SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2007
AXA FINANCIAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-11166 13-3623351
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas
New York, New York 10104
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(Address of principal executive offices) (Zip Code)
(212) 554-1234
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(Registrant's telephone number, including area code)
None
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(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 22, 2007, AXA, the Registrant's parent company, issued a press
release announcing its consolidated 2006 results of operations, prepared in
accordance with International Reporting Standards ("IFRS"). Set forth in Exhibit
99.1 is the AXA Press Release. Included within AXA's consolidated 2006 results
of operations are the results of operations of the Registrant and its
consolidated subsidiaries, presented in accordance with IFRS. The AXA press
release includes "Underlying Earnings" and "Net Income, Group Share" for United
States Life & Savings operations, which is a reference to the Registrant's
Financial Advisory/Insurance segment. AXA IFRS "Underlying Earnings" and "Net
Income, Group Share" are not measures calculated and presented in accordance
with generally accepted accounting principles in the United States ("U.S.
GAAP"). Set forth in Exhibit 99.2 hereto is a reconciliation of the Registrant's
contribution to AXA IFRS Underlying Earnings (IFRS net income excluding net
capital gains (losses), goodwill and related intangibles
amortization/impairments, profit or loss on financial assets (under the fair
value option), derivatives and exceptional operations), Adjusted Earnings and
Net Income, Group Share for the years ended December 31, 2006 and 2005 to the
Registrant's consolidated U.S. GAAP Net Earnings for the same periods.
ITEM 8.01 OTHER EVENTS.
In connection with AllianceBernstein's acquisition of the business of SCB Inc.,
formerly known as Sanford C. Berstein, Inc., in 2000, AXA Financial, Inc.
entered into a purchase agreement under which certain former shareholders of
Sanford C. Bernstein, Inc. have the right to sell ("Put") to AXA Financial, Inc.
subject to certain restrictions set forth in the agreement, limited partnership
interests in AllianceBernstein L.P. ("AllianceBernstein Units") issued at the
time of the acquisition.
To date AXA Financial, Inc., either directly or indirectly through wholly owned
subsidiaries, has acquired a total of 32.64 million AllianceBernstein Units for
an aggregate price of approximately $1.63 billion through several purchases made
pursuant to the Put. Most recently, AXA Financial, Inc. completed the purchase
of a tranche of 8.16 million AllianceBernstein Units pursuant to the Put on
February 23, 2007 for a total price of approximately $746 million. Upon
completion of this purchase, the consolidated economic interest of AXA
Financial, Inc. and its subsidiaries in AllianceBernstein L.P. increased by
approximately 3% from 60.3% to 63.3%.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99.1 Press Release, dated February 22, 2007, of AXA.
99.2 Reconciliation of the Registrant's contribution to AXA IFRS Underlying
Earnings, Adjusted Earnings and Net Income, Group Share for the years
ended December 31, 2006 and 2005 to the Registrant's consolidated
U.S. GAAP Net Earnings.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AXA FINANCIAL, INC.
Date: February 26, 2007 By: /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
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