Obligation AXIA 0% ( XS0122029548 ) en EUR

AXIA

100 % ⇌

France

XS0122029548 ( en EUR )

15/12/2020 - Obligation échue

Prospectus brochure de l'obligation AXA XS0122029548 en EUR 0%, échue

AXA est un groupe d'assurance et de gestion d'actifs français, présent dans le monde entier, offrant une large gamme de produits et services d'assurance, de gestion de patrimoine et d'investissement.

L'Obligation émise par AXIA ( France ) , en EUR, avec le code ISIN XS0122029548, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/12/2020

PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED NOVEMBER 30, 2000.
$900,000,000 8.60% Subordinated Notes due December 15, 2030
£325,000,000 7.125% Subordinated Notes due December 15, 2020
650,000,000 6.75% Subordinated Notes due December 15, 2020
AXA will pay interest on the U.S. dollar notes on June 15 and December 15 of each year beginning on
June 15, 2001. AXA will pay interest on the sterling notes on December 15 of each year beginning on
December 15, 2001. AXA will pay interest on the euro notes on December 15 of each year beginning on
December 15, 2001 until December 15, 2010, and on March 15, June 15, September 15 and December 15 of
each year thereafter. The notes will be issued only in denominations of $1,000, £1,000 or 1,000 and integral
multiples of $1,000, £1,000 or 1,000, as applicable. The respective note offerings are not conditional upon
each other.
AXA will be required to redeem the notes if certain events occur and it has the option to redeem the notes
and to defer the payment of interest under certain circumstances, in each case, as more fully described in this
prospectus supplement.
AXA has applied to list the notes on the Luxembourg Stock Exchange in accordance with the rules of the
Luxembourg Stock Exchange.
See "Risk Factors" on page S-28 to read about certain factors you should consider before
buying notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
This prospectus supplement has not received the visa of the French Commission des opérations de
bourse. Accordingly, this prospectus supplement may not be used to make offers or sales to the public in
France in connection with the offer described herein.
Proceeds,
Underwriting
Before
Price to
Discounts and
Expenses, to
Public
Commissions
AXA(1)
Per U.S. dollar note 99.712% 0.875% 98.837%
Total $897,408,000 $7,875,000 $889,533,000
Per sterling note 99.885% 0.600% 99.285%
Total £324,626,250 £1,950,000 £322,676,250
Per euro note 99.787% 0.550% 99.237%
Total 648,615,500 3,575,000 645,040,500
(1) The underwriters have agreed to reimburse AXA for certain of its expenses. See "Underwriting".
The initial public offering price set forth above does not include accrued interest, if any. Interest on the
notes will accrue from December 15, 2000 and must be paid by the purchaser if the notes are delivered after
December 15, 2000.
The underwriters expect to deliver the U.S. dollar notes in book-entry form through the facilities of The
Depository Trust Company, Clearstream, Luxembourg and Euroclear and the sterling notes and the euro notes
in book-entry form through the facilities of Clearstream, Luxembourg and Euroclear, in all cases, against
payment in immediately available funds on or about December 15, 2000.
BNP PARIBAS Goldman, Sachs & Co. Lehman Brothers
Prospectus Supplement dated December 12, 2000.

U.S. Dollar Notes
BNP PARIBAS Goldman, Sachs & Co. Lehman Brothers
Credit Suisse First Boston
J.P. Morgan & Co.
Salomon Smith Barney
UBS Warburg LLC
Sterling Notes
BNP PARIBAS
Goldman Sachs International
Lehman Brothers
Barclays Capital
Euro Notes
BNP PARIBAS
Goldman Sachs International
Lehman Brothers
ABN AMRO
Crédit Agricole Indosuez
Deutsche Bank
HSBC CCF

You should rely only on the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus. We have not, and the underwriters
have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not,
and the underwriters are not, making an offer to sell these securities in any jurisdiction where
such offer or sale is not permitted. You should assume that the information appearing in this
prospectus supplement, as well as information we previously filed with the Securities and
Exchange Commission and incorporated by reference, is accurate as of the date on the front
cover of this prospectus supplement only. Our business, financial condition, results of
operations and prospects may have changed since that date. We accept responsibility for the
information contained in this prospectus supplement and in the accompanying prospectus.
In connection with this offering, BNP Paribas, Goldman, Sachs & Co. and Lehman
Brothers Inc. or their respective affiliates may over-allot or effect transactions which stabilize
or maintain the market price of the notes at levels which might not otherwise prevail. In any
jurisdiction where there can be only one stabilizing agent, Lehman Brothers Inc. or its
affiliates shall effect any such transactions. This stabilizing, if commenced, may be
discontinued at any time.
This prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to
buy, any of the securities offered hereby by any person in any jurisdiction in which it is unlawful for
such person to make such an offering or solicitation. The offer or sale of the notes may be
restricted by law in certain jurisdictions, and you should inform yourself about, and observe, any
such restrictions.
A portion of the notes offered hereby are being offered and sold outside the United States
without registration under the U.S. Securities Act of 1933.
It is expected that delivery of the U.S. dollar notes will be made against payment therefor on or
about the date specified in the last paragraph of the cover page of this prospectus supplement,
which is the fifth business day following the date of the pricing agreement relating to the U.S. dollar
notes (such settlement cycle being herein referred to as "T+5"). Purchasers of the U.S. dollar notes
should note that trading of these notes on the date of the pricing agreement for these notes may
ae affected by these settlement dates. See "Underwriting".
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated
by reference in the accompanying prospectus contain both historical and forward-looking
statements concerning the financial condition, results of operations and business of AXA. All
statements other than statements of historical fact are, or may be construed to be, forward-looking
statements. Forward-looking statements are statements of future expectations that are based on
management's current expectations 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 these statements, including those discussed elsewhere in this prospectus
supplement, the accompanying prospectus and in other public filings, press releases, oral
presentations and discussions by AXA. 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.
S-3

Forward-looking statements in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference in the accompanying prospectus are identified by use of
the following words and other similar expressions, among others:
· "anticipate" · "objectives"
· "believe" · "outlook"
· "could" · "probably"
· "estimate" · "project"
· "expect" · "risks"
· "goals" · "seek"
· "intend" · "should"
· "may" · "target"
The following factors 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
prospectus supplement, the accompanying prospectus and the documents incorporated by
reference in the accompanying prospectus:
· the intensity of competition from other financial institutions;
· AXA's experience with regard to mortality and morbidity trends, lapse rates and policy
renewal levels relating to its life operations which also include health products;
· the frequency, severity and development of property and casualty claims including
catastrophic events which are uncertain in nature, and policy renewal rates relating to AXA's
property and casualty insurance business;
· market risks related to (i) fluctuations in interest rates, equity and debt market prices and
foreign currency exchange, (ii) the use of derivatives and AXA's ability to hedge such
exposures effectively, and (iii) counterparty credit risk;
· 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 goafs while continuing to control costs
and expenses;
· AXA's visibility in the market place and the financial and claims paying ratings of its
insurance subsidiaries, as well as AXA's access to adequate financing to support its future
business;
· the effect of changes in laws and regulations affecting AXA's businesses, including changes
in tax laws affecting insurance and annuity products as well as operating income and
changes in accounting and reporting practices;
· the costs of defending litigation and the risk of unanticipated material adverse outcomes in
such litigation;
· adverse political developments around the world, particularly in the principal markets in
which AXA and its subsidiaries operate;
· the performance of others on whom AXA relies for distribution, investment management,
reinsurance and other services; and
· the effect of any future acquisitions.
The above factors are in addition to those factors discussed:
· in this prospectus supplement under "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations"; and
· in the documents that AXA incorporates by reference into the accompanying prospectus,
including "Item 1--Description of Business--Additional Factors which may Affect Business",
"Item 9--Management's Discussion and Analysis of Financial Condition and Results of
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Operation" and "Item 9A--Quantitative and Qualitative Disclosures about Market Risk"
sections of AXA's Annual Report on Form 20-F for the year ended December 31, 1999, as
amended by Amendment No. 1 on Form 20-F/A filed with the SEC on October 12, 2000 to
include "Item 18--Financial Statements", which is referred to in this prospectus supplement
as the "1999 AXA Form 20-F".
AXA claims the protection provided by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.
You should not place undue reliance on forward-looking statements. Each forward-looking
statement speaks only as of the date of the particular statement. AXA undertakes no obligation to
publicly update 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 prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in the accompanying prospectus.
S-5

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information from this prospectus supplement and the
accompanying prospectus and may not contain all the information that is important to you. This
prospectus supplement and the accompanying prospectus include specific terms of the notes,
in formation about our business and financial data. You should carefully read this prospectus
supplement, including the "Risk Factors" section, the accompanying prospectus and the documents
we incorporate by reference before making an investment decision.
AXA
AXA is the holding company for an international group of financial services companies focusing
on insurance and asset management. With gross premiums and financial services revenues of
66.5 billion for the year ended December 31, 1999 and 41.0 billion for the six months ended
June 30, 2000, AXA is one of the largest insurance groups in the world and the largest French
insurance group.
AXA's insurance operations include activities in life insurance, property and casualty insurance
and international insurance, including reinsurance. The insurance operations are diverse
geographically, with activities principally in Western Europe, North America and the Asia/Pacific
region and, to a lesser extent, in Africa and South America.
AXA is actively engaged in the asset management business. As of June 30, 2000 and based
on the market value of assets at that date, AXA had funds under management of 882 billion,
including assets managed on behalf of third party clients of 429 billion. AXA's two principal asset
management companies are Alliance Capital Management and AXA Investment Managers.
In addition to insurance and asset management, AXA is engaged in certain other financial
services activities principally in Western Europe. Previously, AXA had been engaged in investment
banking, primarily in the United States, through Donaldson, Lufkin & Jenrette. On November 3,
2000, AXA, AXA Financial, The Equitable Life Assurance Society of the United States and AXA
Participations Belgium sold their 71% interest in Donaldson, Lufkin & Jenrette to Credit Suisse
Group. For a description of the basic terms of that transaction, see "Recent Developments" below.
AXA is a société anonyme à directoire et conseil de surveillance, a form of limited liability
company with a Management Board and a Supervisory Board, organized under the laws of France.
Recent Developments
In June 2000, AXA notified Banco Bilbao Vizcaya Argentaria, SA that AXA intends to exercise its
right to acquire the 30% interest of Banco Bilbao Vizcaya Argentaria in AXA Aurora, their Spanish
insurance joint venture. Pursuant to the terms of that right, AXA has offered to acquire the interest
of Banco Bilbao Vizcaya Argentaria for 161 million. AXA and Banco Bilbao Vizcaya Argentaria are
currently negotiating the final terms and conditions of this transaction and AXA expects that the
acquisition will be completed prior to December 31, 2000.
In July 2000, AXA completed the acquisition of the outstanding minority interests in Sun Life &
Provincial Holdings, a subsidiary in the United Kingdom, for approximately £2.3 billion (3.7 billion
based on the exchange rate as of July 12, 2000, the date on which the acquisition was declared
fully unconditional). This acquisition was financed primarily with the net cash proceeds of
approximately 3.7 billion from an offering of 30.2 million newly issued AXA ordinary shares. You
should read AXA's unaudited pro forma financial information included elsewhere in this prospectus
supplement which gives pro forma effect to, among others, the acquisition of the outstanding
minority interests in Sun Life & Provincial Holdings.
On July 25, 2000, AXA proposed a financial reorganization of AXA Equity & Law, one of its life
insurance subsidiaries in the United Kingdom, pursuant to which a portion of the assets of AXA
S-7

Equity & Law that have accumulated over the years (which we refer to in this prospectus
supplement as the "Inherited Estate") will be attributed to AXA as the shareholder and a portion will
be allocated to policyholders in the form of policy bonuses and cash distributions. The amount to
be distributed to the shareholder will be subject to a series of stringent safeguards and in any case
may not be distributed before 2006.
On October 2, 2000, Alliance Capital Management L.P. and Alliance Capital Management
Holding L.P. both affiliates of AXA Financial, acquired substantially all the assets and assumed
substantially all the liabilities of Sanford C. Bernstein & Co. Inc., an asset management company
based in New York, for a total consideration of approximately $3.5 billion, consisting of
approximately $1.4 billion in cash and 40.8 million units of limited partnership interest of Alliance
Capital Management L.P. In connection with this transaction, AXA Financial has agreed to provide
liquidity to the former shareholders of Sanford C. Bernstein after a two-year lock out period to allow
the 40.8 million private units of limited partnership interest to be sold to AXA Financial over the
subsequent eight years. Generally, not more than 20% of such units may be sold to AXA Financial
in any one annual period. To fund the cash portion of the acquisition consideration, in June 2000
AXA Financial purchased 32.6 million units of limited partnership interest of Alliance Capital
Management L.P. for an aggregate purchase price of $1.6 billion.
On October 17, 2000, AXA, AXA Merger Corp., a Delaware corporation and a wholly owned
subsidiary of AXA and AXA Financial entered into a Merger Agreement relating to the acquisition of
the minority interests in AXA Financial which AXA does not currently own. The acquisition is to be
effected by means of an exchange offer and subsequent merger. Under the terms of the Merger
Agreement, AXA Financial minority shareholders will receive 0.295 of an AXA American Depositary
Share, or ADS, and $35.75 in cash for each share of AXA Financial common stock. The same
consideration will be offered to the minority shareholders of AXA Financial in the subsequent
merger. In connection with the exchange offer and subsequent merger, AXA will issue up to
25.62 million ordinary shares, represented by 51.24 million ADSs based on the number of shares of
AXA Financial common stock outstanding on November 6, 2000 and not taking into account stock
options or other equity-based awards vesting and becoming exercisable in connection witn the offer
and merger. In addition, AXA and AXA Merger Corp. will pay an aggregate of up to approximately
$6.2 billion in cash to AXA Financial shareholders. The exchange offer is subject to a number of
conditions. A portion of the goodwill arising from this transaction can be charged directly to
consolidated shareholders' equity under French GAAP to the extent that shares are issued in
connection with the transaction. The resulting goodwill will be recorded as an asset and amortized
over an estimated useful life of 30 years. This offering is not conditional upon the closing of our
exchange offer and subsequent merger with AXA Financial. We have filed with the SEC a
registration statement on Form F-4 for the shares in the form of ADSs we will issue as part of the
exchange offer and subsequent merger. This registration statement includes financial and other
information about AXA Financial, including certain financial projections for years 2000 to 2004. You
should read AXA's unaudited pro forma financial information included elsewhere in this prospectus
supplement which gives pro forma effect to, among others, the proposed acquisition of the minority
interests in AXA Financial which AXA does not currently own.
In connection with the acquisition of the minority interests in AXA Financial, Bank of America
International Limited, Chase Manhattan plc, SG Investment Banking and UBS Warburg Ltd. have
committed on October 18, 2000, subject to specified conditions, to provide AXA with a $5 billion
multi-currency, dual tranche credit facility. See "Recent Developments" for a description of this
proposed credit facility.
On October 24, 2000, AXA and Deutsche Bank executed a non-binding letter of intent relating
to the sale of Banque Worms to Deutsche Bank. In connection with this transaction, it is anticipated
that a subsidiary of AXA (the obligations of which will be guaranteed by AXA) will (i) make
representations and warranties customary for a transaction of this nature, (ii) retain certain of
S-8

Banque Worms' assets, including those relating to discontinued business activities with respect to
shipping finance, commodity financing and the closure of foreign branches as well as the majority
of Banque Worms' investment securities, and (iii) provide a guaranty to Deutsche Bank covering
certain losses incurred by Banque Worms as a result of payment defaults with respect to loans
transferred with Banque Worms in the transaction.
On November 3, 2000, AXA Financial and certain of its affiliates sold their 71% interest in
Donaldson, Lufkin & Jenrette to Credit Suisse Group. Total proceeds from the sale were
$7,342 million (8,528 million) and included cash of $3,577 million (4,155 million) and Credit
Suisse Group shares with a market value as of November 3, 2000 of $3,765 million (4,373 million).
In this paragraph, U.S. dollar amounts have been translated to euro using the Euro Noon Buying
Rate on November 3, 2000 of 1.00 = $0.861. You should read AXA's unaudited pro forma financial
information included elsewhere in this prospectus supplement which gives pro forma effect to,
among others, the sale of Donaldson, Lufkin & Jenrette.
Financial Information for the Nine Months Ended September 30, 2000
On November 14, 2000, AXA announced unaudited revenue figures for the nine months ended
September 30, 2000. AXA's gross premiums and financial services revenues for the nine months
ended September 30, 2000 were 61.8 billion, an increase of 13.9 million, or 28.9%, as
compared to the nine months ended September 30, 1999. Excluding Donaldson, Lufkin & Jenrette,
AXA's gross premiums and financial services revenues for the nine months ended September 30,
2000 would have been 51.1 billion, an increase of 24%, as compared to the nine months ended
September 30, 1999 after excluding Donaldson, Lufkin & Jenrette.
On November 14, 2000, AXA Financial published its unaudited financial statements for the nine
months ended September 30, 2000. Consolidated assets under management of AXA Financial at
September 30, 2000, excluding amounts held by Donaldson, Lufkin & Jenrette, increased to
approximately $417 billion, an increase of 22.4% from September 30, 1999.
Total sales of life insurance, annuity and mutual fund products by the Financial Advisory/
Insurance Segment increased to approximately $11 billion for the nine months ended
September 30, 2000, an increase of 10.9%, as compared to approximately $10 billion in the
corresponding prior period. Mutual fund sales by Alliance Capital Management for the nine months
ended September 30, 2000 increased to approximately $59 billion, an increase of 56.4%, as
compared to the corresponding prior period. Sales in the institutional business increased to nearly
$10 billion, an increase of 62.6%, as compared to the corresponding prior period.
For the nine months ended September 30, 2000, AXA Financial's net income was $483 million,
after a $407 million charge for taxes required as a result of management's decision to dispose of
Donaldson, Lufkin & Jenrette, compared with $834 million in the nine months ended September 30,
1999. The results for the nine months ended September 30, 1999, included an after-tax gain of
$212 million relating to the sale of DLJdirect tracking stock. The gain on the sale of Donaldson,
Lufkin & Jenrette, as well as the remaining taxes on that gain, will be reported in the fourth quarter
of 2000.
For the nine months ended September 30, 2000, AXA Financial incurred investment losses of
$232.7 million due to $136.3 million of writedowns primarily on high yield and emerging market
securities and $96.4 million of losses on sales.
S-9

The Offering
Notes being offered . U.S. dollar notes $900,000,000 8.60% Subordinated Notes due
December 15, 2030
Sterling notes £325,000,000 7.125% Subordinated Notes due
December 15, 2020
Euro notes 650,000,000 6.75% Subordinated Notes due
December 15, 2020
We refer to the U.S. dollar notes, the sterling notes and the euro notes in
this prospectus supplement as the ''notes".
The notes will be issued under an indenture dated as of December 15, 2000
between us and The Bank of New York, as trustee, as supplemented by a
supplemental indenture dated as of December 15, 2000 which will set forth
the specific terms of the notes. The indenture and the supplemental
indenture are more fully described in this prospectus supplement and in the
accompanying prospectus. The U.S. dollar notes, the sterling notes and the
euro notes will each be treated as a separate series of notes and as such
will vote and act, and may be redeemed, separately.
We may issue as many distinct series of notes under the indenture as we
wish. We may, without the consent of holders, "reopen" any series of notes
and issue additional notes of each issued series having the same ranking
and the same interest rate, maturity and other terms as the issued series.
Ranking;
subordination
The notes constitute our direct, unsecured, dated subordinated obligations
and will rank, without any preference among themselves, equally and
ratably with all our other present or future unsecured, dated subordinated
obligations.
Subject to applicable law, in the event of our voluntary or judicial liquidation
(liquidation judiciaire ou amiable) or, following an order for judicial
reorganization (redressement judiciaire), the sale of our whole business
(cession totale de I'entreprise), ail payments on the notes will:
· be subordinated, and subject in right of payment, to the prior payment in
full of all claims of all our unsubordinated creditors, and
· rank prior to any payments due on our existing undated subordinated
debt securities or on any prêfs participatifs granted to us or on any titres
participatifs issued by us.
The indenture does not limit the amount of unsubordinated claims that we
or our subsidiaries may incur or assume at any time. In the event that we
are unable to pay our unsubordinated creditors in full, our obligations under
the notes will become null and void.
S-10

Interest rates
U.S. dollar notes The U.S. dollar notes will bear interest until maturity at a
fixed rate per annum equal to 8.60%.
Sterling notes
The sterling notes will bear interest until maturity at a
fixed rate per annum equal to 7.125%.
Euro notes
The euro notes will initially bear interest from the date
of issue to December 15, 2010 at a fixed rate per
annum equal to 6.75%. After December 15, 2010, the
euro notes will convert to floating rate notes which will
bear interest at a floating rate equal to the euro
reference rate as defined in "Description of Notes--
Principal, Maturity and Interest" in this prospectus
supplement plus a margin of 2.20%, calculated on the
relevant interest determination date.
See "Description of Notes--Principal, Maturity and Interest" for a complete
description of the calculation of interest rates for the euro notes.
Interest payment
dates
All interest on the notes will accrue from December 15, 2000 and will be
payable in arrears on the following "interest payment dates":
U.S. dollar notes Every June 15 and December 15, beginning on
June 15, 2001.
Sterling notes
Every December 15, beginning on December 15, 2001.
Euro notes
Every December 15, beginning on December 15, 2001
until December 15, 2010, and every March 15, June 15,
September 15 and December 15 thereafter.
Record dates
U.S. dollar notes June 1 and December 1.
Sterling notes
December 1.
Euro notes
December 1 until December 1, 2010, and March 1,
June 1, September 1 and December 1 beginning with
March 1, 2011.
Calculation of
interest
If interest is required to be calculated for any period of less than a year, it
will be calculated on the following basis:
U.S. dollar notes
& Sterling notes A 360-day year consisting of twelve 30-day months.
Euro notes
Until December 15, 2010, the actual number of days
elapsed since the issue date of such notes or, if more
recent, the last interest payment date divided by 365
(or, if any portion of this period falls in a leap year, the
sum of (A) the actual number of days in that portion of
the period falling in a leap year divided by 366 and
(B) the actual number of days in that portion of the
period falling in a non-leap year divided by 365).
After December 15, 2010, the actual number of days
elapsed since the issue date of such notes or, if more
recent, the last interest payment date divided by 360.
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Document Outline

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