basis, gross revenues decreased by €40 million
(-1%):

- Group Life decreased by €37 million (-1 %) to €3,423 million as 2006 recorded a non-recurring high level of
premiums related to the transfer of vested benefits on new contracts.

- Individual Life increased by €22 million (+3%) to €693 million, due to strong growth in unit-linked business
of €74 million (+190%) to €108 million whereas traditional business decreased by €52 million (-8%) to
€585 million.

 

Belgium gross revenues increased by €563 million (+22%) to €3,075 million on a reported basis. On a comparable
basis, gross revenues increased by €315 million (+11%) due to the increase in both Individual Life & Savings (+9%)
and Group Life & Savings (+22%).

- Individual Life & Savings revenues increased by 9% to €2,453 million driven by the growth of unit-linked products
(+48% to €432 million) with the reclassification of AXA Life Invest products from investment to insurance products
and the launch of TwinStar in September 2007, and non unit-linked products (mainly Crest 40) by 5% to €1,707
million. Traditional Life products decreased by 4% to €313 million.

-Group Life & Savings revenues increased by 22% to €619 million due to exceptional 2007 high production
(including a €63 million single premium contract).

Mediterranean and Latin American Region (Italy, Spain, Portugal, Greece, Turkey and Morocco) gross revenues
increased by 30% on a reported basis to €1,924 million. On a comparable basis (including Winterthur in Spain and
Alpha Insurance in Greece for both periods), revenues were down 5% (€-87 million) mainly due to (i) a non recurring
single premium in Spain, related to the outsourcing of pension funds, in 2006 (€-116 million), (ii) a lower amount
of activity with institutional clients (€-43 million), as well as (iii) a decrease on other non unit-linked individual saving
products (€-84 million) - such as Protezione Patrimonio or Flexiplus - driven by the current market interest rate trend,
which reduced the commercial attractiveness of these products, and due to a switch of new business towards a more
profitable business. These were partially offset by the higher sales of individual unit-linked products - mainly driven by
the new Accumulator product launched mid March in Spain and early June in Italy, increasing by €+151 million.

Australia / New Zealand gross revenues were up €131 million to €1,384 million (+7% on a comparable basis),
given:

- Revenues from mutual fund and advice business increased by €94 million (+23% on a comparable basis) to €367
million due to continuing growth in funds under management.

-Gross written premiums and fees increased by €37 million to €1,018 million (+2% on a comparable basis),
reflecting the impact of a shift from old to new style superannuation products that offset the growth in individual
Life & Savings. As a reminder, new superannuation products are now predominantly sold through the Summit
and Generations platforms and are thus accounted for on a fee basis - in contrast to old style superannuation
products that were treated as insurance contracts.

Hong Kong gross revenues were up €216 million (+21%) to €1,257 million on a reported basis. This included
€110 million from MLC and €236 million from Winterthur. On a comparable basis - excluding the impact of MLC
but including Winterthur in both periods and at constant exchange rates - gross revenues were up 4% reflecting
the successful launch of a new unit linked investment & savings type product for which only fee income rather than
premium contributions are accounted for in gross revenues.

37


Property & Casualty

Property & Casualty gross revenues were up 28% to €25,016 million net of intercompany transactions (or
€25,180 million before the elimination of intercompany transactions), or +4% on a comparable basis mainly driven by
United Kingdom & Ireland (+8% to €5,076 million), Mediterranean & Latin American Region (+5% to €5,276 million),
France (+3% to €5,330 million), and Germany (+2% to €3,506 million).

Personal lines (60% of P&C premiums) were up 5% on a comparable basis, stemming from both Motor (+5%) and
Non-Motor (+5%).

Motor revenues grew by 5% mainly driven by (i) the Mediterranean & Latin American Region up 8%, following new
product launches in 2006 and 2007 (mainly "Protezione al volante" in Italy and "Dynamic 2" in Spain) and new segmented
tariffs notably in Turkey, (ii) the United Kingdom & Ireland up 21 %, largely as a result of the new business written through
its Internet company, Swiftcover, which benefited from increased volumes through aggregator websites, (iii) Asia up
15% which confirmed its strong momentum, and partly offset by (iv) Germany (+1%), France (+0%) and Switzerland
(-1%), recording positive net new contracts in a context of softening markets.

Non-Motor revenues increased by 5% mainly driven by (i) the United Kingdom & Ireland (+9%) as a result of strong
performance in both Health and Travel businesses, (ii) the Mediterranean & Latin American Region (+6%) with positive
contribution of all business lines, and (iii) France and Germany, both up 2%.

Commercial lines (38% of P&C premiums) recorded a +2% growth on a comparable basis driven by both Non-Motor
(+2%) and Motor (+2%).

Motor revenues were up 2%, with strong growth (i) in Germany (+5%) due to a higher number of vehicles in the existing
fleets, (ii) in France (+2%) following increase in tariffs, and (iii) in the United Kingdom & Ireland (+5%), partly offset by
(iv) Mediterranean Region (-4%) due to a lower contribution from former Winterthur fleet rental business further to a
strategic decision, and (v) Belgium (-2%).

Non-Motor revenues were up 2%, with France (+7%) mainly driven by Construction and the United Kingdom &
Ireland (+3%) largely driven by Health, partly offset by Belgium (-4%) due to the non-renewal of some less profitable
contracts.

International Insurance

International Insurance revenues were down 4%, or up 7% on a comparable basis, to €3,568 million net of
intercompany transactions (or €3,703 million before elimination of intercompany transactions) attributable to both
AXA Corporate Solutions Assurance and AXA Assistance.

AXA Corporate Solutions Assurance revenues increased by €116 million (or +7%) to €1,805 million driven by
portfolio developments in Marine, Property, Motor and Construction.

AXA Assistance revenues increased by 13% on both reported and comparable bases to €699 million mainly due
to Home Serve business in the United Kingdom (€+27 million), increased premiums in Travel business in Germany
(€+15 million) and a good commercial performance in France.

38


Asset management

Asset Management revenues increased by 10% or+17% on a comparable basis to €4,863 million net of intercompany
transactions (or €5,283 million before elimination of intercompany transactions) driven by higher average Assets under
Management (+21% on a comparable basis), partly offset by lower performance fees at AllianceBernstein, especially
on hedge funds.

AllianceBernstein revenues increased by 6%, or 15% on a comparable basis to €3,130 million, largely due to higher
base fees (+25%, with +28% in institutional clients, +20% in retail clients and +24% in private clients) driven by higher
average assets under management (+21%), partly offset by lower performance fees (-66%), especially on hedge funds.
Other revenues (mainly distribution fees, institutional research and other fees) were up 10%.

Assets under management ("AUM") decreased by €0.7 billion to €543 billion, as the strong global net inflows of
€23 billion across all client categories (€13 billion from institutional clients, €4 billion from retail clients and €6 billion
from private clients) and the €37 billion market appreciation were offset by a negative €62 billion exchange rate
impact.

AXA Investment Managers revenues increased by 20% or 21% on a comparable basis to €1,732 million mainly
due to higher average assets under management. The favorable client and product mix evolution was offset by a slight
decrease in performance fees.

AUM increased by €64 billion to €548 billion from year-end 2006 (+13% on a reported basis). This variation was driven
by €5 billion Net New Money (including €5 billion from third-party institutional clients), €7 billion market appreciation
and €68 billion change in scope (mainly from the integration of Winterthur), partly offset by €-16 billion unfavorable
exchange rate variation.

Banking

Revenues were down 10% or -4% on a comparable basis to €339 million (or €374 million before elimination of
intercompany transactions), mainly attributable to AXA Bank Europe (Belgium) (-15% on a comparable basis to
€216 million) in the context of an unfavorable yield curve and higher refinancing costs following higher short term
interest rates.

39


Consolidated net income

The tables below present AXA's consolidated operating results and contribution to AXA's consolidated net income by
segment for the periods indicated.

(In Euro million)  
    FY 2008   FY 2007   FY 2006
Restated(a)
  FY 2006
Published
 
Gross written premiums   84,662   86,116   71,299   72,099  
Fees and charges relating to investment contracts with no participating features   662   740   608   608  
Revenues from insurance activities   85,324   86,857   71,907   72,707  
Net revenues from banking activities   409   336   376   376  
Revenues from other activities   5,488   6,441   5,684   5,693  
Total revenues   91,221   93,633   77,966   78,775  
Change in unearned premiums net of unearned revenues and fees   (321)   (612)   (452)   (476)  
Net investment income(b)   21,762   17,470   14,184   14,461  
Net realized investment gains and losses(c)   (173)   5,264   4,225   4,260  
Change in fair value of financial instruments at fair value through profit & loss(h)   (51,994)   4,084   14,338   14,550  
of which change in fair value of assets with financial risk borne by policyholders,(c)   (43,687)   7,476   15,158   15,370  
Change in financial instruments impairment(d)   (5,663)   (927)   (192)   (194)  
Net investment result excluding financing expenses   (36,068)   25,891   32,555   33,077  
Technical charges relating to insurance activities(e)   (34,338)   (89,590)   (83,877)   (84,836)  
Net result from outward reinsurance   (97)   (1,047)   (1,450)   (1,455)  
Bank operating expenses   (59)   (57)   (78)   (78)  
Acquisition costs   (8,653)   (8,705)   (7,108)   (7,191)  
Amortization of the value of purchased business in force   (393)   (357)   (274)   (282)  
Administrative expenses   (10,238)   (10,462)   (8,705)   (8,788)  
Change in tangible assets impairment   (5)   2   18   18  
Change in goodwill impairment and other intangible assets impairment   (126)   (148)   (12)   (12)  
Other income and expenses   148   (397)   (518)   (511)  
Other operating income and expenses   (53,761)   (110,760)   (102,004)   (103,135)  
Income from operating activities before tax   1,070   8,152   8,066   8,241  
Income arising from investments in associates - Equity method   21   13   34   34  
Financing debts expenses(f)   (685)   (471)   (473)   (474)  
Operating income before tax   406   7,695   7,626   7,801  
Income tax(g)   830   (1,783)   (1,991)   (2,043)  
Net operating result   1,236   5,911   5,635   5,758  
Result from discontinued operations net of tax   -   480   123   -  
Net consolidated income   1,236   6,391   5,758   5,758  
Split between :                  
Net income Group share   923   5,666   5,085   5,085  
Minority interests share in net consolidated income   313   725   673   673  

(a)  In 2006, Restated means the restatement of the Netherlands' activities as discontinued operations.

(b) Net of investment management costs.

(c)  Includes impairment releases on investments sold.

(d) Excludes impairment releases on investments sold.

(e) Offset by a balancing entry in technical charges relating to insurance activities.

(f)  Includes net balance of income and expenses related to derivatives on financing debt (however excludes change in fair value of these derivatives).

(g) The Income tax line item as at December 31, 2008 includes an out-of-period adjustment related to the prior years' double recognition of Deferred
tax liabilities in relation with the changes in fair values of assets held by some consolidated investment funds (€188 million). The Group evaluated
the impact for each individual year and in aggregate and concluded that they were immaterial to the financial statements for all years in which
they were included. The prior years' Income tax expense recognized since the transition to IFRS was overstated by €13 million as at December
31, 2004, €51 million as December 31, 2005, €36 million as at December 31, 2006, €88 million as at December 31, 2007.

(h) Includes €-106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at the
end of September. According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects
of significant events that would have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were
adjusted with the provisional loss from October to December 2008. This adjustment reflects mainly the further increase of the credit spreads
during this period.

40


Net Income

(in Euro million)  
    Years ended December 31,  
    2008   2007   2006   Variation
2008 / 2007
 
Life & Savings   (446)   2,899   2,957   (3,345)  
Property & Casualty   926   2,218   1,977   (1,292)  
International Insurance   103   243   244   (140)  
TOTAL Insurance   583   5,360   5,178   (4,777)  
Asset Management   396   588   610   (191)  
Banking   (38)   6   10   (43)  
Holdings and other companies   (19)   (287)   (712)   269  
TOTAL   923   5,666   5,085   (4,743)  

Analysis of investment result

The following table summarizes the net investment results for the periods indicated.

                                                    (in Euro million)  
    Net investment income   Net realized
investment

gains and losses
  Change in fair value of
investments designated as
at fair value through profit
or loss
 
  Change in investments impairment   Net investment result
excluding financing
expenses
 
 
(Years ended December 31)   2008   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008(b)   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008(b)   2007   2006
Restated
(a)
 
Investment properties   810   787   789   520   1,160   698   (685)   (541)   384   (137)   (38)   38   508   1,369   1,909  
Debt securities   13,373   12,678   10,558   (821)   (245)   127   (4,509)   (1,483)   (1,331)   (1,076)   (390)   (78)   6,967   10,560   9,274  
Equity securities   1,577   2,028   1,534   (594)   5,056   3,269   (5,230)   (1,914)   1,031   (3,713)   (463)   (143)   (7,960)   4,708   5,691  
Non controlled investment funds   189   311   274   (36)   174   258   (90)   13   (13)   (723)   (38)   (5)   (660)   460   515  
Other assets held by controlled
investment funds designated at fair
value through profit & loss
  283   206   208   277   20   (7)   326   66   16   -   -   -   886   292   217  
Loans   1,305   1,252   885   (27)   12   (2)   551   47   (166)   (9)   1   (2)   1,820   1,312   716  
Assets backing contracts where the
financial risk is borne by policyholders
  517   801   527   -   -   -   (43,687)   7,476   15,158   -   -   -   (43,169)   8,277   15,685  
Hedge accounting derivatives   -   -   -   -   -   -   2,243   (179)   (460)   -   -   -   2,243   (179)   (460)  
Other derivatives   4,210   (82)   (163)   823   16   140   900   978   (490)   -   -   -   5,933   911   (514)  
Investment management expenses   (839)   (914)   (898)   -   -   -   -   -   -   -   -   -   (839)   (914)   (898)  
Other   337   403   471   (315)   (930)   (258)   (1,812)   (379)   208   (7)   1   (2)   (1,797)   (905)   419  
NET INVESTMENT RESULT   21,762   17,470   14,184   (173)   5,264   4,225   (51,994)   4,084   14,338   (5,663)   (927)   (192)   (36,068)   25,891   32,555  

(a)  Restated means the restatement of the Netherlands' activities as discontinued operations.

(b)  Includes €-106 million loss recognized for AXA Japan. As a reminder, AXA Japan closes its books at the end of September. According to
IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would have
been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from
October to December 2008. This adjustment reflects mainly the further increase of the credit spreads during this period.

41


Previously published information was as follows:

 

                    (in Euro million)  
    Net investment income   Net realized investment
gains and losses
  Change in fair value
of
investments designated
as at fair value through
profit or loss
  Change in investments
impairment
  Net investment result excluding financing expenses  
(Years ended December 31)   2006
Published
  2006
Published
  2006
Published
  2006
Published
  2006
Published
 
Investment properties   789   698   384   38   1,909  
Debt securities   10,703   130   (1,329)   (78)   9,426  
Equity securities   1,550   3,300   1,031   (145)   5,736  
Non controlled investment funds   274   258   (13)   (5)   515  
Other assets held by controlled investment funds designated at fair value through profit & loss   208   (7)   16   _   217  
Loans   1,005   (2)   (166)   (2)   836  
Assets backing contracts where the financial risk is borne by policyholders   527   _   15,370   _   15,897  
Hedge accounting derivatives   -   -   (460)   -   (460)  
Other derivatives   (162)   140   (492)   -   (514)  
Investment management expenses   (900)   -   -   -   (900)  
Other   467   (258)   208   (2)   415  
NET INVESTMENT RESULT   14,461   4,260   14,550   (194)   33,077  

EXCEPTIONAL AND DISCONTINUED OPERATIONS
INCLUDED IN NET INCOME

2008 net income included €-49 million related to exceptional and discontinued operations mainly driven by
€-38 million tax effect on transfer of AllianceBernstein units and €-10 million from the sale of the annuity portfolio in
Australia.

2007 net income included €482 million related to exceptional and discontinued operations due to €480 million in
relation with the sale of the Netherlands activities (of which €406 million gains on disposal and €74 million result up to
the closing date, both reported in AXA Belgium Holdings).

2006 net income included €311 million related to exceptional and discontinued operations, mainly:

- a net dilution gain at AllianceBernstein (€+86 million) as a result of the issuance of AllianceBernstein units and the
reversal of a deferred tax liability from prior period;

- a net realized capital gain (€+66 million) in Other International activities resulting from the sale of AXA RE's business
to Stone Point;

- a gain in the United States Holdings (€+43 million) resulting from a favorable tax settlement on the sale of DLJ in
2000;

- the contribution of the Netherlands activities to net income (€+123 million, of which €77 million in Life & Savings and
€45 million in Property & Casualty), as these activities were classified as discontinued operations.

42


YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

The net income for the year ended December 31, 2008 amounted to €923 million, down 84% or €-4,743 million
compared to the year ended December 31, 2007. On a constant exchange rate basis, net income decreased by 83%
or €-4,727 million reflecting the strong decrease of Life & Savings (€-3,315 million or-114%) and Property & Casualty
(€-1,273 million or -57%).

Net investment result amounted to €-36,068 million in 2008, down 239% (€-61,959 million) or -252%
(€-65,336 million) on a constant exchange rate basis compared to 2007. Net investment result was split as follows:

(i) Change in fair value of financial instruments at fair value through profit and loss amounted to €-51,994 million, down
€60,056 million on a constant exchange rate basis, resulting from all assets categories, including €-54,491 million
attributable to changes in fair value of assets backing contracts where the financial risk is borne by policyholders;

(ii) Financial instrument impairment charges amounted to €5,663 million, up €4,792 million, both from equities
(€3,281 million) reflecting the strong decrease of the markets and fixed maturities (€711 million) in the context of
increasing credit defaults;

(iii) Net realized gains amounted to €-173 million in 2008, down €5,571 million (or -106%) mainly in equities
(€-5,744 million).

 

These elements were partly offset by:

(iv) Net investment income amounted to €21,762 million, up €5,083 million (or +29%), including €+4,621 million
stemming from derivative instruments, including those related to the economic hedging program implemented to
mitigate certain risks associated with Variable Annuity guarantees in the United States (€+4,473 million).

Other operating income and expenses amounted to €-53,761 million in 2008 compared to €-110,760 million in
2007, mainly driven by a 81% decrease (or €+57,160 million) in technical charges from insurance activities in the Life
& Savings segment, mainly driven by the decrease in unit-linked reserves as a consequence of the change in fair value
of assets backing contracts where the financial risk is borne by policyholders.

The income tax expense was a benefit of €830 million in 2008, compared to an expense of €-1,783 million in 2007.
The €2,815 million decrease in tax expense was mainly due to (i) €62 million favorable non-recurring tax impact at
AllianceBernstein related to a deferred tax liability release on deferred undistributed foreign earnings, (ii) €163 million
in undiscounted tax adjustment on unrealized gains attributable to policyholders in unit-linked life funds in the United
Kingdom and (iii) lower taxable profits.

The contribution to AXA's consolidated net income of each operating segment is set out below:

Life & Savings segment

Net loss was €-446 million in 2008, down 115%, or -114% (€-3,315 million) on a constant exchange rate basis, driven
by lower net income in all main countries, notably the United States (€-1,181 million) and Belgium (€-788 million),
except in the United Kingdom (€+83 million). Overall, the decrease in Life & Savings net income resulted from lower
realized capital gains and higher net impairment charges, together with increased reserves related to Variable Annuity
guarantees, partly offset by higher investment result on derivatives hedging Variable Annuity guarantees.

43


Note that 2008 net income included an adjustment of €-106 million in Japan. As a reminder, AXA Japan closes its
books at the end of September. According to IFRS principles whereby the financial statements of the subsidiary shall
be adjusted to reflect the effects of significant events that would have been recognized with a closing date aligned with
the AXA Group, AXA Japan's 2008 accounts were adjusted with a provisional loss related to the activity from October
to December 2008. This adjustment reflected mainly the further increase of the credit spreads during this period.

Property & Casualty segment

Net income was €926 million in 2008, down 58%, or -57% (€-1,273 million) at constant exchange rates, driven in
particular by France (€-308 million), Belgium (€-289 million), Germany (€-283 million) and the United Kingdom and
Ireland (€-237 million).

Overall, the decrease in Property & Casualty net income was the result of a better technical profitability more than offset
by lower net investment result.

International Insurance segment

Net income was €103 million in 2008, down 58%, or-64% (€-156 million) at constant exchange rates mainly given
lower income in AXA Corporate Solutions Assurance (€-103 million) reflecting a €77 million negative change in fair
value on credit mutual funds as a result of widening of corporate spreads.

Asset Management segment

Net income was €396 million in 2008, down 33%, or -27% (€-158 million) at constant exchange rates driven by
both AXA Investment Managers (€-108 million) and AllianceBernstein (€-50 million). Overall, the decrease in Asset
Management net income was due to lower gross revenues and net investment results, partly offset by lower general
expenses and a €62 million favorable non-recurring tax impact at AllianceBernstein.

Banking segment

Net loss was €-38 million in 2008, a decrease of €-43 million at constant exchange rates compared to 2007 as
higher loss in AXA Bank Europe (€-37 million) mainly due to a strong decrease in the net realized capital gains and
impairments on equities and CDOs as well as the unfavorable change in fair value of mutual funds and other assets
covered with a fair value hedge or natural hedge and Swiss Bank (€-22 million) driven by €22 million start up costs,
were partly offset by higher income in AXA Banque (€+15 million) reflecting a €27 million more favorable impact of
change in fair value of macro-hedge derivatives instruments.

Holdings and other companies

Net loss was €-19 million in 2008, down 93%, or down 76% (€-218 million) at constant exchange rates, as higher
income in AXA SA (€+980 million), driven by the increase of the mark-to-market of equity derivatives set up to reduce
the Group exposure to equities, was more than offset by higher loss in Belgium (€-483 million), due to the non-
recurrence of the 2007 sale of the Netherlands activities, and in the United Kingdom (€-267 million), mainly due to a
€64 million non recurrence of a 2007 release of deferred tax provision and €189 million exchange rate loss in 2008
primarily arising from the revaluation of Euro-denominated inter-company loans.

44


YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

The net income for the year ended December 31, 2007 was €5,666 million. Excluding the contribution of Winterthur
in 2007 (€392 million), net income in 2007 was up 4% or €+188 million compared to the year ended December 31,
2006 (or 7% and €335 million on a constant exchange rate basis), with Property & Casualty and Holdings being the
major contributors to this performance.

Net investment result amounted to €25,891 million in 2007. Excluding the contribution of Winterthur in 2007

(€3,280 million), net investment result was down €-9,943 million or -31% compared to 2006. Net investment result

was split as follows:

(i) Change in fair value of financial instruments at fair value through profit and loss amounted to €4,084 million.
Excluding the contribution of Winterthur in 2007 (€782 million), change in fair value of financial instruments at
fair value through profit and loss decreased by €11,036 million, resulting from all assets categories, including
€-8,433 million attributable to changes in fair value of assets backing contracts where the financial risk is borne by
policyholders;

(ii) Financial instrument impairment charges amounted to €927 million. Excluding the contribution of Winterthur in 2007
(€257 million), impairment charges increased by €477 million, both from fixed maturities (€248 million) in the context
of increasing interest rates, and equities (€151 million);

 

These elements were partly offset by:

(iii) Net investment income amounted to €17,470 million. Excluding the contribution of Winterthur (€2,791 million), net
investment income increased by +3% (or €+494 million), including €+262 million stemming from assets backing
contracts where the financial risk is borne by policyholders and €256 million from derivative instruments;

(iv) Net realized gains amounted to €5,264 million in 2007. Excluding the contribution of Winterthur (€-37 million),
realized capital gains increased by +25% (or€+1,075 million), mainly in equities.

Other operating income and expenses amounted to €-110,760 million in 2007. Excluding the contribution of
Winterthur in 2007 (€-15,806 million), other operating income and expense amounted to €-94,954 million in 2007,
compared to €-102,004 million in 2006, mainly driven by a 9% decrease (or €+7,888 million) in technical charges from
insurance activities notably in the Life & Savings segment (€+8,881 million), partly offset by a €706 million increase in
acquisition costs (+10%).

The income tax expense amounted to €-1,783 million in 2007. Excluding the contribution of Winterthur in 2007
(€-145 million), the income tax expense decreased by €-353 million (or €-277 million on a constant exchange rate
basis) notably benefiting from the non-recurring 2006 increases in deferred tax provisions of €167 million in the United
Kingdom Life & Savings segment, as well as lower tax expenses in the Property & Casualty segment, notably in
Germany and Belgium.

The contribution to AXA's consolidated net income of each operating segment is set out below:

Life & Savings segment

Net income was €2,899 million in 2007. Excluding Winterthur contribution (€199 million), net income decreased by 9%,
or by 5% (€-147 million) on a constant exchange rate basis, as higher incomes in the United Kingdom (€+61 million)

45


and Germany (€+47 million) were more than offset by decreases in net income in Belgium (€-91 million), France
(€-67 million), and the United States (€-79 million). Overall, the decrease in Life & Savings net income resulted from
lower net investment result, not fully offset by the growth in revenues.

Property & Casualty segment

Net income was €2,218 million in 2007. Excluding Winterthur contribution in 2007 (€200 million), net income increased
by 2%, or +3% (€+50 million) at constant exchange rates, driven in particular by Germany (€+89 million) and the
Mediterranean Region (€+147 million), partly offset by the United Kingdom and Ireland (€-143 million). Overall, Property
& Casualty net income increase resulted from higher volume of business, higher investment result driven by increased
invested assets, and lower tax charges notably in Germany and Belgium, partly offset by a deteriorated technical
profitability (mainly due to major losses).

International Insurance segment

Net income was €243 million in 2007. Excluding the contribution of Winterthur in 2007 (€19 million), net income
decreased by €20 million as a €27 million decrease in the contribution of AXA RE run-off portfolio was partly offset by
a €+7 million increase in AXA Corporate Solutions Assurance.

Asset Management segment

Net income was €588 million in 2007. Excluding the contribution of Winterthur in 2007 (€14 million), net income
decreased by -6%, or was flat on a constant exchange rate basis, as higher earnings in 2007 were offset by the non
recurrence of 2006 one-time items of €86 million, mainly dilution gains at AllianceBernstein.

Banking segment

Net income was €6 million in 2007, a €4 million decrease compared to 2006, as the €14 million increase in net income
of AXA Banque (France) was more than offset by a €18 million decrease at AXA Bank Europe (Belgium) notably driven
by higher integration costs related partly to early retirement pension plans.

Holdings and other companies

Net loss was €-287 million in 2007. Excluding the contribution of Winterthur in 2007 (€-40 million), net income
was up €+465 million compared to 2006 (or €455 million on a constant exchange rate basis), notably driven by the
€406 million gain on the sale of the Netherlands' activities in 2007.

46


Consolidated Shareholders' Equity

As of December 31, 2008, consolidated shareholders' equity totaled €37.4 billion. The movement in shareholders'
equity since January 1, 2006, is presented in the table below:

    Shareholders' Equity
(in Euro million)
  Number of ordinary
outstanding shares
(in million)
 
At January 1,2006   36,525   1,872  
Share Capital   507   221  
Capital in excess of nominal value   3,800   -  
Equity-share based compensation   106   -  
Treasury shares sold or bought in open market   137   -  
Change in equity component of compound financial instruments   -   -  
Deeply subordinated debt (including accrued interests)   3,539   -  
Fair value recorded in shareholders' equity   (375)   -  
Impact of currency fluctuations   (764)   -  
Cash dividend   (1,647)   -  
Other   60   -  
Net income for the period   5,085   -  
Actuarial gains and losses on pension benefits   252   -  
At December 31, 2006   47,226   2,093  
Share Capital   (74)   (32)  
Capital in excess of nominal value   (1,126)   -  
Equity-share based compensation   92   -  
Treasury shares sold or bought in open market   (195)   -  
Change in equity component of compound financial instruments   (109)   -  
Deeply subordinated debt (including accrued interests)   238   -  
Fair value recorded in shareholders' equity   (2,983)   -  
Impact of currency fluctuations   (1,392)   -  
Cash dividend   (2,218)   -  
Other   (93)   -  
Net income for the period   5,666   -  
Actuarial gains and losses on pension benefits   612   -  
At December 31, 2007   45,642   2,061  
Share Capital   65   28  
Capital in excess of nominal value   370   -  
Equity-share based compensation   107   -  
Treasury shares sold or bought in open market   169   -  
Change in equity component of compound financial instruments   -   -  
Deeply subordinated debt (including accrued interests)   (719)   -  
Fair value recorded in shareholders' equity   (5,087)   -  
Impact of currency fluctuations   (1,234)   -  
Cash dividend   (2,473)   -  
Other   373   -  
Net income for the period   923   -  
Actuarial gains and losses on pension benefits   (695)   -  
At December 31, 2008   37,440   2,089  

47


Earnings per share ("EPS")

    (in Euro million except ordinary shares in million)    
    2008   2007   2006 Restated(b) Var. 2008 versus 2007    
    Basic(a)   Fully
diluted (a)
  Basic(a)   Fully
diluted (a)
  Basic(a)   Fully
diluted (a)
Basic (a) Fully
diluted(a)
 
Weighted average number of shares   2,035.4   2,043.6   2,042.7   2,060.8   1,947.8   2,031.7      
Net income   900   900   5,631   5,631   4,951   5,064      
Net income (Euro per Ordinary Share)   0.44   0.44   2.76   2.73   2.54   2.49   -84.0% -83.9%  

(a) From HY 2008, EPS calculation takes into account interest payments and foreign exchange impacts related to perpetual debts classified in
shareholders equity with retrospective application.

(b) Restated in full year 2006 means the restatement of The Netherlands' activities as discontinued businesses.

Return On Equity ("ROE")

                (in Euro million)  
    Year ended,
December 31, 2008
  Year ended,
December 31, 2007
  Year ended,
December 31, 2006
  Change in % points  
ROE   2.3%   13.1%   13.2%   -10.9%  
Net income group share   923   5,666   5,085      
Average shareholders' equity   40,615   43,096   38,644      

48


LIFE & SAVINGS SEGMENT

The tables below present the operating results of AXA's Life & Savings segment, as well as the contribution to gross
revenues and net income attributable to the principal geographic operations within this segment for the periods
indicated. The information below is before elimination of intercompany transactions:

                (In Euro million)  
    FY 2008   FY 2007   FY 2006
Restated
(a)
  FY 2006
Published
 
Gross written premiums   56,127   57,807   48,275   48,793  
Fees and charges relating to investment contracts with no participating features   662   740   608   608  
Revenues from insurance activities   56,789   58,548   48,883   49,401  
Net revenues from banking activities   -   -   -   -  
Revenues from other activities   1,246   1,332   1,076   1,084  
Total revenues   58,035   59,879   49,959   50,485  
Change in unearned premiums net of unearned revenues and fees   (348)   (278)   (229)   (249)  
Net investment income   18,533   14,898   12,125   12,372  
Net realized investment gains and losses   (558)   4,196   3,443   3,475  
Change in fair value of financial instruments at fair value through profit & loss(c)   (51,579)   4,691   14,687   14,898  
of which of change in fair value of assets with financial risk borne by policyholders (b)   (43,687)   7,468   15,158   15,370  
Change in financial instruments impairment   (3,923)   (655)   (134)   (135)  
Net investment result excluding financing expenses   (37,528)   23,129   30,122   30,610  
Technical charges relating to insurance activities(b)   (15,213)   (70,595)   (68,999)   (69,815)  
Net result from outward reinsurance   913   32   (27)   (28)  
Bank operating expenses   -   -   -   -  
Acquisition costs   (3,574)   (3,744)   (3,095)   (3,103)  
Amortization of the value of purchased business in force   (393)   (357)   (274)   (282)  
Administrative expenses   (3,573)   (3,514)   (2,822)   (2,871)  
Change in tangible assets impairment   (3)   (0)   7   7  
Change in goodwill impairment and other intangible assets impairment   (32)   (58)   -   -  
Other income and expenses   (147)   (231)   (166)   (167)  
Other operating income and expenses   (22,022)   (78,465)   (75,375)   (76,259)  
Income from operating activities before tax   (1,863)   4,265   4,477   4,587  
Income arising from investments in associates - Equity method   18   6   12   12  
Financing debts expenses   (74)   (91)   (106)   (106)  
Operating income before tax   (1,919)   4,180   4,383   4,493  
Income tax   1,499   (994)   (1,285)   (1,319)  
Net operating result   (420)   3,186   3,098   3,175  
Result from discontinued operations net of tax   -   -   77   -  
Net consolidated income   (420)   3,186   3,175   3,175  
Split between :                  
Net income Group share   (446)   2,899   2,957   2,957  
Minority interests share in net consolidated income   26   287   218   218  

(a)  In 2006, Restated means the restatement of The Netherlands' activities as discontinued operations.

(b) Offset by a balancing entry in technical charges relating to insurance activities.

(c)  Includes €-106 million loss recognized against Other payables in the balance sheet. As a reminder, AXA Japan closes its books at the
end of September. According to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects
of significant events that would have been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were
adjusted with the provisional loss from October to December 2008. This adjustment reflects mainly the further increase of the credit spreads
during this period.

49


CONSOLIDATED GROSS REVENUES

                (in Euro million)  
    2008   2007   2006
Restated(b)
  2006
Published
 
France   14,298   15,052   14,802   14,802  
United States   13,757   16,244   15,390   15,390  
United Kingdom   3,549   4,628   4,292   4,292  
Japan   4,628   5,116   5,027   5,027  
Germany   6,233   6,201   3,681   3,681  
Switzerland   4,495   4,133   141   141  
Belgium   2,563   3,075   2,512   2,512  
Mediterranean & Latin American Region(a)   4,822   1,924   1,476   1,476  
Other countries   3,690   3,507   2,637   3,164  
TOTAL   58,035   59,879   49,959   50,485  
Intercompany transactions   (59)   (35)   (7)   (7)  
Contribution to consolidated gross revenues   57,977   59,845   49,952   50,479  

(a) Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco and Mexico.

(b) Restated means the restatement of The Netherlands' activities as discontinued businesses.

NET INCOME

                (in Euro million)  
    Years ended December 31,   Variation  
    2008   2007   2006   2008 / 2007  
France   425   709   776   (284)  
United States   (296)   863   1,020   (1,159)  
United Kingdom   257   216   138   41  
Japan   (151)   219   256   (370)  
Germany   (70)   179   81   (249)  
Switzerland   (93)   135   7   (228)  
Belgium   (597)   191   310   (788)  
Mediterranean & Latin American Region(a)   52   84   63   (32)  
Other Countries   29   304   304   (274)  
Contribution to net income   (446)   2,899   2,957   (3,345)  

(a) Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco and Mexico

In 2008, the Life & Savings segment accounted for 64% of AXA's consolidated gross revenues after elimination of
intercompany transactions (64% in 2007 and 64% in 2006). The Life & Savings segment had a negative contribution to
AXA's 2008 consolidated net income of -48%, and was the primary contributor to AXA's 2007 (51 %) and 2006 (58%)
consolidated net income.

50


Analysis of investment results

The following table summarizes the net investment results of AXA's Life & Savings operations by type of invested
financial assets for the periods indicated before elimination of intercompany transactions.

                                                    (in Euro million)  
    Net investment income   Net realized investment
gains and losses
  Change in fair value of
investments designated
as
at fair value through
profit
or loss
  Change in investments
impairment
  Net investment
result
excluding
financing
expenses            
     
(Years ended December 31)   2008   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008 (b)   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008 (b)   2007   2006
Restated
(a)
 
Investment properties   646   634   680   435   1,037   677   (680)   (542)   356   (73)   (30)   34   328   1,100   1,747  
Debt securities   11,148   10,669   8,958   (642)   (151)   262   (3,612)   (1,198)   (1,293)   (840)   (339)   (73)   6,054   8,981   7,854  
Equity securities   1,103   1,533   1,185   (1,005)   4,146   2,518   (4,768)   (2,011)   923   (2,570)   (278)   (86)   (7,240)   3,390   4,540  
Non controlled investment funds   133   260   230   (48)   122   124   (94)   17   (14)   (424)   (4)   (2)   (434)   394   338  
Other assets held by controlled
investment funds designated at fair
value through profit & loss
  232   189   198   277   18   (7)   418   2   18   -   -   -   927   209   208  
Loans   1,384   1,358   1,033   (23)   4   (4)   555   51   (166)   (9)   2   (6)   1,906   1,414   857  
Assets backing contracts where the
financial risk is borne by policyholders
  529   817   527   -   -   -   (43,687)   7,468   15,158   -   -   -   (43,158)   8,284   15,685  
Hedge accounting derivatives   -   -   -   -   -   -   341   251   (97)   -   -   -   341   251   (97)  
Other derivatives   3,975   (112)   (213)   669   (14)   149   1,082   915   (402)   -   -   -   5,726   790   (466)  
Investment management expenses   (908)   (900)   (884)   -   -   -   -   -   -   -   -   -   (908)   (900)   (884)  
Other   293   451   411   (221)   (967)   (275)   (1,135)   (263)   203   (8)   (6)   (0)   (1,070)   (785)   339  
NET INVESTMENT RESULT   18,533   14,898   12,125   (558)   4,196   3,443   (51,579)   4,691   14,687   (3,923)   (655)   (134)   (37,528)   23,129   30,122  

(a) Restated means the restatement of the Netherlands' activities as discontinued operations.

(b)  Includes €-106 million loss recognized for AXA Japan. As a reminder, AXA Japan closes its books at the end of September. According to
IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of significant events that would have
been recognized with a closing date aligned with the AXA Group, AXA Japan's 2008 accounts were adjusted with the provisional loss from
October to December 2008 . This adjustment reflects mainly the further increase of the credit spreads during this period.

Previously published information was as follows:

                    (in Euro million)  
    Net investment income   Net realized investment
gains and losses
  Change in fair value of
investments designated
as
at fair value through
profit
or loss
  Change in investments
impairment
  Net investment
result
excluding
financing
expense
 
(Years ended December 31)   2006
Published
  2006
Published
  2006
Published
  2006
Published
  2006
Published
 
Investment properties   680   677   356   34   1,747  
Debt securities   9,072   264   (1,291)   (73)   7,972  
Equity securities   1,200   2,549   923   (88)   4,584  
Non controlled investment funds   230   124   (14)   (2)   338  
Other assets held by controlled
investment funds designated at fair
value through profit & loss
  198   (7)   18   -   208  
Loans   1,152   (4)   (166)   (6)   976  
Assets backing contracts where the
financial risk is borne by policyholders
  527   -   15,370   -   15,897  
Hedge accounting derivatives   -   -   (97)   -   (97)  
Other derivatives   (212)   149   (403)   -   (467)  
Investment management expenses   (891)   -   -   -   (891)  
Other   416   (275)   203   (0)   343  
NET INVESTMENT RESULT   12,372   3,475   14,898   (135)   30,610  

51


The year-to-year commentaries below are based on operating results of the segment before elimination of intercompany
transactions (for further information refer to Note 3 "Segmental information" to the consolidated financial statements
included in Item 18 of this Annual Report on form 20-F).

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues were down 3%, or down 4% on a comparable basis, to €57,977 million net of intercompany
eliminations, (or €58,035 million before intercompany eliminations), mainly driven by the United States, Belgium, the
United Kingdom and France. For a detailed analysis of Life & Savings gross revenues, refer to section "Consolidated
Gross Revenues".

The net investment result excluding financing expenses was €-37,528 million in 2008, a decrease of €60,657 million
compared to 2007 (or €64,015 million on a constant exchange rate basis). This decrease was explained as follows:

a) A €4,754 million decrease (€4,891 million on a constant exchange rate basis) in net realized investment gains and
losses to €-558 million in 2008, mainly driven by the United Kingdom (€-3,193 million mostly on equities within "With
Profit" funds due to the significant downturn in markets during 2008) and Australia-New Zealand (€-1,537 million
as a result of the significant drop in markets in 2008, partly offset by Japan (€+1,810 million mainly due to higher
realized gains on foreign exchange derivatives).

b) A €-56,270 million decrease (€-60,189 million on a constant exchange rate basis) in change in fair value of financial
instruments at fair value though profit and loss to €-51,579 million in 2008, mainly driven by:

- a €54,483 million decrease in change in fair value from assets backing contracts where the financial risk is borne
by policyholders, mainly in the United States (€-29,590 million), the United Kingdom (€-13,463 million) and
France (€-7,165 million) as the result of challenging European and US equity & fixed maturity markets in 2008;

- a €3,240 million decrease in change in fair value of equities, mainly attributable to the United Kingdom (€-1,209
million) and France (€-932 million) due to unfavorable equity markets in 2008;

- a €2,533 million decrease in change in fair value of fixed maturities, mainly attributable to France
(€-1,164 million), the United Kingdom (€-427 million), Belgium (€-362 million) and Germany (€-326 million) due
to credit spread widening; and

- a €-106 million loss in Japan. As a reminder, AXA Japan closes its books at the end of September. According
to IFRS principles whereby the financial statements of the subsidiary shall be adjusted to reflect the effects of
significant events that would have been recognized with a closing date aligned with the AXA Group, AXA Japan's
2008 accounts were adjusted with a provisional loss related to the activity from October to December 2008. This
adjustment reflected mainly the further increase of the credit spreads during this period.

 

c) A €3,267 million increase (€3,285 million at constant exchange rate basis) in net impairment charges to €-3,923 million
in 2008, including notably:

-€2,306 million higher impairment charges on equities available for sale, especially in Belgium (€-521 million),
France (€-491 million), Germany (€-378 million), Switzerland (€-284 million), Hong Kong (€-265 million),
Mediterranean and Latin American Region (€-143 million) and Australia-New Zealand (€-133 million);

- €513 million higher impairment charges on fixed maturities mainly in Switzerland (€-113 million), France (€-108 million),
Mediterranean and Latin American Region (€-72 million), the United States (€-71 million), Belgium (€-51 million),
the United Kingdom (€-37 million) and Germany (€-24 million); and

-€410 million higher impairment charges on non consolidated investment funds mainly driven by Switzerland
(€-273 million), France (€-56 million) and Mediterranean and Latin American Region (€-42 million).

52


Partly offset by

d) A €3,635 million increase (€4,350 million at constant exchange rate basis) in net investment income to €18,533
million in 2008, resulting from a €4,473 million increase in the United States related to derivative instruments
including those related to the economic hedging program implemented to mitigate certain risks associated with
Variable Annuity guarantees.

Technical charges relating to insurance activities were €-15,213 million in 2008, down €55,382 million,
or €57,156 million on a constant exchange rate basis, mainly driven by the decrease in unit linked reserves as a
consequence of the €-54,483 million changes in fair value of assets backing contracts where the financial risk is borne
by policyholders, partly offset by a €6,161 million increase in reserves related to Variable Annuity guarantees, mainly in
the United States and Germany, due to financial market conditions.

Net result of reinsurance ceded amounted to €913 million, an increase by €880 million (or €957 million on a
constant exchange rate basis) mainly due to a strengthening of reserves in the United States associated with a disability
income portfolio which was ceded to a third party (this impact being offset in technical charges).

Acquisition costs (DAC and equivalent capitalization, net of amortization, and insurance acquisition expenses)
amounted to €-3,574 million in 2008, flat compared to 2007 at constant exchange rates, resulting from:

- €302 million lower insurance acquisition expenses, notably in the United States (€-289 million), the United Kingdom
(€-96 million) and Germany (€-72 million), partly offset by the Mediterranean and Latin American Region
(€+165 million, or flat excluding AXA MPS and Mexico);

- a €37 million lower DAC amortization charge, mainly from a €32 million decrease in the United Kingdom;
partly offset by

- a €340 million decrease in DAC capitalization, in particular in the United States (€-254 million) and the United
Kingdom (€-116 million), partly offset by France (€+27 million).

Amortization of value of purchased life business inforce and other intangible assets amounted to €-393 million
in 2008, up €67 million at constant exchange rates, stemming mainly from the United Kingdom (€+95 million) and
Mediterranean and Latin American Region (€+34 million), partly offset by France (€-26 million), Japan (€-21 million)
and Switzerland (€-18 million).

Administrative expenses were €-3,573 million in 2008, up €59 million compared to 2007 (+2%), or €+231 million
(+7%) on a constant exchange rate basis, notably including €+159 million from acquisitions in the United Kingdom
(€+44 million from the brokerage company SBJ), in Australia-New Zealand (€+61 million from the financial advisor
Genesys) and in the Mediterranean and Latin American Region (€+38 million from AXA MPS and €+16 million from
Seguros ING in Mexico) and €+43 million in France.

Changes in goodwill impairment and other intangible assets impairment amounted to €-32 million, a decrease
of €23 million at constant exchange rates compared to 2007, mainly reflecting the write-down of the intangible asset
related to USFL's insurance distribution system recorded in 2007 in the United States.

Other expenses amounted to €-147 million in 2008, down €84 million over the year, or €74 million on a constant
exchange rate basis. This increase notably resulted from a €41 million decrease in Hong Kong and a €20 million
decrease in Switzerland.

Income tax benefit was €1,499 million in 2008 (compared to a tax charge of €994 million in 2007), representing a
decrease of €2,693 million at constant exchange rates mainly driven by (i) a €1,143 million higher tax benefit in the
United Kingdom reflecting a sharp reduction in deferred policyholder's tax liability as a result of the decrease in value of

53


policyholders' account balances compared to 2007, and (ii) lower tax charges mainly in the United States (€582 million),
in Australia-New Zealand (€465 million), in France (€183 million), in Germany (€157 million) and in Japan (€142 million)
as a result of lower pre-tax earnings.

Net loss amounted to €-446 million in 2008. On a constant exchange rate basis, net income decreased by
€3,315 million mainly resulting from lower realized capital gains and higher net impairment charges, together with
increased reserves related to Variable Annuity guarantees, partly offset by higher investment result on derivatives
hedging Variable Annuity guarantees.

Note that 2008 net income included an adjustment of €-106 million in Japan. As a reminder, AXA Japan closes its
books at the end of September. According to IFRS principles whereby the financial statements of the subsidiary shall
be adjusted to reflect the effects of significant events that would have been recognized with a closing date aligned with
the AXA Group, AXA Japan's 2008 accounts were adjusted with a provisional loss related to the activity from October
to December 2008. This adjustment reflected mainly the further increase of the credit spreads during this period.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues were up 20%, or up 5% on a comparable basis, to €59,845 million net of intercompany transactions,
(or€59,879 million before the elimination of intercompany transactions), mainly driven by the United States, Belgium, and
France. For a detailed analysis of Life & Savings gross revenues, refer to section "Consolidated Gross Revenues".

The net investment result excluding financing expenses was €23,129 million in 2007. Excluding the contribution
of Winterthur (€2,961 million), net investment result decreased by €9,953 million compared to full year 2006 (or
€9,260 million on a constant exchange rate basis). This decrease was explained as follows:

a)  Net investment income amounted to €14,898 million in 2007. Excluding the contribution of Winterthur in 2007
(€2,415 million), net investment income increased by €357 million resulting mainly from:

- a €422 million increase in Australia-New Zealand, mainly attributable to net investment income from assets
backing contracts where the financial risk is borne by policyholders, on the back of higher dividend income, as a
result of better corporate earnings, and higher interest income;

- a €161 million increase in France, mainly driven by a higher asset base in fixed maturities.
Partly offset by:

- a €-182 million decrease in Japan, as (i) higher returns from alternative investments were more than offset by
(ii) unfavorable foreign exchange impacts (€-92 million), and (iii) lower income from fixed maturities reflecting the
impact of the 2006 portfolio restructuring, moving from foreign bonds with Interest Rate Swaps to Japanese
Government Bonds. However, this restructuring triggered at the same time a significant reduction of the hedge
cost (decreasing by €-147 million) reflected in realized capital gains through foreign exchange and derivative
impacts and change in fair value.

 

b)  Net realized investment gains amounted to €4,196 million in 2007. Excluding the contribution of Winterthur in 2007
(€-24 million), net realized gains increased by €+776 million (or €+702 million on a constant exchange rate basis),
mainly as a result of:

- a €1,264 million increase in the United Kingdom, or a €1,275 million increase on a constant exchange rate basis,
to €2,662 million, mainly due to portfolio changes arising from a fund rebalancing exercise; and

- a €-739 million decrease in Japan, resulting from (i) proceeds of underlying assets almost equal to last year
(€+1 million), (ii) reduction of the hedge cost mentioned above (€+133 million), (iii) other derivatives (€-137 million),

54


(iv) other negative foreign exchange impact resulting mainly from the close out of currency forwards and disposal
of assets in Euro (€-841 million), and (v) pure impact of foreign exchange rate (€+105 million).

c)  Change in fair value of financial instruments at fair value though profit and loss amounted to €4,691 million in 2007.
Excluding the contribution of Winterthur in 2007 (€+789 million), the change in fair value of financial instruments at
fair value through profit and loss decreased by €-10,785 million, (or €-10,295 million on a constant exchange rate
basis), to €3,902 million, mainly driven by:

- a €896 million lower change in fair value of real estate assets, attributable to the United Kingdom (€-676 million)
and Australia-New Zealand (€-159 million);

- a €3,015 million decrease in change in fair value of equities, mainly attributable to the United Kingdom (€2,666
million) due to unfavorable changes in equity markets late in 2007, which coincided with the rebalancing of the
portfolio in the United Kingdom;

- a €1,262 million increase in changes in fair value of other derivative instruments, in particular in Japan (€1,233
million) mainly driven by positive impact due to close out of currency Euro forwards related to Euro bonds
(therefore, foreign exchange impacts, net of related derivatives impacts decreased by €-4 million);

- a €8,433 million decrease in change in fair value from assets backing contracts where the financial risk is borne
by policyholders, mainly in France (€-2,122 million), the United States (€-3,637 million), the United Kingdom
(€-1,669 million) and Australia-New Zealand (€-914 million), as the result of less favorable European and U.S.
equity & fixed maturity markets in 2007 compared to 2006.

 

d)  Net impairment charges amounted to €655 million in 2007. Excluding the contribution of Winterthur in 2007 (€219
million), impairment charges increased by €302 million, including notably:

- a €68 million increase in impairment charges to €-87 million in Germany, especially due to fixed maturities
available for sale;

-€141 million higher impairment charges in France, including €92 million on fixed maturities and €47 million on
real estate assets; and

- a €59 million increase in the United States, mostly on fixed maturities.

 

Technical charges relating to insurance activities were €70,595 million in 2007. Excluding Winterthur contribution
in 2007 (€10,477 million), technical charges relating to insurance activities decreased by €8,881 million or -13% (or
€-6,545 million on a constant exchange rate basis or -9%). The larger contributors to this decrease on a constant
exchange rate basis were:

- France (€-2,215 million) mainly due to (i) the decrease in unit linked reserves as a consequence of the change in
fair value of assets backing contracts where the financial risk is borne by policyholders by €-2,201 million and (ii)
the reclassification of technical items in commissions for €-97 million.

- United Kingdom (€-2,968 million), as decreased policyholder reserve movements by €-3,557 million, primarily
due to reduced investment growth on policyholder investments compared to 2006, were partly offset by increased
policy benefit payments by €589 million, mainly due to increased surrenders in With Profit and Group Managed
Funds.

- United States, where technical charges relating to insurance activities decreased by €924 million.

- Australia-New Zealand, with a €428 million decrease (or €406 million on a current exchange rate basis), mainly
due to a decrease in unit-linked technical reserves driven by lower changes in fair value, partially offset by an
increase in surrenders driven by changes in superannuation legislation in Australia.

- Germany, with a decrease of €-161 million driven by lower premiums in Life traditional business as well as lower
policyholder participation.

 

These decreases were partly reduced by:

- Belgium where technical charges relating to insurance activities increased by €+409 million (+13%) mainly due to
the increase in premiums and the rise in interests credited to policyholders.

55


Acquisition costs (DAC and equivalent capitalization, net of amortization, and insurance acquisition expenses)
amounted to €-3,744 million in 2007. Excluding the contribution of Winterthur in 2007 (€-204 million), acquisition costs
increased by €446 million, or +14%, resulting from:

- €526 million (or €736 million at constant exchange rates) higher insurance acquisition expenses, notably in
the United States (€+195 million), France (€+131 million), the United Kingdom (€+100 million), and Germany
(€+73 million);

- a €142 million higher DAC amortization charge, including a €70 million increase in Germany;
partly offset by

- a €279 million increase in DAC capitalization, in particular in Germany (€+72 million) and the United States
(€+144 million).

Amortization of value of purchased life business inforce and other intangible assets amounted to €-357 million
in 2007. Excluding the contribution of Winterthur in 2007 (€-100 million), the amortization charge decreased by
€17 million, stemming from several countries, partly offset by a €41 million increase in the United Kingdom (to
€52 million in 2007), notably resulting from higher lapses on Pension Business.

Administrative expenses were €-3,514 million in 2007. Excluding the contribution of Winterthur in 2007 (€-526
million), administrative expenses increased by €166 million compared to 2006 or +6% (or €+254 million or 9% on
a constant exchange rate basis), notably including €+82 million in the United Kingdom, mainly due to €48 million
inclusion of Thine (trading as Bluefin Advisory Services from December 31, 2008), and €+69 million in Australia-New
Zealand mainly driven by higher commissions associated with higher revenues.

Changes in goodwill impairment and other intangible assets impairment were €58 million (nil in 2006), and
included a €24 million amortization charge of intangible assets resulting from the acquisition of Winterthur, and a
€29 million charge in the United States, resulting from a €22 million impairment of intangibles related to the wind
down of USFL and €7 million in restructuring charges associated with the transfer of Enterprise retail mutual funds to
Goldman Sachs.

Other expenses amounted to €-231 million in 2007. Excluding the contribution of Winterthur in 2007 (€-59 million),
other expenses increased by €7 million over the year, or €14 million on a constant exchange rate basis. This increase
notably resulted from a €52 million increase in other charges in Hong Kong mainly due to the increase in interest
expense on operating debt and the non recurrence of a one-off gain on the sale and leaseback of the AXA Centre
property in 2006, partly offset by decreases in other countries including the United States and Germany.

Income tax charge was €-994 million in 2007. Excluding the contribution of Winterthur in 2007 (€-54 million),
income tax charge decreased by €345 million mainly driven by a €372 million decrease in the United Kingdom, due to
policyholder tax decrease of €204 million as a result of lower investment gains, and to the non-recurring 2006 increases
in deferred tax provisions of €167 million, which was primarily a result of a reassessment of the likelihood of a future
distribution from the attributed Inherited Estate.

Result from discontinued operations (net of tax) was, in 2006, the net income from the Dutch Life & Savings
operations that have been reclassified as "discontinued operations" following the sale closed on September 5, 2007.
Their contribution in 2007 was accounted for in the "Holdings and other companies" segment.

Net income amounted to €2,899 million in 2007. Excluding the contribution of Winterthur in 2007 (€+199 million),
and on a constant exchange rate basis, net income decreased by €147 million. This decrease resulted from reduced
net investment result, notably reflecting lower changes in fair value of invested assets despite increased net investment
income and higher capital gains, not totally offset by activity growth.

56


PROPERTY & CASUALTY SEGMENT

The tables below present the operating results of AXA's Property & Casualty segment, as well as the contribution to
gross revenues and net income attributable to the principal geographic operations within this segment for the periods
indicated. This information below is before elimination of intercompany transactions.

                (In Euro million)  
    FY 2008   FY 2007   FY 2006
Restated
(a)
  FY 2006
Published
 
Gross written premiums   26,107   25,101   19,548   19,830  
Fees and charges relating to investment contracts with no participating features   -   -   -   -  
Revenues from insurance activities   26,107   25,101   19,548   19,830  
Net revenues from banking activities   -   -   -   -  
Revenues from other activities   102   79   52   52  
Total revenues   26,209   25,180   19,600   19,882  
Change in unearned premiums net of unearned revenues and fees   (244)   (362)   (139)   (142)  
Net investment income   2,261   2,059   1,562   1,592  
Net realized investment gains and losses   472   953   594   596  
Change in fair value of financial instruments at fair value through profit & loss   (775)   (75)   50   52  
Change in financial instruments impairment   (1,543)   (251)   (47)   (47)  
Net investment result excluding financing expenses   414   2,687   2,159   2,192  
Technical charges relating to insurance activities   (16,662)   (16,723)   (12,697)   (12,841)  
Net result from outward reinsurance   (780)   (599)   (629)   (632)  
Bank operating expenses   -   -   -   -  
Acquisition costs   (4,806)   (4,652)   (3,712)   (3,787)  
Amortization of the value of purchased business in force   -   -   -   -  
Administrative expenses   (2,677)   (2,452)   (1,826)   (1,860)  
Change in tangible assets impairment   (1)   3   11   11  
Change in goodwill impairment and other intangible assets impairment   (91)   (89)   -   -  
Other income and expenses   (5)   (24)   (18)   (10)  
Other operating income and expenses   (25,021)   (24,536)   (18,872)   (19,119)  
Income from operating activities before tax   1,358   2,969   2,748   2,812  
Income arising from investments in associates - Equity method   5   5   22   22  
Financing debts expenses   (10)   (13)   (8)   (8)  
Operating income before tax   1,353   2,961   2,762   2,826  
Income tax   (373)   (693)   (769)   (788)  
Net operating result   980   2,267   1,993   2,038  
Result from discontinued operations net of tax   -   -   45   -  
Net consolidated income   980   2,267   2,038   2,038  
Split between :                  
Net income Group share   926   2,218   1,977   1,977  
Minority interests share in net consolidated income   54   49   61   61  

(a) Restated means the restatement of the Netherlands' activities as discontinued operations.

57


CONSOLIDATED GROSS REVENUES

                (in Euro million)  
    2008   2007   2006
Restated(b)
  2006
Published
 
France   5,633   5,377   5,219   5,219  
United Kingdom & Ireland   4,471   5,111   4,742   4,742  
Germany   3,554   3,531   2,759   2,759  
Belgium   2,156   2,130   1,520   1,520  
Mediterranean & Latin American Region(a)   6,437   5,298   3,831   3,831  
Switzerland   2,024   1,981   95   95  
Other countries   1,934   1,752   1,435   1,717  
TOTAL   26,209   25,180   19,600   19,882  
Intercompany transactions   (170)   (164)   (89)   (89)  
Contribution to consolidated gross revenues   26,039   25,016   19,510   19,793  

(a) Mediterranean & Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco, Gulf Region and Mexico.

(b) Restated in full year 2006 means the restatement of the Netherlands' activities as discontinued businesses.

AXA GROUP - RATIOS

                    (in %)  
    Years ended December 31,      
    2008   2007   2006
Restated(a)
  2006
Published
  Variation
2008
/ 2007
 
Current accident year loss ratio (net)   74.6%   75.1%   71.9%   71.8%   -0.4%  
All accident year loss ratio (net)   67.1%   69.7%   68.5%   68.3%   -2.6%  
Expense ratio   28.4%   27.9%   28.5%   28.6%   0.5%  
Combined ratio   95.5%   97.6%   96.9%   96.9%   -2.0%  

(a) Restated means the restatement of The Netherlands activities as discontinued operations.

NET INCOME

                (in Euro million)  
    Years ended December 31   . Variation  
    2008   2007   2006   2008 / 2007  
France   245   553   515   (308)  
United Kingdom & Ireland   62   307   451   (245)  
Germany   127   410   282   (283)  
Belgium   (17)   272   283   (289)  
Mediterranean and Latin American Region(a)   447   428   230   19  
Switzerland   (14)   84   9   (98)  
Other Countries   77   164   206   (88)  
Contribution to net income   926   2,218   1,977   (1,292)  

(a) Mediterranean and Latin American Region includes Italy, Spain, Portugal, Greece, Turkey, Morocco, Gulf and Mexico.

In 2008, the Property & Casualty segment accounted for 29% of AXA's consolidated gross revenues after elimination
of intercompany transactions (2007: 27% and 2006: 25%). The Property & Casualty segment contributed significantly
(100%) to AXA's 2008 consolidated net income (2007: 39% and 2006: 39%). This segment has shown continuous
operational improvements over the past three years.

58


Analysis of investment results

The following table summarizes the net investment results of the Property & Casualty operations by type of invested
assets for the periods indicated, before elimination of intercompany transactions.

                                                        (in Euro million)  
    Net investment income   Net realized investment
gains and losses
  Change in fair value
of investments
designated
as at fair value through
profit or loss
  Change in investments
impairm
ent 
  Net investment
result
excluding
financing
expenses
 
(Years ended December 31)   2008   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
  2008   2007   2006
Restated
(a)
 
Investment properties   111   104   94   89   124   21   (6)   2   21   (64)   (8)   4   131   222   140  
Debt securities   1,869   1,715   1,256   (160)   (63)   (94)   (529)   (180)   (31)   (217)   (51)   (5)   964   1,422   1,126  
Equity securities   252   297   243   479   833   594   (236)   52   60   (971)   (161)   (43)   (476)   1,021   854  
Non controlled investment funds   51   42   27   (9)   16   32   6   (4)   2   (292)   (32)   (2)   (245)   22   59  
Other assets held by controlled
investment funds designated at fair
value through profit & loss
  41   13   8   (2)   3   0   (21)   75   (1)               18   91   7  
Loans   163   124   43   0   1   2   -   -   -   1   (0)   (0)   164   125   45  
Assets backing contracts where the
financial risk is borne by policyholders
                                                             
Hedge accounting derivatives   -   -   -   -   -   -   42   (20)   6   -   -   -   42   (20)   6  
Other derivatives   (19)   (30)   6   193   40   (9)   68   50   18   -   -   -   242   60   15  
Investment management expenses   (142)   (161)   (118)   -   -   -   -   -   -   -   -   -   (142)   (161)   (118)  
Other   (66)   (46)   3   (119)   (1)   48   (99)   (49)   (23)   1   2   (1)   (284)   (94)   26  
NET INVESTMENT RESULT   2,261   2,059   1,562   472   953   594   (775)   (75)   50   (1,543)   (251)   (47)   414   2,687   2,159  

(a) Restated means the restatement of the Netherlands' activities as discontinued operations.

Previously published information was as follows:

        (in Euro million)    
    Net
investment
income
  Net realized
investment
gains and losses
  Change in fair value
of investments
designated
as at fair value through
profit or loss
 
  Change in investments
impairm
ent
  Net investment
result
excluding
financing
expenses
   
(Years ended December 31)   2007   2006
published
  2007   2006
published
  2007   2006
published
  2007   2006
published
  2007   2006
published
 
Investment properties       94       21       21       4       140  
Debt securities       1,287       (92)       (30)       (5)       1,159  
Equity securities       245       594       60       (43)       856  
Non controlled investment funds       27       32       2       (2)       59  
Other assets held by controlled
investment funds designated at fair
value through profit & loss
      8       0       (1)               7  
Loans       44       2       -       (0)       46  
Assets backing contracts where the
financial risk is borne by policyholders
                                         
Hedge accounting derivatives       -       -       6       -       6  
Other derivatives       6       (9)       18       -       15  
Investment management expenses       (119)       -       -       -       (119)  
Other       (1)       48       (23)       (1)       23  
NET INVESTMENT RESULT       1,592       596       52       (47)       2,192  

The year-on-year commentaries below are based on the operating results of the segment before elimination of
intercompany transactions (refer to Note 3 "Segmental information" to the consolidated financial statements included
in Item 18 of this Annual Report on Form 20-F for further information).

59


YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues were up 4% to €26,039 million net of intercompany eliminations (or €26,209 million before
intercompany eliminations), or +3% on a comparable basis mainly driven by Mediterranean & Latin American Region
(+6% to €6,414 million) and France (+3% to €5,595 million).

Net investment result decreased by €2,249 million to €414 million in 2008 mainly driven by higher impairment
charges, lower net realized gains and an unfavorable change in fair value of financial instruments through profit and
loss partly offset by higher net investment income:

a) Net investment income increased by €255 million to €2,261 million in 2008 mainly resulting from a €+161 million
increase from fixed maturities due to higher fixed income asset base and yield.

b) Net realized investment gains amounted to €472 million in 2008, down €479 million including €352 million lower
realized gains on equities, of which €–159 million in the United Kingdom & Ireland and €–137 million in Germany,
and €97 million lower realized gains on debt securities (mainly in France €–118 million).

c) Changes in fair value of financial instruments through profit and loss were a loss of €–775 million in 2008 compared
to a loss of €–75 million in 2007. The evolution in change in fair value mainly resulted from a €–347 million
decrease in changes in fair value of debt securities mainly in Belgium, France attributable to the change in fair
value of mutual funds due to the credit spread widening, and a loss of €–286 million in equities mainly in France
and Germany.

d) Impairment charges amounted to €–1,543 million in 2008, down €–1,329 million compared to 2007, mainly
attributable to equities (€–825 million) in the Mediterranean & Latin American Region, France, Switzerland, the
United Kingdom & Ireland, Belgium and Germany, and non consolidated investment funds (€–260 million) notably
in Switzerland and the Mediterranean & Latin American Region.

Technical charges relating to insurance activities increased by €459 million to €–16,662 million in 2008 , mainly
driven by €576 million increase in the Mediterranean & Latin American Region (or a €52 million decrease excluding
AXA MPS, Gulf Region and Mexico), €184 million increase in Korea, partly offset by €–202 million decrease in Germany
and €–149 million decrease in Switzerland.

Net result on reinsurance ceded decreased by €218 million to €–780 million in 2008. These deterioration was
mainly attributable to Germany (€–112 million) and the Mediterranean & Latin American Region (€–67 million).

The current accident year loss ratio improved by 0.6 point to 74.6% mainly driven by 1.7 points lower impact of
natural events in 2008 (storms in Germany for 0.3 point) compared to 2007 (Kyrill storms for 0.9 point and floods in
the United Kingdom for 1.1 points) partly offset by major claims in the United Kingdom and Belgium.The all accident
year loss ratio
improved by 2.7 points to 67.1% mainly driven by the current accident year loss ratio improving and
by more favorable prior year reserve developments.

In France, the current accident year loss ratio deteriorated by 0.4 point to 74.8% mainly driven the shift towards longer
tail business (Construction and Liability) and the increase in Personal Motor current accident year net loss ratio due
to pressure on tariffs. The all accident year net loss ratio improved by 4.3 points to 68.5%, reflecting a higher positive
prior year reserve development in Motor, Liability and Construction.

60


In the United Kingdom, the current accident year loss ratio improved by 2.8 points to 69.3%, as a result of the non
recurring 2007 adverse weather events (–6.6 points) partly offset by a higher frequency of large claims in Commercial
Property and increased injury claims and inflation in third party damage claims in UK Commercial motor. The all
accident year loss ratio decreased by 3.3 points to 63.3%, reflecting the improvement in current accident year loss
ratio combined with +0.6 point favorable development in prior years reserves.

In Germany, current accident year loss ratio improved by 2.5 points to 76.2%, mainly driven by a lower impact of
natural events in 2008. The all accident year net loss ratio improved by 2.8 points to 66.1% due to the improved current
accident year loss ratio and a positive prior year reserve development.

In Belgium, the current accident year loss ratio deteriorated by 3.2 points to 80.9% mainly due to higher large claims
(€+68 million) mainly in property, despite less natural events. The all accident year loss ratio increased by 1.5 points
to 69.0% reflecting the deterioration of the current accident year loss ratio partly offset by a higher prior years result
(€+40 million) mainly in Workers’ compensation.

In the Mediterranean & Latin American Region, the current accident year loss ratio improved by 0.3 point to 76.2%.
On a constant exchange rate basis and excluding AXA MPS, Gulf Region and Mexico, the current year loss ratio
deteriorated by 0.9 point to 77.4% mainly linked to motor business in Italy with higher impact from large claims. The
all accident year loss ratio improved by 3.4 points to 68.5%. On a constant exchange rate basis and excluding AXA
MPS, Gulf Region and Mexico, the all accident year loss ratio improved by 4.0 points to 68.0% thanks to a favorable
prior year reserves development.

In Switzerland, the current accident year loss ratio improved by 3.9 points to 73.7 % mainly driven by the non-
recurrence of large losses due to floods and hail events in 2007. The all accident year loss ratio improved by 6.1 points
to 69.1% reflecting the lower current year loss ratio and the increase in prior year results (€+44 million) mainly on long
tail business lines.

Acquisition costs amounted to €–4,806 million in 2008, an increase of €361 million on a constant exchange rates
basis compared to 2007, notably driven by a €238 million increase in the Mediterranean & Latin American Region (or
a €52 million increase excluding AXA MPS, Gulf Region and Mexico, impacted by the change in expenses allocation
in Spain and the launch of a direct channel in Italy).

Administrative expenses amounted to €–2,677 million in 2008, up €306 million on a constant exchange rates basis
compared to 2007, including €95 million in the Mediterranean and Latin American Region (or a €4 million increase
excluding AXA MPS, Gulf Region and Mexico), €76 million in Germany due to the negative impact of non recurring
items (such as pension costs), and €73 million in the United Kingdom & Ireland due to higher IT costs and the
acquisition of a subsidiary in Health.

Income tax expenses amounted to €–373 million decreasing by €315 million on a constant exchange rates basis
compared to 2007, due to lower pre tax earnings notably in France, Belgium, Germany and the United Kingdom.

Net income was €926 million in 2008, down 58%, or –57% (€–1,273 million) on a constant exchange rates basis,
driven in particular by France (€–308 million), Belgium (€–289 million), Germany (€–283 million) and the United
Kingdom and Ireland (€–237 million). Overall, the decrease in Property & Casualty net income was the result of a better
technical profitability more than offset by lower net investment result.

61

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues were up 28% to €25,016 million net of intercompany transactions (or €25,180 million before the
elimination of intercompany transactions), or +4% on a comparable basis mainly driven by United Kingdom & Ireland
(+8% to €5,076 million), Mediterranean Region (+5% to €5,276 million), France (+3% to €5,330 million), and Germany
(+2% to €3,506 million).

Net investment result amounted to €2,687 million in 2007. Excluding the contribution of Winterthur (€285 million),
net investment result was up €242 million mainly due to net investment income and net realized gains:

a) Net investment income amounted to €2,059 million in 2007. Excluding the contribution of Winterthur (€340 million),
it was up €+158 million mainly resulting from a €+161 million increase in income from fixed maturities.

b) Net realized investment gains amounted to €953 million in 2007. Excluding the contribution of Winterthur
(€3 million), they were up €356 million including €+230 million increase in realized gains on equities, of which
€+110 million in the Mediterranean Region and €+108 million in Germany due to higher net capital gains notably
on equities.

c) Changes in fair value of financial instruments through profit and loss were €–75 million in 2007. Excluding the
contribution of Winterthur (€–24 million), it was a loss of €–51 million in 2007 compared to a gain of €+50 million
in 2006. The 2007 change in fair value mainly resulted from a €59 million decrease in changes in fair value in
France, and a loss of €26 million in fixed maturities in Belgium mainly attributable to the impact of the credit
spread increase on the mutual funds market value.

d) Charges relating to financial instruments impairment amounted to €–251 million in 2007. Excluding the contribution
of Winterthur (€–33 million), it was a loss of €–218 million in 2007, mainly attributable to Germany and the United
Kingdom & Ireland.

Technical charges relating to insurance activities amounted to €–16,723 million in 2007. Excluding the contribution
of Winterthur (€–3,111 million), they increased by €915 million including €383 million in the United Kingdom & Ireland,
€183 million in the Mediterranean Region and €181 million in Germany.

Net result on reinsurance ceded was a loss of €599 million in 2007. Excluding the contribution of Winterthur
(€5 million), the loss decreased by €25 million in 2007, including a €93 million decrease in Germany, partly offset by
a €65 million increase in France.

The current accident year loss ratio worsened by 3.1 points to 75.1% mainly driven by adverse claims experience,
notably the European storm Kyrill and United Kingdom floods. The all accident year loss ratio worsened by 1.2 points
to 69.7% mainly driven by the current accident year loss ratio worsening partly offset by positive developments on prior
years.

In France, the current accident year loss ratio improved by 0.3 point to 74.3%, mainly driven by favorable claims
experience in Property (both Personal and Commercial lines) and natural events, partly offset by an increase on
Personal Motor current accident year net loss ratio. The all accident year net loss ratio improved by 0.7 point to 72.7%
driven by the current year loss ratio and higher level of positive loss reserve development in Property.

In the United Kingdom, the current accident year loss ratio deteriorated by 8.1 points to 71.8%, mainly as a result
of adverse weather events, including Kyrill storm (€56 million, +1.1 points), the June and July floods (€271 million,
+5.5 points) and 0.9 point higher loss ratio on U.K. Commercial lines. While Commercial lines remained profitable

62


overall, market pressure, including from new entrants, prevented rate increases from keeping up with claims inflation.
The all accident year loss ratio increased by 4.6 points to 66.4%, as the adverse current accident year loss ratio was
partially offset by favorable development in prior years reserves development (€268 million in 2007).

In Germany, current accident year loss ratio deteriorated by 4.5 points to 78.7%, mainly driven by natural events and
higher large claims impact. Excluding Winterthur, the current accident year loss ratio increased by 3.0 points to 77.2 %
driven by the storm “Kyrill” with an impact of 1.9 points in 2007 and higher large claims charge on Commercial Property
and Liability lines (Winterthur current accident year loss ratio amounted to 84.4%, of which the Kyrill impact amounted
to 1.4 points). The all accident year loss ratio increased by 1.2 points to 69.0%. Excluding Winterthur, the all accident
year loss ratio increased by 1.8 points to 69.5%, due to the higher current accident year loss ratio, partly offset by a
non recurring increase in claim handling costs reserve in 2006 (Winterthur net technical result amounted to €236 million
with an all accident year loss ratio of 66.7%).

In Belgium, the current accident year loss ratio improved by 0.4 point to 77.6%. Excluding the contribution of
Winterthur, the current accident year loss ratio increased by 1.2 points to 79.2% mainly due to the Kyrill storm (2.1
points impact). Winterthur current accident loss ratio amounted to 73.4% (0.8 point Kyrill impact). The all accident year
loss ratio increased by 1.4 points to 67.5%. Excluding the contribution of Winterthur, the all accident year loss ratio
increased by 2.5 points to 68.5%, reflecting the unfavorable current accident year loss ratio and a decrease in prior
years’ results (€–16 million). Winterthur all accident year loss ratio amounted to 64.8%.

In the Mediterranean Region, the current accident year loss ratio stood at 76.5% (–0.7 point). Excluding Winterthur,
it deteriorated by 0.8 point to 78.0%, mainly driven by an increase in Motor Personal line (+2.0 points) following the
strong new business impact and the stable average premium (as compared to a 4% average weighed inflation rate).
Winterthur current accident year loss ratio stood at 71.1%. The all accident year loss ratio stood at 72.1% (–2.8 points).
Excluding Winterthur, it improved by 1.8 points to 73.0% thanks to the favorable development of claims reserves from
previous years (€+115 million) mainly focused on Motor lines (€+138 million). The Winterthur all accident year loss ratio
stood at 68.6%.

In Switzerland, the current accident year loss ratio stood at 77.6 % with a claim experience characterized by a very
substantial level of large losses (notably flood and hail events impacting both Motor and Property lines of business).
The all accident year loss ratio stood at 75.2% driven by positive reserve development in Health and Liability on prior
years.

Acquisition costs amounted to €–4,652 million in 2007. Excluding the contribution of Winterthur (€–687 million), they
increased by €253 million, notably driven by a €102 million increase in the Mediterranean Region (in line with increased
revenues and impacted by integration costs), and a €60 million increase in the United Kingdom & Ireland.

Administrative expenses amounted to €–2,452 million in 2007. Excluding the contribution of Winterthur (€–505
million), they increased by €121 million, including €50 million in the United Kingdom & Ireland, primarily relating to costs
associated with new acquisitions and initiatives together with higher fees to support significant growth within Health,
and €22 million in Belgium, as a result of integration costs and higher commissions.

Income tax expenses amounted to €–693 million. Excluding the contribution of Winterthur (€–83 million), tax
expenses decreased by €159 million compared to 2006, including a €83 million decrease in Belgium (due to lower pre-
tax earnings), a €64 million decrease in the United Kingdom & Ireland (reflecting the deterioration in the pre-tax result,
and a €32 million benefit from a settlement on prior years, partly offset by a negative €18 million due to the decrease
in deferred tax assets following the reduction in the Corporate tax rate from 30% to 28%), and a €122 million decrease

63

in Germany (mainly due to a positive outcome of a tax audit on the ex-Albingia portfolio and a favorable impact of
the new income tax rate on deferred tax liabilities) partly offset by a €68 million increase in the Mediterranean Region
(mainly driven by higher pre-tax earnings).

Net income amounted to €2,218 million in 2007. Excluding the contribution of Winterthur in 2007 (€200 million),
Property & Casualty net income increased by €42 million driven by higher volumes of business and higher investment
results driven by increased invested assets, in spite of a deteriorated technical profitability (mainly due to major losses),
as well as lower tax charges notably in Germany, Belgium, and the United Kingdom and Ireland.

INTERNATIONAL INSURANCE SEGMENT

The following tables present the gross revenues and net income for the International Insurance segment for the periods
indicated.

CONSOLIDATED GROSS REVENUES

(in Euro million)  
    2008   2007   2006  
AXA Corporate Solutions Assurance   1,970   1,823   1,697  
AXA Cessions   51   69   57  
AXA Assistance   870   809   702  
Other (a)   89   1,002   1,355  
TOTAL   2,980   3,703   3,811  
Intercompany transactions   (139)   (135)   (95)  
Contribution to consolidated gross revenues   2,841   3,568   3,716  

(a) Including €-6 million in 2008 (€896 million in full year 2007 and €1,217 million in full year 2006) of business fronted by AXA RE and fully
reinsured by Paris RE (fronting arrangement set in place in the context of the sale of AXA RE's business to Paris RE).

NET INCOME

(in Euro million)  
    Years ended December 31,   Variation  
    2008   2007   2006   2008 / 2007  
AXA Corporate Solutions Assurance   27   125   117   (97)  
AXA Cessions   12   16   13   (4)  
AXA Assistance   15   19   22   (4)  
Other   48   84   92   (36)  
Contribution to net income   103   243   244   (140)  

In 2008, the International Insurance segment accounted for 3% of AXA's consolidated gross revenues after elimination
of intercompany transactions (4% in 2007 and 5% in 2006). The International Insurance segment had a positive
contribution to AXA's 2008 consolidated net income of 11 % (positive contributions of 4% in 2007 and 5% in 2006).

64


Analysis of investment result

The following table summarizes the net investment results of the International Insurance operations by type of invested
assets for the periods indicated.

(in Euro million)  
    Net investment income   Net realized investment
gains and losses
  Change in fair value
of investments
designated
as at fair value through
profit or loss
  Change in investments
impairm
ent
  Net investment
result
excluding
financing
expenses
 
(Year ended December 31)   2008   2007   2006   2008   2007   2006   2008   2007   2006   2008   2007   2006   2008   2007   2006  
Investment properties   11   7   6     0   0               11   7   7  
Debt securities   287   335   344   (6)   (31)   (29)   (47)   (29)   3   (19)   (1)   (0)   215   274   318  
Equity securities   12   16   16   8   35   102   (32)   14   3   (41)   (5)   (0)   (52)   61   121  
Non controlled investment funds   3   5   16   27   37   99         (4)   (1)   (1)   25   41   115  
Other assets held by controlled
investment funds designated at fair
value through profit & loss
  11   4   2   1   (0)   (0)   (20)   (0)   0         (8)   4   2  
Loans   20   31   18     0                 20   31   18  
Assets backing contracts where the
financial risk is borne by policyholders
                               
Hedge accounting derivatives                                
Other derivatives   222   (1)   (1)         21   29   10         243   28   10  
Investment management expenses   (94)   (147)   (185)                     (94)   (147)   (185)  
Other   121   104   84   1   (42)   (41)   1   23   18   (0)   0   (1)   122   85   60  
NET INVESTMENT RESULT    593   353   300   31   (0)   132   (77)   38   35   (64)   (6)   (2)   483   385   465  

65


AXA Corporate Solutions Assurance

(In Euro million)  
    FY 2008   FY 2007   FY 2006  
Gross written premiums   1,966   1,811   1,684  
Fees and charges from investment contracts with no participating features        
Revenues from insurance activities   1,966   1,811   1,684  
Net revenues from banking activities        
Revenues from other activities   4   11   13  
Total revenues   1,970   1,823   1,697  
Change in unearned premiums net of unearned revenues and fees   (40)   (24)   (73)  
Net investment income   198   174   157  
Net realized investment gains and losses   36   46   34  
Change in fair value of financial instruments at fair value through profit & loss   (91)   (5)   6  
Change in financial instruments impairment   (51)   (5)   0  
Net investment result excluding financing expenses   93   211   198  
Technical charges relating to insurance activities   (1,413)   (1,317)   (986)  
Net result from outward reinsurance   (290)   (431)   (261)      
Bank operating expenses        
Acquisition costs   (148)   (130)   (110)  
Amortization of value of purchased business in force        
Administrative expenses   (107)   (91)   (97)  
Change in tangible assets impairment   (0)   (0)   (0)  
Change in goodwill impairment and other intangible assets impairment        
Other income and expenses   (0)   (0)   (0)  
Other operating income and expenses   (1,958)   (1,800)   (1,625)  
Income from operating activities before tax   65   210   197  
Income arising from investments in associates - Equity method        
Financing debts expenses   (15)   (11)   (13)  
Operating income before tax   50   198   184  
Income tax   (22)   (72)   (65)  
Net operating result   28   126   119  
Result from discontinued operations net of tax        
Net consolidated income   28   126   119  
Split between :              
Net income Group share   27   125   117  
Minority interests share in net consolidated income   0   2   1  
               

 

(In Euro million)  
    Years ended December 31,   variation  
    2008   2007   2006   2008 / 2007  
Gross revenues   1,970   1,823   1,697   147  
Current accident year loss ratio (net)   97.5%   94.1%   88.7%   3.4%  
All accident year loss ratio (net)   88.2%   87.8%   87.3%   0.5%  
Net technical result   227   220   207   7  
Expense ratio   13.2%   12.3%   12.8%   0.9%  
Combined ratio   101.4%   100.1%   100.0%   1.3%  

66


YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues increased by €147 million (+8%) to €1,970 million. On a comparable basis, gross revenues increased
by €111 million (+6%) driven by favorable portfolio development and positive volume effect in Construction, Marine and
Liability in a context of tough pricing environment.

Net investment result excluding financial expenses decreased by €115 million (or –54%) to €93 million mainly
driven by a €86 million negative change in fair value mainly on credit funds as a result of corporate spread widening.

The net technical charges relating to insurance activities and net result from outward reinsurance increased by
€124 million to €–1,703 million mainly driven by higher large losses notably in Property (earthquake in China and floods
in Australia), partly offset by positive reserve developments in most of lines of business.

As a consequence, the all accident year loss ratio increased by 0.5 point to 88.2 %.

Expenses increased by €34 million to €–255 million resulting from a change in business mix towards products with
higher commission rate and the launch of new branches in Singapore, Hong Kong and Switzerland. As a consequence,
the Expense ratio increased by 0.9 point to 13.2%.

As a result, the combined ratio increased by 1.3 points to 101.4%.

Income tax expenses decreased by €50 million to €–22 million reflecting the decrease in operating income before
tax and the booking of deferred tax assets on prior year tax losses on foreign branches.

As a result, net income decreased by €97 million to €27 million.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues increased by €125 million (or +7%) to €1,823 million gross of intercompany eliminations driven by
favorable portfolio developments in Marine, Property, Motor and Construction.

Net investment result excluding financial expenses increased by €13 million (or +7%) to €211 million due to a
higher asset base.

The net technical charges relating to insurance activities and net result from outward reinsurance increased by
€161 million to €–1,578 million mainly driven by higher large losses notably in Property.

As a consequence, the all accident year loss ratio increased by 0.5 point to 87.8 %.

Expenses increased by €14 million to €–220 million resulting from (i) a commission increase (€+17 million to
€106 million) following both an activity growth and an exceptional impact in 2006 (the non renewal of a large motor
contract with high commission rate), and (ii) a slight general expenses decrease (€–3 million). As a consequence, the
Expense ratio decreased by 0.5 point to 12.3%.

67


As a result, the combined ratio remained stable at 100.1%.

Income tax expenses increased by €7 million to €–72 million with the effective tax rate decreasing by 1.9 points
mainly due to the activation of past years tax deficits in Germany.

As a result, net income increased by €7 million to €125 million.

AXA Cessions

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues decreased by €18 million to €51 million gross of intercompany transactions because of lower
gross written premiums. Net income decreased by €4 million to €12 million mainly resulting from higher net realized
investment losses partly offset by lower general expenses and income tax charge.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues increased by €12 million to €69 million gross of intercompany transactions because of higher gross
written premiums. Net income increased by €2 million to €16 million resulting from higher net realized investment
gains partly offset by higher general expenses and income tax charge.

AXA Assistance

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Gross revenues increased by €61 million (+8%) to €870 million. On a comparable basis, gross revenues increased
by €79 million (+11%) driven by a strong development in Healthcare and Travel activities.

Other operating income and expenses increased by €78 million to €–860 million mainly due to higher technical
charges relating to insurance activities.

Net income decreased by €4 million to €15 million, resulting from €–3 million higher impairment charges.

68


YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Gross revenues increased by 15% to €809 million gross of intercompany transactions mainly due to Home Serve
business in the United Kingdom (€+27 million), increased premiums in Travel business in Germany (€+15 million) and
a good commercial performance in France.

Other operating income and expenses increased by €115 million to €–781 million mainly due to an increase in
technical charges relating to insurance activities, acquisition costs and administrative expenses.

Net income decreased by €3 million to €19 million, resulting from the increase in expenses.

Other international activities

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Net income decreased by €36 million (–43%) to €48 million. On a constant exchange rate basis, net income
decreased by €46 million (–54%), mainly driven by higher losses on the Life run-off portfolio, partly offset by higher
results on the Non-Life run off portfolios.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Net income amounted to €84 million in 2007. Excluding Winterthur contribution (€19 million) and on a constant
exchange rate basis, net income decreased by €25 million (–27%) mainly as a result of (i) the non recurring
€66 million gain after tax on the sale of AXA RE’s business in 2006 partly offset by (ii) the continuous favorable loss
reserve development on some run-off portfolios in 2007 together with lower reserve strengthening on Asbestos and
(iii) €19 million improvement in Life run-off portfolio fully explained by the cost of fully hedging the remaining exposure
of this portfolio in 2006.

69


ASSET MANAGEMENT SEGMENT

The Asset Management segment includes third-party asset management and asset management on behalf of
AXA insurance companies. The tables below present the revenues and net income for the Asset Management segment
for the periods indicated:

CONSOLIDATED GROSS REVENUES

(in Euro million)  
    2008   2007   2006  
AllianceBernstein   2,627   3,277   3,102  
AXA Investment Managers   1,716   2,006   1,679  
TOTAL   4,342   5,283   4,781  
Intercompany transactions   (395)   (420)   (375)  
Contribution to consolidated gross revenues   3,947   4,863   4,406  

NET INCOME

(in Euro million)  
    Years ended December 31,   variation  
    2008   2007   2006   2008 / 2007  
AllianceBernstein   245   313   394   (68)  
AXA Investment Managers   151   274   216   (123)  
Contribution to net income   396   588   610   (191)  

In 2008, the Asset Management segment accounted for 4% of AXA’s consolidated gross revenues after elimination of
intercompany transactions (5% in 2007 and 6% in 2006). The Asset Management segment had a positive contribution
to AXA’s 2008 consolidated net income of 43% (positive contributions in 2007: 10%, and in 2006: 12%).

The commentaries below are based on the operating results of the segment before elimination of intercompany
transactions (refer to Note 3 “Segmental Information” included in the consolidated financial statements in Item 18 of
this Annual Report on Form 20-F for further information).

70


AllianceBernstein

The operating results for AllianceBernstein are presented below for the periods indicated. The information below is
before any elimination of intercompany transactions.

(In Euro million)  
    FY 2008   FY 2007   FY 2006  
Gross written premiums        
Fees and charges from investment contracts with no participating features        
Revenues from insurance activities        
Net revenues from banking activities        
Revenues from other activities   2,627   3,277   3,102  
Total revenues   2,627   3,277   3,102  
Change in unearned premiums net of unearned revenues and fees        
Net investment income   1   22   44  
Net realized investment gains and losses   (33)   7   54  
Change in fair value of financial instruments at fair value through profit & loss   (185)      
Change in financial instruments impairment        
Net investment result excluding financing expenses   (217)   29   98  
Technical charges relating to insurance activities        
Net result from outward reinsurance        
Bank operating expenses        
Acquisition costs        
Amortization of value of purchased business in force        
Administrative expenses   (1,588)   (2,054)   (1,945)  
Change in tangible assets impairment        
Change in goodwill impairment and other intangible assets impairment        
Other income and expenses   (180)   (252)   (259)  
Other operating income and expenses   (1,768)   (2,306)   (2,204)  
Income from operating activities before tax   641   1,001   996  
Income arising from investment in associates - Equity method        
Financing debts expenses   (19)   (20)   (21)  
Operating income before tax   622   980   974  
Income tax   (154)   (317)   (216)  
Net operating result   468   664   759  
Result from discontinued operations net of tax        
Net consolidated income   468   664   759  
Split between :              
Net income Group share   245   313   394  
Minority interests share in net consolidated income   223   350   365  

71


YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Assets under Management (“AUM”) decreased by €212 billion from year end 2007 to €331 billion at the end of
2008, driven by market depreciation of €–200 billion and net outflows of €–30 billion (€–17 billion for Retail, €–10 billion
for Institutional and €–3 billion for Private clients), partly offset by a €18 billion positive exchange rate impact.

Gross revenues decreased by €651 million (–20%) to €2,627 million, or €2,511 million after intercompany eliminations.
On a comparable basis, gross revenues decreased by €435 million (–14%) driven by the decrease in management fees
(–14%) in line with lower average assets under management, in performance fees (–85%), in distribution fees (–20%)
and in others fees (–16%). Institutional Research Services continued to grow with fees up 11%.

Net Investment result decreased by €247 million to €–217 million. On a constant exchange rate basis, net investment
result decreased by €263 million, mainly driven by the decrease in market value of incentive compensation investments
(of which €123 million was offset in general expenses).

General expenses (Other operating income and expenses) decreased by €538 million (–23%) to €–1,768 million.
On a constant exchange rate basis, general expenses decreased by €408 million (–18%). Excluding €123 million
related to the decrease in market value of incentive compensation investments, general expenses decreased by
€285 million (–12%) due to (i) employee compensation expenses (–11% or €–151 million) from workforce reduction
partly offset by €44 million of severance costs, (ii) promotion and servicing (–18% or €–89 million) from lower sales,
and (iii) other expenses (–9% or €–41 million) notably due to favorable litigation outcome.

Income tax expenses decreased by €163 million (–51%) to €–154 million. On a constant exchange rate basis,
income tax expenses decreased by €151 million (–48%) due to a deferred tax liability release in 2008 on undistributed
foreign earnings (€62 million) and the decline in pre-tax operating income, partly offset by €–38 million of non recurring
tax impact from AllianceBernstein units transfer in 2008.

Net income decreased by €68 million (–22%) to €245 million. On a constant exchange rate basis, net income
decreased by €50 million (–16%), as the decrease in gross revenues and net investment result was only partly offset
by lower general expenses and tax expenses.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Assets under Management (“AUM”) decreased by €0.7 billion to €543 billion, as the strong global net inflows of
€23 billion across all client categories (€13 billion from institutional clients, €4 billion from retail clients and €6 billion
from private clients) and the €37 billion market appreciation were offset by a negative €62 billion exchange rate
impact.

Gross revenues increased by 15% on a comparable basis to €3,277 million, largely due to higher base fees (+25%,
with +28% in institutional clients, +20% in retail clients and +24% in private clients) driven by higher average assets
under management (+21%) partly offset by lower performance fees (–66%), especially on hedge funds. Other revenues
(mainly distribution fees, institutional research and other fees) were up 10%.

72


General expenses (Other operating income and expenses) increased by €102 million to €–2,306 million. On a
constant exchange rate basis, general expenses increased by €310 million (+14%), mainly due to higher compensation
expenses (€+228 million) from higher headcount, increased occupancy from expansion of offices in New York and
overseas (€+25 million) and higher technology costs (€+29 million), offset by lower professional fees (€–14 million).

Income tax expenses increased by €101 million to €–317 million. On a constant exchange rate basis, income tax
expenses increased by €130 million (+60%) due to +15% higher pre tax-earnings, a higher effective tax rate resulting
from increased earnings from foreign subsidiaries, and the non recurrence of the reversal of deferred tax liability from
prior period (€81 million).

As a result of the acquisition of 8.16 million private units in February 2007, AXA Financial’s ownership interest in
AllianceBernstein increased 3 points from approximately 60.3% at December 31, 2006 to 63.2% at December 31,
2007.

Net income decreased by €80 million to €313 million. On a constant exchange rate basis, net income decreased by
€52 million (–13%) as higher revenues net of general expenses were more than offset by the non recurrence of 2006
one-time items of €86 million, mainly dilution gain from the issuance of AllianceBernstein Holding units and related
reversal of deferred tax liability from prior period.

73


AXA Investment Managers (“AXA IM”)

The operating results for AXA Investment Managers are presented below for the periods indicated. This information
below is before any elimination of intercompany transactions.

(In Euro million)  
    FY 2008   FY 2007   FY 2006  
Gross written premiums        
Fees and charges from investment contracts with no participating features        
Revenues from insurance activities        
Net revenues from banking activities        
Revenues from other activities   1,716   2,006   1,679  
Total revenues   1,716   2,006   1,679  
Change in unearned premiums net of unearned revenues and fees        
Net investment income   284   56   41  
Net realized investment gains and losses   20   1   (3)  
Change in fair value of financial instruments at fair value through profit & loss   (358)   (22)   47  
Change in financial instruments impairment   (0)      
Net investment result excluding financing expenses   (54)   35   84  
Technical charges relating to insurance activities        
Net result from outward reinsurance        
Bank operating expenses        
Acquisition costs        
Amortization of value of purchased business in force        
Administrative expenses   (1,336)   (1,593)   (1,343)  
Change in tangible assets impairment   (0)   (0)   (0)  
Change in goodwill impairment and other intangible assets impairment        
Other income and expenses   (23)   1   (5)  
Other operating income and expenses   (1,359)   (1,592)   (1,348)  
Income from operating activities before tax   302   449   416  
Income arising from investment in associates - Equity method   (2)      
Financing debts expenses   (26)   (18)   (11)  
Operating income before tax   274   430   405  
Income tax   (86)   (107)   (146)  
Net operating result   187   323   258  
Result from discontinued operations net of tax        
Net consolidated income   187   323   258  
Split between :              
Net income Group share   151   274   216  
Minority interests share in net consolidated income   36   49   42  

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Assets Under Management (“AUM”) decreased by €63 billion from year-end 2007 to €485 billion at the end of 2008
as €2 billion net new money (including €6 billion in AXA Group Main funds, €3 billion in Institutional and €–7 billion in
retail clients), and €17 billion change in scope (AXA MPS for €10 billion, AXA IM Korea for €9 billion, €2 billion Private

74


Equity and Real estate due to further transfer of Winterthur assets and the Netherlands for €–4 billion), were more than
offset by €–61 billion negative market impact due to the equity market turmoil, and €–20 billion unfavorable exchange
rate impact.

Gross revenues decreased by €290 million (–14%) to €1,716 million, or €1,436 million after intercompany
eliminations. On a comparable basis, gross revenues decreased by €236 million (–14%). Excluding distribution fees
(retroceded to distributors), gross revenues decreased by €89 million (–6%) mainly due to an unfavorable client and
product mix and the decrease in retail business, while average AUM remained stable.

Net investment result decreased by €89 million to €–54 million. On a constant exchange rate basis, net investment
result decreased by €87 million mainly due to €–48 million negative change in fair value in “Libor plus” fund and
€–30 million decrease in carried interest related to the performance of a real estate fund.

General expenses (Other operating income and expenses) decreased by €233 million (–15%) to €1,359 million, or
by €178 million (–11%) on a constant exchange rate basis. Excluding distribution fees (commissions paid to third party
distributors), general expenses decreased by €62 million mainly due to lower staff incentive.

Income tax decreased by €21 million (–19%) to €86 million, or by €11 million (–11%) on a constant exchange rate
basis, driven by lower pre-tax earnings.

Net income decreased by €123 million (–45%) to €151 million. On a constant exchange rate basis, net income
decreased by €108 million (–39%) as the decrease in gross revenues and net investment result was only partly offset
by lower general expenses and tax expenses.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Assets under management (“AUM”) increased by €64 billion to €548 billion from year-end 2006. This variation
was driven by €5 billion Net New Money (including €5 billion from Third-party institutional clients), €7 billion market
appreciation and €68 billion change in scope (mainly from the integration of Winterthur), partly offset by €–16 billion
unfavorable exchange rate variation.

Gross revenues increased by €327 million (+19%) to €2,006 million on a reported basis. On a comparable basis,
gross revenues increased by 21% mainly due to higher average assets under management. The favorable client and
product mix evolution was offset by a slight decrease in performance fees.

General expenses (Other operating income and expenses) increased by €244 million (+18%) to €1,592 million on
a reported basis at a lower pace than revenues. This evolution was mainly explained by more commissions paid to
third-party agents (directly correlated with the increase in revenues), more staff to support the business development,
and higher staff incentive.

Net income increased by €58 million to €274 million mainly driven by the operating income growth.

75


BANKING

The tables below present the gross revenues and net income for the Banking segment for the periods indicated:

CONSOLIDATED GROSS REVENUES

(in Euro million)  
    2008   2007   2006  
Axa Bank Europe (Belgium)   224   246   306  
AXA Banque (France)   118   85   59  
Others (a)   59   43   32  
TOTAL   401   374   397  
Intercompany transactions   11   (35)   (19)  
Contribution to consolidated gross revenues   412   339   377  

(a) includes notably German banks.

NET INCOME

(in Euro million)  
    Years ended December 31,   
    2008   2007   2006   variation
2008 / 2007
 
AXA Bank Europe (Belgium)   (24)   12   31   (37)  
AXA Banque (France)   11   (4)   (17)   15  
Others (a)   (24)   (3)   (3)   (21)  
Contribution to net income   (38)   6   10   (43)  

(a) includes notably German banks

In 2008, the Banking segment accounted for 0.5% of AXA’s consolidated gross revenues after intercompany elimination
(0.4% in 2007 and 0.5% in 2006). This segment contributed for –4% to AXA’s consolidated net income in 2008
(in 2007: 0% and 2006: 0%).

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

AXA Bank Europe (Belgium)

Net banking revenues decreased by €22 million (–9%) to €224 million. On a constant exchange rate, net banking
revenues increased by €33 million (+15%) to €249 million after intercompany elimination mainly due to higher net
interest and fee income, partly offset by a strong decrease of the net realized capital gains and impairments on equities
and CDO’s and the unfavorable change in fair value of mutual funds and other assets covered with a fair value hedge
or natural hedge.

Net income decreased by €37 million to €–24 million driven by a strong decrease of the net realized capital gains
and impairments on equities and CDO’s due to the unfavorable performance of stock markets and of the credit crisis
(€–58 million), the negative change in fair value of mutual funds and other assets covered with a fair value hedge or
natural hedge (€–24 million) and by an increase in expenses (€–22 million) following the expansion of the banking
activity to other countries. This decrease was partly offset by a higher interest margin (€+42 million) and by lower
Winterthur integration costs (€+15 million).

76

AXA Banque (France)

Net banking revenues increased by €33 million (+38%) to €118 million. On a comparable basis and after
intercompany elimination, net banking revenues increased by €20 million (+25%) to €102 million mainly due to the
favorable impact of the macro-hedge derivative on interest rates (€+36 million) partly offset by the development cost
of the commercial activity in savings and current accounts.

Net income increased by €15 million to €11 million resulting from a favorable impact of the change in fair value of
macro-hedging derivative instruments (from €–4 million to €23 million), partly offset by the development cost of the
commercial activity in savings and current accounts.

AXA Bank (Germany)

Net banking revenues decreased by €11 million (–45%) to €13 million. On a constant exchange rate, net banking
revenues decreased by €8 million (–43%) due to a reduced commission margin mainly from lower fees on mutual fund
business, credit business and higher commissions paid for new term accounts as well as a bond impairment.

Net income decreased by €2 million to €–4 million due to a bond impairment.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

AXA Bank Europe (Belgium)

Net banking revenues were down €–60 million or 20% to €246 million gross of intercompany transactions. On a
comparable basis (since the first half year 2007, commissions paid on deposit accounts and current accounts are
included in net revenues from banking activities and not anymore in bank operating expenses), net banking revenues
were down €–38 million or 15%, in the context of an unfavorable yield curve and higher refinancing costs following
higher short term interest rates.

Net income decreased by €18 million to €12 million driven by higher integration costs related to early retirement
pension plan (€–25 million), lower change in fair value of mutual funds (€–14 million) and the non recurrence of 2006
trading equities activity (€–5 million) partly offset by the change in fair value of loans covered by fair value hedge and
related derivatives (€15 million) and the increase in commercial margin (€+18 million).

AXA Banque (France)

Net income increased by €14 million to €–4 million, reflecting a €14 million less negative impact of the change in fair
value of macro-hedge derivative instruments (from €–17 million to €–4 million).

AXA Bank (Germany)

Net banking revenues decreased by €3 million to €24 million before intercompany elimination mainly due to
increasing refinancing expenses for the credit business.

Net income decreased by €4 million to €–2 million due to lower revenues and higher expenses.

77

HOLDINGS AND OTHER COMPANIES

The Holdings and other companies include AXA’s non-operating companies, and consist mainly of AXA parent
company, AXA France Assurance, AXA Financial, AXA Asia Pacific Holdings, AXA United Kingdom Holdings,
AXA Germany Holdings, AXA Belgium Holdings, CDOs and real estate companies.

The net (loss) income from these activities is presented in the table below for the periods indicated.

(in Euro million)  
    Years ended December 31,      
    2008   2007   2006   variation
2008 / 2007
 
AXA SA   448   (532)   (584)   980  
Other French Holding companies   18   (21)   22   38  
Foreign Holding companies   (507)   245   (183)   (752)  
Others   22   20   33   2  
Contribution to net income   (19)   (287)   (712)   269  

YEAR ENDED DECEMBER 31, 2008 COMPARED
TO YEAR ENDED DECEMBER 31, 2007

Net income increased by €269 million to €–19 million in 2008. On a constant exchange rate basis, net income was
up €218 million mainly due to:

(i) AXA SA’s net income up €980 million to €448 million of which €1,335 million increase in the mark-to-market (net
of premiums) of equity derivatives set up to reduce the Group exposure to equities partly offset by a €–96 million
higher financial charge notably related to external growth financing and internal refinancing, a €–73 million lower
profit on hedging of earnings denominated in foreign currencies and €–31 million higher tax expenses resulting from
higher dividends received from consolidated foreign subsidiaries and losses on tax credits.

Partly offset by a decrease of €802 million to €–558 million in Foreign Holding companies driven by:

(ii) Belgium Holdings’ net income down €483 million to €–21 million due to the non-recurrence of the 2007 sale of the
Netherlands activities (€480 million).

(iii) UK Holdings’ net income down €267 million to €–252 million mainly driven by a €–189 million exchange rate loss
primarily arising from the revaluation of Euro-denominated inter-company loans.

YEAR ENDED DECEMBER 31, 2007 COMPARED
TO YEAR ENDED DECEMBER 31, 2006

Net income amounted to €–287 million in 2007. Excluding the contribution of Winterthur in 2007 (€–40 million) and

on a constant exchange rate basis, net income was up €455 million mainly due to the €406 million gain on the sale of

the Netherlands’ activities reported in “Foreign Holding companies”.

The increase was also due to:

(i) AXA SA’s net income up €52 million to €–532 million of which €+91 million change in the mark-to-market of interest

rate and foreign exchange derivatives instruments not considered as hedge accounting partly offset by €–17 million

of Winterthur integration costs (wind down costs related to the head office).

78


Partly offset by:

(ii) AXA France Assurances net income decreased by €18 million to €-25 million mainly due to higher tax expenses

(€+12 million) resulting from higher dividends (eliminated in consolidation) received from operational entities and the

non recurring 2006 tax gain (€3 million),
(iii) Other French holdings net income decreased by €25 million to €5 million mainly due to the change in fair value of

derivatives not eligible to hedge accounting (a €30 million loss in 2007 versus a €15 million profit in 2006).

GLOSSARY

Comparable basis

On a comparable basis means that the data for the current year period were restated using the prevailing foreign
currency exchange rate for the same period of prior year (constant exchange rate basis). It also means that data in
one of the two periods being compared were restated for the results of acquisitions, disposals and business transfers
(constant structural basis) and for changes in accounting principles (constant methodological basis).

Earnings per share

Earnings per share (EPS) represent AXA's consolidated earnings (including interest charges and foreign exchange
impacts related to perpetual debts recorded through shareholders' equity), divided by the weighted average number
of outstanding ordinary shares.

Diluted earnings per share (diluted EPS) represent AXA's consolidated earnings (including interest charges and foreign
exchange impacts related to perpetual debts recorded through shareholders' equity), divided by the weighted average
number of outstanding ordinary shares, on a diluted basis (that is to say including the potential impact of all outstanding
dilutive stock options being exercised performance shares, and conversion of existing convertible debt into shares,
provided that their impact is not anti-dilutive).

Net investment result

Net investment result includes the following items: net investment income, realized capital gains and losses, change
in fair value of financial instruments through P&L and valuation allowances and release in respect of impaired invested
assets.

Property & Casualty (including AXA Corporate Solutions
Assurance)

Current accident year loss ratio net of reinsurance is the ratio of:

(i) current year claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on current

accident year excluding the recurring interests credited to the insurance annuity reserves, to
(ii) Earned revenues, gross of reinsurance.

79


All accident year loss ratio net of reinsurance is the ratio of:

(i) all accident years claims charge gross of reinsurance + claims-handling costs + result of reinsurance ceded on all
accident years excluding the recurring interests credited to the insurance annuity reserves, to

(ii) Earned revenues, gross of reinsurance.

 

Expense ratio is the ratio of:

(i) Expenses (excluding claims handling costs), to

(ii) Earned revenues, gross of reinsurance.

 

The combined ratio is the sum of the expense ratio and the all accident year loss ratio.

All ratios exclude customer intangible amortization and integration costs related to material newly acquired

companies.

Asset management

Net New Money: Inflows of client money less outflows of client money. Net New Money measures the impact of sales
efforts, product attractiveness (mainly dependent on performance and innovation), and the general market trend in
investment allocation.

LIQUIDITY AND CAPITAL RESOURCES

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part II, Section 2.4 “Liquidity and Capital
Resources” pages 111 to 116.

80


SUPPLEMENTARY INFORMATION-
CONTRACTUAL OBLIGATIONS AND
SPECIFIC INFORMATION RELATING TO
OFF-BALANCE SHEET ARRANGEMENTS

A schedule of major future payments under certain material contractual obligations for the AXA Group is set out in the
table below as at December 31, 2008.

(in Euro million)  
    Carrying value by contractual maturity   Total carrying
value
 
    12 months
or less (a)
  More than 1 year
up to
5 years (b)
  More than
5 years (c)
  as at December
31, 2008
 
Financing debt   4,753   2,863   6,474   14,090  
Other debt instruments issued, notes and bank overdrafts   3,851   1,227   1,567   6,644  
Liabilities arising from insurance and investment contracts (d)   24,670   74,112   389,810   488,593  
of which Life & Savings liabilities relating to contracts including
a surrender option with some surrender benefit before maturity
  14,078   56,930   305,853   376,860  
Total   33,274   78,202   397,851   509,327  

(a) Relates to payments due in 2009.

(b) Relates to payments due from 2010 to 2014.

(c) Relates to payments due in 2015 and thereafter.

(d) Liabilities arising from insurance and investment contracts represent estimated cash flows related to the payment of death and disability
claims, policy surrenders and withdrawals, annuity payments, minimum guarantees on unit-linked contracts, matured endowments, payments
under property and casualty contracts and accident and health contracts, policyholder dividends and future renewal premium-based and
fund-based commissions offset by contractual future premiums and deposits on inforce contracts. These estimated cash flows are based on
mortality, morbidity, lapse assumptions and claims payment patterns comparable with AXA’s experience. These amounts are undiscounted
and, therefore, exceed the liabilities arising from insurance and investment contracts included in the consolidated balance sheet. They do not
reflect projected recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows will differ from these estimates
(see “Critical accounting Policies – Reserve estimation”). Unit-linked contracts have been excluded as these liabilities are not exposed to
interest-rate or duration risk, except unit-linked contracts with performance guarantees. the Group holds assets perfectly matching the
obligations.

Not included in the above discussion were unrecognized tax benefits of €579 million.

This table includes financing debt and other debt (including subordinated debt issued by the Company and its
subsidiaries and non-subordinated debt) (please refer to detailed disclosure in Notes 16 and 17 to the consolidated
financial statements included in Item 18 of this Annual Report on Form 20-F) and excludes the effect of related derivatives
(see Note 19 to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F) and
related accrued interests. This table also excludes Deeply Subordinated Debts that are classified as shareholders’
equity (see Note 13 to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F).

Even though such amounts are classified as shareholders’ equity under IFRS because there is no obligation other than
at liquidation or through economic compulsion, the Company experienced, in the past, patterns of reimbursements.
Some of these instruments contain the following features:

– calls on certain dates, at the Group’s option, giving AXA the ability to repurchase the instrument at principal amount
before a stated date, without penalty,

– interest step-up clauses with effect from a given date.

Such instruments are excluded from the above table because the exercise of these options, if any, highly depends on
market conditions.

81

As described above, AXA also borrowed amounts from credit institutions, amounting to €6,925 million at the end of
2008, including bank overdrafts for €1,415 million (At the end of 2007: €4,873 million and €1,493 million respectively,
and at the end of 2006: €4,094 million and €1,338 million respectively). Of the total amounts owed, nearly all of the
arrangements are payable on demand, except those of the Company.

The table also includes the breakdown of projected payments and surrenders related to Life & Savings and Property &
Casualty insurance and investment contracts excluding contracts where the financial risk is borne by policyholders.
Actual maturities may differ significantly from the estimates set out below, mainly because, as already mentioned, some
of the contracts contain a surrender option controlled by the policyholder that may reduce their duration.

The projections shown above cannot be compared with the reserves carried on the balance sheet included in the
consolidated financial statements, and are higher than the published balance sheet figures because they represent
expected cash flows without any discounting element. They are also shown net of inflows of periodical premiums
payable by policyholders.

In addition, from time to time, the Company and/or its subsidiaries may become involved in contractual arrangements
to which an unconsolidated entity is a party, which may assume many different forms such as guarantees, subordinated
retained interests in assets transferred, derivative instruments, obligations under variable interest entities including
special purpose entities and other contingent arrangements. Information on contingent commitments material to AXA
can be found in Notes to the consolidated financial statements included in Item 18 of this Annual Report on Form 20-F,
specifically: Note 16 for Financing debt, Note 17 for Payables, Note 19 for derivative instruments, and Note 28 for
contingent assets and liabilities and unrecognized contractual commitments. Consistent with principles set forth in
Note 1.3.1 “Scope and basis of consolidation” to the financial statements, (i) AXA’s investments in or other arrangements
with non-consolidated special purpose entities (SPEs) do not allow AXA to exercise control over such SPEs; (ii) SPEs
controlled by AXA are consolidated as disclosed in Note 2.2 to the financial statements; and (iii) AXA’s investments in
non consolidated investment funds are limited to shares in these funds and do not constitute control, consequently,
these funds do not meet the definition of off-balance sheet arrangements and any arrangements between AXA and
these funds are disclosed in Note 28 of the financial statements, as appropriate.

Trends and uncertainties related to the scope of consolidation are described in Scope of Consolidation section included
in Critical Accounting Policies at the beginning of this Item 5, together with the bi-annual review process of entities to
be included in the scope of consolidation.

CONSOLIDATED CASH-FLOWS

Incorporated by reference herein from the AXA Group 2008 Annual Report, Part V “Consolidated Financial Statements”,
Note 12.2 “Changes in cash and cash equivalents” pages 306 to 307.

82

Item 6. Directors, Senior
Management and Employees

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part III, Section 3.1 ”Directors, senior management and employees” and Section 3.2 “Full disclosure on executive
compensation and share ownership” pages 118 to 178.

Item 7. Major Shareholders and
Related Party Transactions

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part III, Section 3.4 “Major shareholders and related party transactions” pages 181 to 185.

Item 8. Financial Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part IV, Section 4.3 “Certain financial information” page 228.

Item 9. The Offer and Listing

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part III, Section 3.5 “The offer and listing” pages 188 to 190.

Item 10. Additional Information

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part VI “Certain additional information” pages 416 to 430 and Part II, Section 2.2 “Information on the Company” pages
14 to 16.

83


Item 11. Quantitative and
Qualitative Disclosures About
Market Risk

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part IV, Section 4.2 pages 206 to 227.

Item 12. Description of
Securities Other than Equity
Securities

Not applicable

84


Part II

Item 13. Defaults, Dividend
Arrearages and Delinquencies

None

Item 14. Material Modifications
to the Rights of Security
Holders and Use of Proceeds

None

Item 15. Controls and
Procedures

(a) Disclosure Controls and Procedures

As of December 31, 2008 (the “Evaluation Date”), the Company conducted an evaluation, pursuant to Rule 13a-15
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the effectiveness of the
design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date, such disclosure controls and procedures
(which include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure) were effective to provide reasonable assurance that information required to be
disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC.

85


(b) Management’s annual report on internal control over
financial reporting

Management, including AXA’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and
maintaining adequate internal control over AXA’s financial reporting.

AXA’s internal control over financial reporting is a process designed under the supervision of AXA’s principal executive
and financial officers to provide reasonable but not absolute assurance regarding the reliability of financial reporting
and the preparation of its published financial statements. Internal control over financial reporting includes policies and
procedures that:

– Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Group;

– Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial

statements in accordance with the applicable generally accepted accounting principles;

– Provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization

of management and directors of the Group; and

– Provide reasonable assurance that unauthorized acquisition, use or disposition of Group assets that could have a

material effect on the Group’s financial statements would be prevented or detected in a timely manner.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of AXA’s internal control over financial reporting on the
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management concluded that AXA’s internal control over financial
reporting was effective as of December 31, 2008.

AXA’s internal control over financial reporting as of December 31, 2008, was audited by PricewaterhouseCoopers
Audit, an independent registered public accounting firm, as stated in their attestation report beginning on page F-2 of
this Annual Report on Form 20-F.

(c) Attestation Report of the Registered Public Accounting
Firm

The effectiveness of internal control over financial reporting as of December 31, 2008, was audited by
PricewaterhouseCoopers Audit, an independent registered public accounting firm, as stated in their report included
under Item 18 of this Annual Report on Form 20-F.

(d) Changes in Internal Controls Over Financial Reporting

There have been no significant changes in the Company’s internal controls over financial reporting that occurred
during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.

86


Item 16A. Audit Committee
Financial Expert

AXA’s Supervisory Board has created an Audit Committee which operates in accordance with an Audit Committee
Charter and the Rules of Procedure of the Supervisory Board that defines the Committee’s responsibilities. AXA’s
Supervisory Board has reviewed the qualifications of all Audit Committee members and believes, based on their
considerable business and financial experience, that all members of the Committee are financially literate, have the
requisite experience and qualifications to fulfill their duties as Audit Committee members. The Supervisory Board has
determined that Messrs. Hamilton, Lachmann and Folz, all of whom are considered independent according to the
criteria contained in the AFEP / MEDEF Code and the Sarbanes-Oxley Act, come within the definition of “financial
experts” as set forth in the instructions to Item 16A, and has designated them as the Audit Committee’s financial
experts. For additional information concerning the Audit Committee including the scope of its responsibilities, its
composition and the business experience and qualifications of its members, please see the AXA Group 2008 Annual
Report, Part III, Section 3.1” Directors, senior management and employees” pages 129 to 130 which are incorporated
herein by reference.

Item 16B. Code of Ethics

In February 2004, AXA’s Supervisory Board adopted the AXA Group Compliance and Ethics Guide (the “Ethics Guide”)
which includes, among other policies, a Code of Ethics that applies to directors, officers and employees of AXA Group
companies worldwide, including AXA’s principal executive, financial and accounting officers. An updated version of the
Ethics Guide, including a restructured Code of Ethics (which added certain new provisions) and a new “whistleblower”
policy (revised to reflect specific French rules concerning whistleblower policies), was distributed in March 2006. In
2008, no amendments were made to and no waivers were granted in respect of the Code of Ethics.

The AXA Group Compliance and Ethics Guide is posted on AXA’s website:
http://www.axa.com/lib/en/uploads/refdoc/compliance/AXA_Compliance_Guideb.pdf

In the event AXA amends its Ethics Guide or grants a waiver that would otherwise require disclosure in its Form 20-F,
the Company will instead disclose the required information on the website noted above.

Item 16C. Principal Accountant
Fees and Services

Fees and Services

PricewaterhouseCoopers (PwC) has served as AXA’s independent public accountant for each of the fiscal years in the
three-year period ended December 31, 2008 with respect to the audited financial statements included in Item 18 of
this Annual Report on Form 20-F.

87


The following table presents the aggregate fees for audit and permitted non-audit services rendered by PwC to AXA
and its consolidated subsidiaries in 2008 and 2007:

        (In Euro million)  
    PricewaterhouseCoopers  
    2008   2007  
Audit fees   41.8   44.8  
Audit related services   4.0   3.9  
Tax fees   4.1   4.7  
Other non audit fees   0.6   0.3  
TOTAL   50.6   53.7  
Fees for audit of investment funds (SEC registered and non registered)   10.4   10.6  
TOTAL   61.0   64.3  

Audit fees consist of fees billed for the audit of consolidated financial statements of AXA and its subsidiaries, audits of
subsidiary financial statements (including statutory audits required by local law), review of interim financial statements
and other procedures required to be performed by PwC in connection with these reviews and/or the issuance of its
audit opinions. Audit fees also include fees for services performed by PwC that are closely related to the audit and in
many cases could only be provided by our independent auditors. Such services include comfort letters and consents
provided in connection with capital raising activities, certain reports, attestations, or similar documents relating to
regulatory filings by AXA and its subsidiaries, reviews of AXA’s internal controls, including reviews and testing of
information systems, and consultations relating to periodic audit or reviews.

Audit related fees consist of fees billed by PwC for services that are related to the performance of the audit or review
of the consolidated financial statements of AXA and its subsidiaries. Audit related services include consultations on
accounting and financial reporting standards, assistance with statutory financial reporting, advice on internal controls
and regulatory compliance related issues, due diligence services in connection with potential business acquisitions or
disposals, special purpose reports required for governmental authorities or other parties, training and seminars, and
other similar types of services.

Tax fees consist of fees billed for tax compliance, tax planning and advice, expatriate tax services and similar tax
services.

Other non-audit fees consist of fees billed for non-audit services permitted by the SEC’s auditor independence rules
and which AXA’s Audit Committee has determined do not otherwise impair the auditor’s independence or judgment,
including advisory services with respect to non-financial systems including risk and control assessments, and expatriate
administration services.

Audit Committee pre-approval policies and
procedures

The Audit Committee is responsible, to the extent permitted by French law, for the appointment, compensation,
retention and oversight of the Company’s independent auditors. As part of this responsibility, the Audit Committee
pre-approves all permitted audit and non-audit services performed by the independent auditor in accordance with
applicable Sarbanes requirements.

88


AXA’s Audit Committee has adopted a policy requiring pre-approval of all audit and permitted non-audit services
provided by the independent auditor which is designed to ensure that provision of these services does not impair the
auditor’s independence or judgement. The policy identifies the guiding principles that must be considered by the Audit
Committee in approving services; describes the audit, audit related, tax and other non-audit services that may and
may not be provided; and sets forth the pre-approval requirements for all permitted services. The policy provides for
general pre-approval of certain specified permitted services up to €200,000 per engagement and requires specific
pre-approval for engagements exceeding that amount and for all other permitted services. The Audit Committee has
also delegated to its Chairman the authority to address requests for pre-approval of certain specified permitted services
with fees up to a maximum of €1,000,000 between Audit Committee meetings.

Item 16D. Exemptions from
the Listing Standards for Audit
Committees

AXA’s Audit Committee includes three members, Messrs. Hamilton, Lachmann and Suleiman, who are also directors
of certain AXA Group subsidiaries and with respect to whom AXA relies on the exemption from independence
requirements afforded by Rule 10A-3(b)(1)(iv)(B) under the Securities Exchange Act of 1934, as amended. AXA believes
that such reliance does not materially adversely affect the ability of the Audit Committee to act independently or to
satisfy the other requirements of Rule 10A-3.

Item 16E. Purchases of Equity
Securities by the Issuer and
Affiliated Purchasers

The table below sets forth the information with respect to the purchases of AXA ordinary shares for the year ended
December 31, 2008, by or on behalf of AXA or any “affiliated purchaser”, as such term is defined in Rule 10b-18(a)(3)
under the Securities Exchange Act of 1934, as amended, except for purchases of ordinary shares delivered in the form
of ADRs to beneficiaries under AXA Financial’s stock option program. This table does not include purchases among
“affiliated purchasers”, as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as
amended.

89


Year 2008   Total number of
Shares (or Units)
purchased
  Average Price
of
Shares (or Units)
paid
per share (or Units)
(in Euro)
  Total number
of
Shares (or Units)
purchased as part
of
publicly announced
plans or programs
  Maximum number
of
Shares (or Units)
that
yet may be
purchased
under
the plans or
programs
 
January 1 to January 31   4,256,543   24.44   4,256,543   194,544,175  
February 1 to February 29   2,951,615   22.01   2,951,615   194,437,740  
March 1 to March 31   1,770,568   20.77   1,770,568   195,679,792  
April 1 to April 30   1,969,245   23.63   1,969,245   196,901,256  
May 1 to May 31   2,778,000   22.99   2,778,000   196,317,922  
June 1 to June 30   2,727,069   20.16   2,727,069   195,222,333  
July 1 to July 31   3,632,673   18.24   3,632,673   197,081,745  
August 1 to August 31   1,279,048   20.45   1,279,048   198,786,116  
September 1 to September 30   4,572,294   21.42   4,572,294   198,409,496  
October 1 to October 31   9,995,553   17.66   9,995,553   194,518,020  
November 1 to November 30   3,953,816   13.28   3,953,816   197,131,610  
December 1 to December 31   1,882,934   15.08   1,882,934   204,196,309  
TOTAL   41,769,358   19.61   41,769,358      

 

The information provided in the above table relates to two share repurchase programs approved by AXA’s shareholders
in accordance with French law.

 

a. Dates at which each plan or program was announced:

The first share repurchase program was announced on May 14, 2007.
The second share repurchase program was announced on April 22, 2008.

 

b. Amount (or share or unit amount) approved:

The first share repurchase program was approved for a maximum amount of €8,233,910,055.
The second share repurchase program was approved for a maximum amount of €9,273,390,705.

 

c. Expiration date (if any) of each plan or program:

The first share repurchase program was initially scheduled to expire on November 13, 2008.
The second share repurchase program was initially scheduled to expire on October 21, 2009.

 

d. Plan or program that has expired during the period covered by the table:
The first share repurchase program expired on April 22, 2008.

 

e. Plan or program the issuer has determined to terminate prior to expiration, or under which the issuer does not intend
to make further purchases:

 

Not applicable

Item 16F. Change in
Registrant’s Certifying
Accountant

None

90


Item 16G. Corporate
Governance

The following is a brief explanation of the principal ways in which AXA’s corporate governance practices differ from the
New York Stock Exchange corporate governance rules applicable to U.S. domestic companies listed on the NYSE.

Many of the corporate governance rules in the NYSE Listed Company Manual (the “NYSE Governance Rules”) do not
apply to AXA as a “foreign private issuer”. However, Rule 303A-11 requires foreign private issuers to describe significant
differences between their corporate governance standards and the corporate governance standards applicable to
U.S. companies listed on the NYSE. While management believes that AXA’s corporate governance practices are
similar in many respects to those of U.S. companies listed on the NYSE and provide investors with protections that
are comparable in many respects to those envisioned by the NYSE Governance Rules, there are certain important
differences described below.

AXA’s corporate governance principles and practices reflect applicable laws and regulations in France as well as those
in the United States, including applicable provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes”). The composition
and responsibilities of AXA’s Supervisory Board, the various Supervisory Board committees that have been established,
and AXA’s Management Board are set forth in the AXA Group 2008 Annual Report, Part III, Section 3.1 “Directors,
senior management and employees” (pages 118 to 139). In addition to complying with all applicable laws and regulations
concerning corporate governance, AXA’s governance principles and practices and its financial communications also
take into account various “best practices” that have developed in recent years in the French, broader European, and
U.S. markets. While these best practices are often not mandatory for AXA from a technical point of view, management
believes that many of them have become (or will develop into) de facto market standards for large international
companies such as AXA as they provide shareholders and financial markets with an important measure of transparency.
Management also believes that these best practices help facilitate effective and transparent interaction and dialogue
between AXA’s Supervisory Board and Management Board.

AXA has a dual board structure, consisting of a Supervisory Board elected by the shareholders and a Management
Board appointed by the Supervisory Board. This dual governance structure provides a framework governing the
exercise of corporate power separating the powers of management (exercised by the Management Board) from those
of supervision (exercised by the Supervisory Board). Unlike the Board of Directors of a U.S. company which often
ncludes executive (i.e. “inside”) directors, under French law, AXA’s Supervisory Board may not include any members
of executive management or other employees subject only to a limited exception that permits shareholders to elect
an employee representative to the Supervisory Board under certain circumstances1. The Supervisory Board evaluates
the independence of its members using various criteria including, among others, the recommendations set forth in
the French corporate governance code established by the Association Française des Entreprises Privées (AFEP) and
the Mouvement des Entreprises de France (MEDEF), as well as the standards set forth in the Sarbanes for assessing
ndependence of Audit Committee members. We believe that these criteria for independence are generally consistent
with those of the NYSE Governance Rules (i.e. an independent director may have no material financial or other
relationship with an issuer that would give rise to an actual or perceived conflict of interest); however, the specific tests
of “independence” differ on certain points.

1 Under French law, in cases where the employees, as a group, collectively, hold more than 3% of a company’s outstanding ordinary shares,
the company is required to present one or more “employee-representative” candidates for election to its Supervisory Board. This “employee-
representative” represents the interests of the employee shareholders. At their Annual Shareholders Meeting on April 22, 2008, AXA’s
shareholders elected a new “employee representative” to AXA’s Supervisory Board in accordance with the requirements of French law.

91


Under French law, the committees of AXA’s Supervisory Board are advisory in nature and have no independent or
delegated decision making authority. This is different compared to a U.S. company listed on the NYSE where, for
example, the NYSE Governance Rules require that certain Board committees (e.g., nominating or audit committees) be
vested with decision-making powers on certain matters. Under French law, ultimate decision-making authority rests with
the Supervisory Board and board committees are charged with examining matters within the scope of their charter and
making recommendations on these matters to the Supervisory Board. In addition, under French law the decision as to
appointment of a company’s independent financial statement auditors belongs to the company’s shareholders and must
be made by the shareholders at their annual general meeting upon recommendation of the Supervisory Board. This is
different from a U.S. company listed on the NYSE where the NYSE Governance Rules require this decision to be made
by the Audit Committee of the Board. In light of the NYSE Governance Rules and the requirements of Sarbanes, however,
AXA’s Supervisory Board has approved an Audit Committee Charter providing that the Audit Committee is responsible,
to the extent permitted by French law, for the appointment, compensation, retention and oversight of AXA’s independent
financial statement auditors and for making all recommendations to the Supervisory Board with respect to these matters.
Finally, unlike U.S. listed companies which are required to have one single independent financial statement auditor, French
law requires French listed companies, like AXA, to have two statutory auditors. In this respect, the requirements and spirit
of French law are consistent with the overriding goal of the NYSE Governance Rules (i.e. the audit of a listed company’s
accounts must be conducted by auditors independent from company management).

With respect to approval of employee benefit plans, the NYSE Governance Rules require shareholder approval of all
equity compensation plans and material revisions to such plans. The definition of “equity compensation plans” covers
plans that provide for the grant to employees or directors of either newly issued securities or treasury securities. Under
French law, AXA’s shareholders must approve the aggregate number of ordinary shares that may be issued by AXA in
connection with any stock option or similar equity based compensation plan that involves issuance of new shares by
AXA. This shareholder approval is required regardless of whether the plan is for top management only or for employees
generally. Under French law, however, shareholders are not required to approve all specific terms of such plans or
amendments to them. In addition to this specific requirement for stock option and similar equity based compensation
plans, French law requires AXA’s shareholders to approve other increases of share capital in general.

With respect to related party transactions, French law requires the Supervisory Board to approve a broadly-defined
range of transactions that could potentially create conflicts of interest between AXA, on the one hand, and its directors
and officers, on the other hand. While the precise scope of this requirement and its application may differ from those
applicable to U.S. companies listed on the NYSE, this requirement is generally consistent with various provisions in the
NYSE Governance Rules that require disclosure and/or approval of various types of related party transactions.

Finally, as a “foreign private issuer,” AXA is exempt from rules under the U.S. Securities Exchange Act of 1934 (the “Exchange
Act”) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange
Act. In addition, AXA’s officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit
recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases
and sales of AXA ordinary shares and ADRs. Moreover, AXA is not required to file periodic reports and financial statements
with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor
is it required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there
may be less information concerning AXA publicly available than there is for U.S. listed companies. In addition, as a “foreign
private issuer”, AXA’s Chief Executive Officer and Chief Financial Officer are required to file the certifications required by
Sections 302 and 906 of Sarbanes on an annual basis (with the filing of AXA’s Annual Report on U.S. Form 20-F) rather than
on a quarterly basis as would be the case of a U.S. domestic company filing quarterly reports on Form 10-Q.

For more information regarding (i) AXA’s corporate governance, please see Items 7, 9 and 10 of this Annual Report on
Form 20-F, and (ii) certain risks related to our operations including certain risks related to governance and NYSE listing
matters, please see Item 3 – “Key information – Risk Factors” of this Annual Report on Form 20-F.

92


Part III

Item 17: Financial Statements

Not applicable

Item 18: Financial Statements

The information required by this Item is incorporated by reference herein from the AXA Group 2008 Annual Report,
Part V pages 230 to 412.

F-1


Report of Independent Registered Public
Accounting Firm

To the supervisory board and shareholders of AXA

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income,
of shareholders’ equity and of cash flows (appearing in the AXA Group 2008 Annual Report, Part V on pages 230 to
412) and the financial statement schedule appearing on S-1 to S-6, present fairly, in all material respects, the financial
position of AXA and its subsidiaries at December 31, 2008, 2007 and 2006, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2008 in conformity with International
Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with
International Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based
on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements,
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in “Management’s annual report on internal controls over financial reporting”,
appearing under Item 15(b) of this 2008 Annual Report on Form 20-F. Our responsibility is to express opinions on
these financial statements and on the Company’s internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States) and International Standards on Auditing. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.

F-2


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Neuilly-sur-Seine, France
March 26, 2009

PricewaterhouseCoopers Audit

Michael P. Nelligan                                                Eric Dupont

F-3


Schedule

AXA (Parent Company)

BALANCE SHEET
Assets

(In Euro million)
      December 31, 2008        
      Gross carrying
value
  Amortization
and provisions
  Net carrying
value
  Net carrying
value as at

December
31,
2007
  Net carrying value as at December 31, 2006
FIXED ASSETS                      
INTANGIBLE ASSETS     322       322   322   322
TANGIBLE ASSETS                      
Land     0       0   0   0
Buildings and other fixed assets     1       1   1   2
FINANCIAL ASSETS                      
Investments in subsidiaries     52,387   819   51,568   47,733   46,756
Receivables from subsidiaries     4,629   7   4,622   3,142   3,046
Other financial assets     391   34   357   776   228
Loans     799   14   785   60   510
  I   58,529   874   57,655   52,034   50,864
CURRENT ASSETS                      
OPERATING RECEIVABLES                      
Tax receivables     609       609   40   3
Receivables and subsidiaries’ current accounts     427   3   424   335   333
Marketable securities     122       122   437   0
Cash instruments     760       760   105   60
Cash and cash equivalents     4,126       4,126   2,542   317
Prepaid expenses     5       5   8   8
  II   6,048   3   6,045   3,466   722
PREPAYMENTS AND ACCRUED INCOME                      
Deferred charges     246   203   43   55   57
Bond redemption premiums     3       3   4   4
Unrealized foreign exchange losses     461       461   50   60
TOTAL ASSETS     65,288   1,080   64,208